Common use of Termination by Executive Clause in Contracts

Termination by Executive. Executive may terminate Executive’s employment at any time for any reason, including but not limited to for Good Reason. A termination by Executive other than for Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s consent: (i) a material diminution in Executive’s Base Salary, except for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of this Agreement by the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing of the specific act or omission constituting a “Good Reason” condition within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s his employment at any time hereunder for any reason, including but not limited to for Good Reason. A If Executive provides notice to the Company under Paragraph 1 that he does not wish to extend the Period of Employment, such action shall be deemed a voluntary termination by Executive other than for and one without Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)Reason. For purposes of this Agreement, “"Good Reason” " shall mean that Executive has complied with the “"Good Reason Process” " (hereinafter defined) following the occurrence of any of the following events without Executive’s consentevents: (iA) a material substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive's responsibilities, authorities, powers, functions or duties, other than a change in Executive’s 's position or reporting relationship; (B) any removal, during the Period of Employment, from Executive of his title of Executive Vice President; (C) an involuntary reduction in Executive's Base Salary, Salary or Adjusted Base Salary or involuntary reduction in cash incentive compensation plan (but not reduction in incentive compensation appropriate for level of performance) except for a proportional reduction pursuant to a Companyacross-wide reduction of the-board salary reductions similarly affecting all executive salaries due to economic conditionsor substantially all management employees; (iiD) a breach by the Company of any of its other material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of obligations under this Agreement by and the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing failure of the specific act or omission constituting a “Good Reason” condition Company to cure such breach within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after written notice thereof by Executive; (E) the end involuntary relocation of the Cure PeriodCompany's offices at which Executive is principally employed or the involuntary relocation of the offices of Executive's primary workgroup to a location more than thirty (30) miles from such offices (other than a relocation in either event to Dallas, Texas), or the requirement by the Company for Executive to be based anywhere other than the Company's offices at such location or in Dallas, Texas on an extended basis, except for required travel on the Company's business to an extent substantially consistent with Executive's business travel obligations; or (F) the requirement that Executive report to a person who is below the level of an Executive Vice President. "Good Reason Process" shall mean that (i) the Executive reasonably determines in good faith that a "Good Reason" event has occurred; (ii) Executive notifies the Company in writing of the occurrence of the Good Reason event; (iii) Executive cooperates in good faith with the Company's efforts, for a period not less than ninety (90) days following such notice, to modify Executive's employment situation in a manner acceptable to Executive and Company; and (iv) notwithstanding such efforts, one or more of the Good Reason events continues to exist and has not been modified in a manner acceptable to Executive. If the Company cures the Good Reason condition event during the Cure Periodninety (90) day period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. This Agreement and Executive’s employment may be terminated by the Executive as follows: (i) the Executive may terminate Executive’s his employment and this Agreement at any time and for any reason or no reason, including but not limited to for Good Reason. A termination by Executive other than for Good Reason will be effective upon such date set forth in a thirty (30) days prior written notice to the Company; provided, howeverBank or BCH. Unless otherwise agreed in writing between the Executive, the Company may accelerate Bank and BCH, at the effective date time such notice is given the Executive shall immediately cease performing and discharging the duties and responsibilities of his positions and remove himself and his personal belongings from the Bank’s and BCH’s premises. All rights and obligations accruing to the Executive under this Agreement shall cease at such termination, except that such termination by shall not prejudice the Executive's rights regarding employment benefits which shall have accrued prior to such termination and any other remedy which the Executive may have at law, in equity or under this Agreement, which remedy accrued prior to such termination; or (ii) the Executive may terminate his employment and this Agreement at any earlier date after receiving time upon thirty (30) days prior written notice to the Bank or BCH, based on the Executive’s good faith determination of the existence of “good reason” therefore, subject to the right of the Bank or BCH to cure the matter alleged as the basis for the Executive’s determination that “good reason” exists as described herein. In order to be considered a “good reason,” such notice must be given to the Bank or BCH within ninety (and such acceleration shall not constitute a termination by 90) days of the Company without Cause for any purpose)occurrence of the event causing the “good reason” to exist. For purposes of this Agreement, “Good Reasongood reason” shall mean that Executive has complied with without the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s consent: written consent there occurs (iA) a any material diminution in Executive’s Base Salary, except for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authority, duties or responsibilities; (iii) a material adverse change in the geographic nature and scope of the Executive's position, authorities, responsibilities, duties, or a change of twenty (20) miles or more in the Executive's location at which Executive provides services of employment, or any material reduction in the Executive’s base salary, incentive compensation (including any material adverse change to the Company; terms of the Incentive Plan after the date of this Agreement) or other benefits under this Agreement, or (ivB) any other action or inaction that event which reasonably constitutes a material breach of this Agreement demotion, significant diminution or constructive termination (by the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO resignation or the Company’s Chief Legal Officer in writing otherwise) of the Executive's employment. The Executive shall specify in any such notice to the Bank or BCH the specific act basis for his good faith determination that “good reason” exists and the Bank or omission constituting a “Good Reason” condition within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company BCH shall have thirty (30) days within which to remedy cure any matter alleged by the condition (Executive as the basis for such “Cure Period”)good reason” determination by the Executive. If If, in the Company does not remedy or otherwise correct reasonable good faith determination of the condition noticed Executive, the matters alleged by the Executive as “good reason” are cured within the such thirty (30) day period, then the Executive may resign/shall not be entitled to terminate Executive’s his employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in and this Agreement as based thereon. Unless otherwise agreed in writing between the “Good Reason ProcessExecutive, the Bank and BCH, upon termination, the Executive shall immediately cease performing and discharging the duties and responsibilities of his positions and remove himself and his personal belongings from the Bank’s and BCH’s premises.”

Termination by Executive. This Agreement and Executive’s employment may be terminated by the Executive as follows: (a) the Executive may terminate Executive’s his employment and this Agreement at any time and for any reason or no reason, including but not limited to for Good Reason. A termination by Executive other than for Good Reason will be effective upon such date set forth in a fifteen (15) days prior written notice to the Company; providedBank. Unless otherwise agreed in writing between the Executive and the Bank, howeverat the time such notice is given, the Company may accelerate Executive shall immediately cease performing and discharging the effective date duties and responsibilities of his positions and remove himself and his personal belongings from the Bank’s premises and the Executive agrees to concurrently resign any directorship of the Bank and its affiliates. All rights and obligations accruing to the Executive under this Agreement shall cease at such termination, except that such termination by shall not prejudice the Executive’s rights regarding employment benefits which shall have accrued prior to such termination and any other remedy which the Executive may have at law, in equity or under this Agreement, which remedy accrued prior to such termination; or (b) the Executive may terminate his employment and this Agreement at any earlier date after receiving time upon thirty (30) days prior written notice to the Bank, based on the Executive’s good faith determination of the existence of “good reason” therefore, subject to the right of the Bank to cure the matter alleged as the basis for the Executive’s determination that “good reason” exists as described herein. In order to be considered a “good reason,” such notice must be given to the Bank within thirty (and such acceleration shall not constitute a termination by 30) days of the Company without Cause for any purpose)occurrence of the event causing the “good reason” to exist. For purposes of this Agreement, “Good Reasongood reason” shall mean that Executive has complied with that, without the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s written consent: , there occurs (i) a any material diminution adverse change in the nature and scope of the Executive’s Base Salaryposition, except for authorities, responsibilities, duties, or a proportional change of thirty (30) miles or more in the Executive’s location of employment, or any material reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditions; in the Executive’s base salary, bonus or other benefits under this Agreement, or (ii) any event which reasonably constitutes a material demotion, significant diminution in or constructive termination (by resignation or otherwise) of the Executive’s authority, duties or responsibilities; (iii) a material change employment. The Executive shall specify in the geographic location at which Executive provides services any such notice to the Company; or (iv) any other action or inaction that constitutes a material breach of this Agreement by the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing of Bank the specific act or omission constituting a basis for his good faith determination that “Good Reasongood reason” condition within a period not to exceed sixty (60) days of exists and the initial existence or occurrence of the condition, upon the notice of which the Company Bank shall have thirty (30) days within which to remedy cure any matter alleged by the condition (Executive as the basis for such “Cure Period”)good reason” determination by the Executive. If If, in the Company does not remedy or otherwise correct reasonable good faith determination of the condition noticed Executive, the matters alleged by the Executive as “good reason” are cured within the such thirty (30) day period, then the Executive may resign/shall not be entitled to terminate Executivehis employment and this Agreement based thereon. Unless otherwise agreed in writing between the Executive and the Bank, upon termination, the Executive shall immediately cease performing and discharging the duties and responsibilities of his positions and remove himself and his personal belongings from the Bank’s employment for “Good Reason” by written notice delivered premises and the Executive agrees to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end concurrently any directorship of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason ProcessBank and its affiliates.”

