Common use of Termination by Executive with Good Reason Clause in Contracts

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his employment and the Term for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Chief Strategy and Performance Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities; or (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his Executive’s employment and the Term for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Chief Strategy and Performance Officer President (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive and (ii) any change in status, office, titles and reporting requirements following a Change in Control (as defined in the 2019 Plan) of the Company in which the Company ceases to be a standalone public reporting company, provided that the material duties of Executive following such Change in Control are not inconsistent with those of Executive immediately prior to such Change in Control; (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty thirty-five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s 's responsibilities; or (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate Executive’s employment with the Company with Good Reason upon written notice to the Company of the alleged act or omission constituting Good Reason, which notice shall set forth in reasonable detail the reason or reasons that Executive believes his employment and the Term is to be terminated for Good Reason. For purposes of this Agreement, “Good Reason” shall mean means, without Executive’s written consent, (i) a reduction of Executive’s Base Salary, (ii) a reduction in Executive’s annual incentive bonus target below Executive’s initial annual incentive bonus target, (iii) Executive is no longer the Chief Executive Officer of (A) the assignment Company, or (B) in the event of a Change of Control, the successor to the Company’s business or assets, (iv) Executive is no longer serving on (A) the Board or (B) in the event of material duties inconsistent with a Change of Control, the board of directors or similar governing body of successor to the Company’s business or assets, except in each case on account of removal from the Board for cause pursuant to the vote of the stockholders of the Company or due to Executive’s position as the Chief Strategy and Performance Officer (including status, office, titles and reporting requirements)resignation from, or refusal to stand for reelection to, the Board, (v) any other action material breach by the Company that results in a material diminution in such position, excluding for this purpose any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities; or (C) any material failure by the Company to comply with any of the provisions material terms of this Agreement, other than or (vi) during the one-year period following a failure not occurring in bad faith and Change of Control, Executive is required to relocate his place of employment to a location that is remedied by more than 35 miles from the Company promptly after receipt location of a Notice the Company’s headquarters as of Termination the date first set forth above; provided, however, that for any of the foregoing to constitute Good Reason, Executive must provide written notification of such event or condition constituting Good Reason given thereof by Executive. A termination of employment by within 90 days after Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) knows of the terminationoccurrence of any such event or condition, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected 60 days from the circumstance giving rise to the Notice date of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice written notice to effect a cure of Termination for the event or condition constituting Good Reason, and, upon cure thereof by the Company, such event or condition shall no longer constitute Good Reason.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his or her employment and the Term for with Good Reason. For purposes of this Agreement, “Good Reason” shall mean means that (Ai) the assignment to Executive of material duties inconsistent with Executive’s position primary work location (i.e., the business office to which Executive is assigned) as of the Chief Strategy and Performance Officer (including status, office, titles and reporting requirements), or any other action date on which this Agreement was executed is moved by the Company that results in more than fifty (50) miles without his or her permission; (ii) a material reduction or diminution in such position, excluding for this purpose Executive’s principle duties and responsibilities without his or her permission; (iii) all or any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance portion of Executive’s responsibilitiestotal target compensation package (including, without limitation, all forms of compensation and benefits) is adversely changed which would materially reduce the maximum potential compensation to be received by Executive in the year in which such change(s) occurs without his or her permission, provided, however, that such reduction shall not be considered “Good Reason” if the reduction is consistent with a reduction applicable to others employed in a similar capacity with the Company, or is consistent with the terms of any Company bonus program or Plan as long as the Company can demonstrate a legitimate business purpose for any such reduction based upon an adverse change in the financial performance of the Company at the time of the implementation of any such reduction; or (Civ) any a material failure by the Company to comply with any of the provisions breach of this Agreement. If Executive wishes to invoke the Good Reason basis for his or her voluntary termination, other than a failure not occurring in bad faith and that is remedied by he shall give the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice thirty (“Notice of Termination for Good Reason”) of the termination30)-day notice, setting forth in reasonable detail the specific conduct of within which the Company that constitutes Good Reason and shall have the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of opportunity to cure the conditions constituting Good Reason. A termination of employment by If the Company fails to cure the conditions constituting Good Reason, and Executive for Good Reason shall be effective on executes and honors the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if Separation Agreement, then the Company shall have substantially corrected provide Executive with the circumstance severance and other benefits under Section 2.b.; provided, however, that the rate of the Base Salary shall be at the rate in effect as of the termination date without giving effect to any reduction in Base Salary giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination a resignation for Good Reason, and that, if Executive is entitled to the severance pay and benefits outlined in Section 4, the severance and other benefits under Section 2.b shall not also be provided. In addition, and whether Executive executes the Separation Agreement or not, the Company will pay Executive his or her Accrued Obligations with the first payroll immediately following the termination.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his Executive’s employment and the Term for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Chief Strategy and Performance Financial Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive and (ii) any change in status, office, titles and reporting requirements following a Change in Control of the Company in which the Company ceases to be a standalone public reporting company, provided that the material duties of Executive following such Change in Control are not inconsistent with those of Executive immediately prior to such Change in Control; (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty thirty-five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities, provided, however, that this clause 3(iv)(B) will not have any force or effect until such time that and only for the period of time that Executive has permanently relocated his home and permanently resides within thirty-five (35) miles of the Company’s Boca Raton headquarters; or (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his Executive’s employment and the Term for Good Reason. For purposes of this Agreementagreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the General Counsel and Chief Strategy and Performance Development Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive and (ii) any change in status, office, titles and reporting requirements following a Change in Control of the Company in which the Company ceases to be a standalone public reporting company, provided that the material duties of Executive following such Change in Control are not inconsistent with those of Executive immediately prior to such Change in Control; (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty thirty-five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities; or (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his Executive’s employment and the Term for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Chief Strategy and Performance Officer President or more senior position (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive Executive; (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty thirty-five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities, provided, however, that this clause 3(iv)(B) will not have any force or effect until such time that, and only for the period of time that, Executive has permanently relocated Executive’s home and permanently resides within thirty-five (35) miles of the Company’s Boca Raton headquarters; or (C) a Change in Control (as defined in the Grant Agreement) of the Company; (D) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive; or (E) the Executive not directly reporting to the Board on or before December 31, 2021. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his Executive’s employment and the Term for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Chief Strategy and Performance Business Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive and (Bii) any change in status, office, titles and reporting requirements following a Change in Control of the Company requiring Executive in which the Company ceases to be based at any office or location other than a standalone public reporting company, provided that the material duties of Executive following such Change in Palm Beach County, Florida, or within thirty five (35) miles Control are not inconsistent with those of Executive immediately prior to such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required Change in the performance of Executive’s responsibilitiesControl; or (CB) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his employment and the Term hereunder for Good Reason. For purposes “Good Reason” means the occurrence, without the express prior written consent of this AgreementExecutive, of any of the following events: (A) any material diminution by the Company of Executive’s authority, duties or responsibilities, as specified herein or as modified from time to time by written agreement (other than a diminution due to an accommodation of Executive’s disability pursuant to (c) above; and other than a diminution on account of failure of the Executive to be reelected to the Board), (B) the imposition on the Executive of a requirement that he report to a corporate officer or employee other than reporting directly to the Board of Directors, (C) any reduction in Executive’s Base Salary from the initial Base Salary provided for hereunder, (D) any material breach by the Company of any of its material obligations to Executive, (E) any relocation by the Company of Executive’s primary office work location to a point that is more than fifty (50) miles from 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21136, or (F) the failure of the Board to nominate the Executive to serve on the Board of Directors. Notwithstanding the foregoing, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with terminate Executive’s position as the Chief Strategy and Performance Officer employment shall not exist unless (including status, office, titles and reporting requirements), or any other action by a) a written notice has first been delivered to the Company that results in a material diminution in such position, excluding for this purpose