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s his employment at any time hereunder for any reason, including but not limited to for Good Reason. A If Executive provides notice to the Company under Paragraph 1 that he does not wish to extend the Period of Employment, such action shall be deemed a voluntary termination by Executive other than for and one without Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)Reason. For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without events: (A) a substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive’s consent: responsibilities, authorities, powers, functions or duties; (iB) a material diminution any removal, during the Period of Employment, from Executive of his title of Chief Financial Officer; (C) an involuntary reduction in Executive’s Base Salary, Salary except for a proportional reduction pursuant to a Companyacross-wide reduction of the-board reductions similarly affecting all executive salaries due to economic conditionsor substantially all management employees; (iiD) a breach by the Company of any of its other material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of obligations under this Agreement by and the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing failure of the specific act or omission constituting a “Good Reason” condition Company to cure such breach within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after written notice thereof by Executive; (E) the end involuntary relocation of the Cure PeriodCompany’s offices at which Executive is principally employed or the involuntary relocation of the offices of Executive’s primary workgroup to a location more than 30 miles from such offices, or the requirement by the Company that Executive be based anywhere other than the Company’s offices at such location on an extended basis, except for required travel on the Company’s business to an extent substantially consistent with Executive’s business travel obligations; or (F) the failure of the Company to obtain the agreement from any successor to the Company to assume and agree to perform this Agreement as required by Paragraph 11 (each of which is hereinafter referred to as a “Good Reason event”). “Good Reason Process” shall mean that (i) Executive reasonably determines in good faith that a “Good Reason” event has occurred; (ii) Executive notifies the Company in writing of the occurrence of the Good Reason event; (iii) Executive cooperates in good faith with the Company’s efforts, for a period not less than ninety (90) days following such notice, to modify Executive’s employment situation in a manner acceptable to Executive and Company; and (iv) notwithstanding such efforts, one or more of the Good Reason events continues to exist and has not been modified in a manner acceptable to Executive. If the Company cures the Good Reason condition event in a manner acceptable to Executive during the Cure Periodninety (90) day period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s his employment at any time hereunder for any reason, including but not limited to for Good Reason. A termination by Executive other than for Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s consentevents: (i) a substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive’s responsibilities, authorities, powers, functions or duties; (ii) an involuntary material diminution reduction in Executive’s Base Salary, Salary except for a proportional reduction pursuant to a Companyacross-wide reduction of the-board reductions similarly affecting all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authority, duties or responsibilitiessubstantially all management employees; (iii) a breach by the Company of any of its other material obligations under this Agreement, or (iv) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of this Agreement by the Companymust perform his services. In order for Executive to terminate Executive’s employment for “Good Reason,Reason Process” shall mean that (A) Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer reasonably determines in writing of the specific act or omission constituting good faith that a “Good Reason” condition event has occurred; (B) Executive notifies the Company in writing of the occurrence of the Good Reason event within a period not to exceed sixty ninety (6090) days of the initial existence or occurrence of such event; (C) Executive cooperates in good faith with the conditionCompany’s efforts, upon the notice of which the Company shall have for a period not less than thirty (30) days following such notice, to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate modify Executive’s employment for “situation in a manner acceptable to Executive and Company; (D) notwithstanding such efforts, one or more of the Good Reason” by written notice delivered Reason events continues to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty exist and has not been modified in a manner acceptable to Executive; and (30E) Executive terminates his employment no later than sixty (60) days after the end of the Cure Periodthirty-day cure period. If the Company cures the Good Reason condition event in a manner acceptable to Executive during the Cure Periodthirty-day period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s his employment at any time hereunder for any reason, including but not limited to for Good Reason. A If Executive provides notice to the Company under Paragraph 1 that he does not wish to extend the Period of Employment, such action shall be deemed a voluntary termination by Executive other than for and one without Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)Reason. For purposes of this Agreement, “"Good Reason” " shall mean that Executive has complied with the “"Good Reason Process” " (hereinafter defined) following the occurrence of any of the following events without Executive’s consentevents: (iA) a material substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive's responsibilities, authorities, powers, functions or duties; (B) any removal, during the Period of Employment, from Executive of his title of President; (C) an involuntary reduction in Executive’s 's Base Salary, Salary except for a proportional reduction pursuant to a Companyacross-wide reduction of the-board reductions similarly affecting all executive salaries due to economic conditionsor substantially all management employees; (iiD) a breach by the Company of any of its other material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of obligations under this Agreement by and the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing failure of the specific act or omission constituting a “Good Reason” condition Company to cure such breach within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after written notice thereof by Executive; (E) the end involuntary relocation of the Cure PeriodCompany's offices at which Executive is principally employed or the involuntary relocation of the offices of Executive's primary workgroup to a location more than 30 miles from such offices, or the requirement by the Company that Executive be based anywhere other than the Company's offices at such location on an extended basis, except for required travel on the Company's business to an extent substantially consistent with Executive's business travel obligations; or (F) the failure of the Company to obtain the agreement from any successor to the Company to assume and agree to perform this Agreement as required by Paragraph 10. "Good Reason Process" shall mean that (i) Executive reasonably determines in good faith that a "Good Reason" event has occurred; (ii) Executive notifies the Company in writing of the occurrence of the Good Reason event; (iii) Executive cooperates in good faith with the Company's efforts, for a period not less than ninety (90) days following such notice, to modify Executive's employment situation in a manner acceptable to Executive and Company; and (iv) notwithstanding such efforts, one or more of the Good Reason events continues to exist and has not been modified in a manner acceptable to Executive. If the Company cures the Good Reason condition event in a manner acceptable to Executive during the Cure Periodninety (90) day period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s his employment at any time hereunder for any reason, including but not limited to for Good Reason. A If Executive provides notice to the Company under Paragraph 1 that he does not wish to extend the Period of Employment, such action shall be deemed a voluntary termination by Executive other than for and one without Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)Reason. For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without events: (A) a substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive’s consent: responsibilities, authorities, powers, functions or duties, other than a change in Executive’s position or reporting relationship; (iB) a material diminution any removal, during the Period of Employment, from Executive of his title of Senior Vice President; (C) an involuntary reduction in Executive’s Base Salary, Salary or Adjusted Base Salary or involuntary reduction in cash incentive compensation plan (but not reduction in incentive compensation appropriate for level of performance) except for a proportional reduction pursuant to a Companyacross-wide reduction of the-board salary reductions similarly affecting all executive salaries due to economic conditionsor substantially all management employees; (iiD) a breach by the Company of any of its other material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of obligations under this Agreement by and the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing failure of the specific act or omission constituting a “Good Reason” condition Company to cure such breach within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after written notice thereof by Executive; (E) the end involuntary relocation of the Cure Period. If Company’s offices at which Executive is principally employed or the involuntary relocation of the offices of Executive’s primary workgroup to a location more than thirty (30) miles from such offices (other than a relocation in either event to Dallas, Texas), or the requirement by the Company cures for Executive to be based anywhere other than the Good Reason condition during the Cure PeriodCompany’s offices at such location or in Dallas, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”Texas on an extended basis, except for required travel on