any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities; or (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for “Good Reason given thereof by Executive. A termination of employment by Executive for Notice”), which Good Reason shall be effected by Executive’s giving Notice specifically identifies the Board written notice (“Notice of Termination for Good Reason”event(s) of the termination, setting forth in reasonable detail the specific conduct of the Company that or circumstances Executive believes constitutes Good Reason and the specific provision(s(b) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected fails to cure or rectify the circumstance giving rise to the Notice of Termination for Good Reason same within thirty (30) days after the Company’s receipt giving of the Good Reason Notice (the “Good Reason Period”) . If the Company fails to timely cure or rectify such Notice events of circumstances in accordance with the foregoing, Executive may send a notice to the Company that he is terminating his employment for Good Reason (“Good Reason Termination Notice”), in which case his employment hereunder shall thereupon be terminated for Good Reason. If any Good Reason Notice shall not have been delivered by Executive within ninety (90) days following the date Executive becomes aware of the purported existence of a Good Reason event, or any Good Reason Termination Notice shall not have been delivered within thirty (30) days following the end of the Good Reason Period, then unless continuing or reoccurring thereafter, the applicable event or circumstances shall no longer be a basis for Good Reason and any purported termination of Executive’s employment relating to the applicable event or circumstances shall not be a termination for Good Reason under this Agreement. Executive acknowledges that election of the Executive to serve on the Board of Directors of the Company is an action taken annually by the stockholders, and agrees that. assuming he is nominated, the failure, following his initial appointment to the Board, of the Executive to be reelected to the Board, or his ceasing to serve on the Board, for any reason shall not be a basis or grounds for Good Reason hereunder. For the avoidance of doubt, any prospective action that would, if actually taken or implemented, constitute Good Reason (after the expiration without cure of the applicable notice and cure period provided for above) shall not in any event be deemed to have occurred unless and until such action is actually taken or implemented.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his employment and the Term for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Chief Strategy and Performance Clinical Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive and (ii) any action taken following a change in control of the Company, including, but not limited to, a change in reporting requirements and/or responsibilities if the Company ceases to be a standalone public reporting company following such change in control; (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities; or (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his employment and the Term for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Chief Strategy and Performance Officer Vice President, Finance (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive and (ii) any action taken following a change in control of the Company, including, but not limited to, a change in reporting requirements and/or responsibilities if the Company ceases to be a standalone public reporting company following such change in control; (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities; or (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his Executive’s employment and the Term for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Vice President of Finance and Chief Strategy and Performance Accounting Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive and (ii) any change in status, office, titles and reporting requirements following a Change in Control (as defined in the 2019 Plan) of the Company in which the Company ceases to be a standalone public reporting company, provided that the material duties of Executive following such Change in Control are not inconsistent with those of Executive immediately prior to such Change in Control; (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty thirty-five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s 's responsibilities; or (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his Executive’s employment and the Term for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Chief Strategy and Performance Executive Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive and (ii) any change in status, office, titles and reporting requirements following a Change in Control (as defined in the 2019 Plan) of the Company in which the Company ceases to be a standalone public reporting company, provided that the material duties of Executive following such Change in Control are not inconsistent with those of Executive immediately prior to such Change in Control; (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty thirty-five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities; or (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his Executive’s employment and the Term for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Chief Strategy and Performance Executive Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive and (ii) any change in status, office, titles and reporting requirements following a Change in Control of the Company in which the Company ceases to be a standalone public reporting company, provided that the material duties of Executive following such Change in Control are not inconsistent with those of Executive immediately prior to such Change in Control; (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty thirty-five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities; or and (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason, which expressly includes Executive’s appointment as Principle Executive Officer. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his Executive’s employment and with Good Reason by providing the Term for Company fifteen (15) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the Executive’s knowledge (whether actual or constructive, including, without limitation, knowledge that Executive would have reasonably obtained after making due and appropriate inquiry) of such event. For purposes During such fifteen (15) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled to the same payments and benefits as provided in Section 6(d) hereof for a termination by the Company without Cause, subject to the same conditions on payment and benefits as described in Section 6(d) hereof. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 6(e) and Section 14, Executive shall have no further rights to any compensation or any other benefits under this Agreement, . A Company Nonrenewal shall constitute a “Good Reason” shall mean (A) the assignment to trigger and if Executive of material duties inconsistent with Executive’s position as the Chief Strategy and Performance Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination resigns for Good Reason following a Company Nonrenewal, Executive shall (as defined belowsubject to the satisfaction of any applicable performance objectives) thereof given be entitled to receive the benefit of the full value of the Sign-On PSUs (subject to the achievement of the performance metrics) and the Sign-On Option Grant, in each case, to the extent the performance or vesting period would be completed by Executive (Bor within 31 days of) the end of the fiscal year in which such Company requiring Nonrenewal occurred, as though Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty five (35) miles had remained employed through the end of such location, performance or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities; or (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reasonvesting period.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his Executive’s employment and the Term for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Chief Strategy and Performance Officer Executive Vice President, Operations (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive and (Bii) any change in status, office, titles and reporting requirements following a Change in Control of the Company requiring Executive in which the Company ceases to be based at any office or location other than a standalone public reporting company, provided that the material duties of Executive following such Change in Palm Beach County, Florida, or within thirty five (35) miles Control are not inconsistent with those of Executive immediately prior to such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required Change in the performance of Executive’s responsibilitiesControl; or (CB) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his Executive’s employment and the Term for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the General Counsel and Chief Strategy and Performance Development Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive and (ii) any change in status, office, titles and reporting requirements following a Change in Control of the Company in which the Company ceases to be a standalone public reporting company, provided that the material duties of Executive following such Change in Control are not inconsistent with those of Executive immediately prior to such Change in Control; (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty thirty-five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s 's responsibilities; or (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate Executive’s employment with the Company with Good Reason upon written notice to the Company of the alleged act or omission constituting Good Reason, which notice shall set forth in reasonable detail the reason or reasons that Executive believes his employment and the Term is to be terminated for Good Reason. For purposes of this Agreement, “Good Reason” shall mean means, without Executive’s written consent, (i) a reduction of Executive’s Base Salary, (ii) a reduction in Executive’s annual incentive bonus target below Executive’s annual incentive bonus target for the preceding fiscal year, (iii) Executive is no longer the Chief Executive Officer of (A) the assignment Company, or (B) in the event of a Change of Control, the successor to the Company’s business or assets, (iv) Executive is no longer serving on (A) the Board or (B) in the event of material duties inconsistent with a Change of Control, the board of directors or similar governing body of successor to the Company’s business or assets, except in each case on account of removal from the Board for cause pursuant to the vote of the stockholders of the Company or due to Executive’s position as the Chief Strategy and Performance Officer (including status, office, titles and reporting requirements)resignation from, or refusal to stand for reelection to, the Board, (v) any other action material breach by the Company that results in a material diminution in such position, excluding for this purpose any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities; or (C) any material failure by the Company to comply with any of the provisions material terms of this Agreement, other than or (vi) during the one-year period following a failure not occurring in bad faith and Change of Control, Executive is required to relocate his place of employment to a location that is remedied by more than 35 miles from the Company promptly after receipt location of a Notice the Company’s headquarters as of Termination the date first set forth above; provided, however, that for any of the foregoing to constitute Good Reason, Executive must provide written notification of such event or condition constituting Good Reason given thereof by Executive. A termination of employment by within 90 days after Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) knows of the terminationoccurrence of any such event or condition, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected 60 days from the circumstance giving rise to the Notice date of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice written notice to effect a cure of Termination for the event or condition constituting Good Reason, and, upon cure thereof by the Company, such event or condition shall no longer constitute Good Reason.