Termination by Executive. Executive may terminate Executive’s employment at any time for any reason, including including, but not limited to for to, Good Reason. A termination by Executive other than for Good Reason will be effective , upon such date set forth in a written notice to the Company; provided, however, effective immediately or upon such later date as may be specified in the Company may accelerate notice. For all or any part of the period between the date of such notice and the effective date of such termination by notice, the Company may, at its sole discretion, require Executive to work from home or other remote location, relieve Executive of all or any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for part of Executive’s duties, place Executive on paid administrative leave, or any purpose)combination thereof. For purposes of this Agreement, “"Good Reason” shall " will mean that the Executive has complied with the “"Good Reason Process” " (hereinafter defined) following the occurrence of any of the following events without Executive’s consentevents: (i) a material diminution in the Executive’s Base Salary's responsibilities, except for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditionsauthority or duties; (ii) a material diminution in the Executive’s authority, duties 's Base Salary except for across-the-board salary reductions based on the Company's financial performance similarly affecting all or responsibilitiessubstantially all senior management employees of the Company; and (iii) a material change in the geographic location at which the Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of this Agreement by the Company; and (v) the failure of any acquirer of the Company, to agree to the terms of this Agreement. In order for "Good Reason Process" will mean that (a) the Executive to terminate Executive’s employment for “reasonably determines in good faith that a "Good Reason,” " condition has occurred; (b) the Executive must first notify either notifies the Company’s CEO or the Company’s Chief Legal Officer Company in writing of the specific act or omission constituting a “first occurrence of the Good Reason” Reason condition within 60 days of his knowledge of the first occurrence of such condition; (c) the Executive cooperates in good faith with the Company's efforts, for a period not to exceed sixty less than 30 days following such notice (60) days of the initial existence or occurrence of the condition"Cure Period"), upon the notice of which the Company shall have thirty (30) days to remedy the condition; (d) notwithstanding such efforts, the Good Reason condition continues to exist; and (e) the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed Executive terminates his/her employment within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall will be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s his employment at any time hereunder for any reason, including but not limited to for Good Reason. A If Executive provides notice to the Company under Paragraph 1 that he does not wish to extend the Period of Employment, such action shall be deemed a voluntary termination by Executive other than for and one without Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)Reason. For purposes of this Agreement, “"Good Reason” " shall mean that Executive has complied with the “"Good Reason Process” " (hereinafter defined) following the occurrence of any of the following events without Executive’s consentevents: (iA) a material substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive's responsibilities, authorities, powers, functions or duties; (B) any removal, during the Period of Employment, from Executive of his title of Chief Financial Officer; (C) an involuntary reduction in Executive’s 's Base Salary, Salary except for a proportional reduction pursuant to a Companyacross-wide reduction of the-board reductions similarly affecting all executive salaries due to economic conditionsor substantially all management employees; (iiD) a breach by the Company of any of its other material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of obligations under this Agreement by and the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing failure of the specific act or omission constituting a “Good Reason” condition Company to cure such breach within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after written notice thereof by Executive; (E) the end involuntary relocation of the Cure PeriodCompany's offices at which Executive is principally employed or the involuntary relocation of the offices of Executive's primary workgroup to a location more than 30 miles from such offices, or the requirement by the Company that Executive be based anywhere other than the Company's offices at such location on an extended basis, except for required travel on the Company's business to an extent substantially consistent with Executive's business travel obligations; or (F) the failure of the Company to obtain the agreement from any successor to the Company to assume and agree to perform this Agreement as required by Paragraph 10. "Good Reason Process" shall mean that (i) Executive reasonably determines in good faith that a "Good Reason" event has occurred; (ii) Executive notifies the Company in writing of the occurrence of the Good Reason event; (iii) Executive cooperates in good faith with the Company's efforts, for a period not less than ninety (90) days following such notice, to modify Executive's employment situation in a manner acceptable to Executive and Company; and (iv) notwithstanding such efforts, one or more of the Good Reason events continues to exist and has not been modified in a manner acceptable to Executive. If the Company cures the Good Reason condition event in a manner acceptable to Executive during the Cure Periodninety (90) day period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s his employment at any time hereunder for any reason, including but not limited to for Good Reason. A termination by Executive other than for Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s consentevents: (i) a substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive’s responsibilities, authorities, powers, functions or duties; (ii) an involuntary material diminution reduction in Executive’s Base Salary, Salary except for a proportional reduction pursuant to a Companyacross-wide reduction of the-board reductions similarly affecting all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authority, duties or responsibilitiessubstantially all management employees; (iii) a breach by the Company of any of its other material obligations under this Agreement, or (iv) a material change in the geographic location at which Executive provides services to must perform his services; provided that, a change in the Company; or (iv) any other action or inaction that constitutes a material breach employment of this Agreement by the Company. In order for Executive to terminate Executive’s employment for another affiliate of Company does not in and of itself constitute “Good Reason,.” “Good Reason Process” shall mean that (A) Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer reasonably determines in writing of the specific act or omission constituting good faith that a “Good Reason” condition event has occurred; (B) Executive notifies the Company in writing of the occurrence of the Good Reason event within a period not to exceed sixty ninety (6090) days of the initial existence or occurrence of such event; (C) Executive cooperates in good faith with the conditionCompany’s efforts, upon the notice of which the Company shall have for a period not less than thirty (30) days following such notice, to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate modify Executive’s employment for “situation in a manner acceptable to Executive and Company; (D) notwithstanding such efforts, one or more of the Good Reason” by written notice delivered Reason events continues to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty exist and has not been modified in a manner acceptable to Executive; and (30E) Executive terminates his employment no later than sixty (60) days after the end of the Cure Periodthirty-day cure period. If the Company cures the Good Reason condition event in a manner acceptable to Executive during the Cure Periodthirty-day period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. Executive may terminate this Agreement and Executive’s employment with the Company at any time for any reason, including but not limited to for with or without Good Reason. A termination by In the event Executive other than for desires to resign Executive’s employment with the Company without Good Reason Reason, Executive will be effective upon such date set forth in a provide at least thirty (30) calendar days’ advance written notice to the Company; providedCompany of Executive’s resignation, however, which the Company may accelerate may, in its sole discretion, accept earlier than the effective date of such termination by Executive full notice period with or without further compensation to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)Executive. For purposes of this AgreementSection 3.3, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following means the occurrence of any of the following events without Executive’s prior written consent: (i) a material diminution reduction in Executive’s Base SalarySalary as in effect immediately prior to such reduction (other than an across-the-board reduction, except for a proportional reduction pursuant in whatever amount or percentage, approved by the Company or Board that applies on similar terms to a Company-wide reduction of all executive salaries due to economic conditionsother Company officers); (ii) a material diminution reduction in Executive’s authority, reporting relationship or material duties or responsibilities; (iii) a material change in breach by the geographic location at which Executive provides services to Company of any material provision of any agreement between the CompanyCompany and Executive, including this Agreement; or (iv) any other action or inaction a requirement that constitutes a material breach Executive move his principal place of this Agreement employment with the Company by more than 25 miles. Notwithstanding the Company. In foregoing, in order for Executive to terminate Executive’s employment resign for “Good Reason,” , Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing of the specific act or omission constituting a “Good Reason” condition within a period not (1) provide written notice to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have within thirty (30) calendar days after the first occurrence of the event giving rise to remedy Good Reason setting forth the condition basis for Executive’s resignation, (the “Cure Period”). If 2) allow the Company does not remedy or otherwise correct the condition noticed within the at least thirty (30) day calendar days from receipt of such written notice to cure such event or, if applicable, provide Executive with an explanation that the acts or events claimed to constitute Good Reason did not occur or otherwise do not constitute Good Reason as described in this Agreement, and (3) if such event is not reasonably cured within such period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty resign not later than seven (307) calendar days after the end expiration of the Cure Period. If cure period by a written notice which shall state that Executive is exercising the Company cures the right to terminate for Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason ProcessReason.”

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s his employment at any time hereunder for any reason, including but not limited to for Good Reason. A If Executive provides notice to the Company under Paragraph 1 that he does not wish to extend the Period of Employment, such action shall be deemed a voluntary termination by Executive other than for and one without Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)Reason. For purposes of this Agreement, “"Good Reason” " shall mean that Executive has complied with the “"Good Reason Process” " (hereinafter defined) following the occurrence of any of the following events without Executive’s consentevents: (iA) a material substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive's responsibilities, authorities, powers, functions or duties, (B) any removal, during the Period of Employment, from Executive of his titles of President and Chief Operating Officer; (C) an involuntary reduction in Executive’s 's Base Salary, except Adjusted Base Salary or Incentive Compensation (but not reduction in Incentive Compensation appropriate for a proportional reduction pursuant to a Company-wide reduction level of all executive salaries due to economic conditionsperformance); (iiD) a breach by the Company of any of its other material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of obligations under this Agreement by and the Company. In order for Executive failure of Company to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing of the specific act or omission constituting a “Good Reason” condition cure such breach within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after written notice thereof by Executive; (B) the end involuntary relocation of the Cure PeriodCompany's offices at which Executive is principally employed or the involuntary relocation of the offices of Executive's primary workgroup to a location more than thirty (30) miles from such offices (other than a relocation in either event to Dallas, Texas), or the requirement by the Company for Executive to be based anywhere other than the Company's offices at such location or in Dallas, Texas on an extended basis, except for required travel on obligations; and (F) Executive shall not have been nominated by the Nominating Committee of the Board to fill a seat as a Class A Director when the next such vacancy occurs but in any event prior to the first anniversary of the Effective Date. "Good Reason Process" shall mean that (i) the Executive reasonably determines in good faith that a "Good Reason" event has occurred; (ii) Executive notifies the Company in writing of the occurrence of the Good Reason event; (iii) Executive cooperates in good faith with the Company's efforts, for a period not less than ninety (90) days following such notice, to modify Executive's employment situation in a manner acceptable to Executive and Company; and (iv) notwithstanding such efforts, one or more of the Good Reason events continues to exist and has not been modified in a manner acceptable to Executive. If the Company cures the Good Reason condition event during the Cure Periodninety (90) day period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. (a) Executive may terminate Executive’s his employment under this Agreement at any time for any reason, including but not limited to for Good Reason. A termination by Executive other than for without Good Reason will be effective (as defined in Section 3.5(c) below) upon such date set forth in a thirty (30) days prior written notice to the Company; provided. The Company, however, the Company may accelerate the effective date of such termination by Executive in its sole discretion but without derogation to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). For purposes rights of this AgreementExecutive under Section 2, “Good Reason” shall mean that may place Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s consent: (i) a material diminution in Executive’s Base Salary, except for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of this Agreement by the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing of the specific act or omission constituting a “Good Reason” condition within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within on administrative leave during the thirty (30) day notice period. (b) Executive may terminate his employment under this Agreement, upon fifteen (15) days prior written notice to the Company, if he resigns for Good Reason; provided that Executive shall not resign pursuant to this Section 3.5(b) if, prior to the expiration of the fifteen (15) day notice period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures causes the facts or events giving rise to the Good Reason condition for resignation to no longer exist and provides evidence of a form and nature satisfactory to Executive that such facts or events no longer and will not in the foreseeable future exist. The Company, in its sole discretion but without derogation to any rights of Executive under Section 2, may place Executive on administrative leave during the Cure Periodfifteen (15) day notice period. Notwithstanding anything to the contrary contained herein, Executive shall not be required to perform any act stated in his written notice of resignation as Good Reason for his resignation for the period beginning with the giving of such written notice and ending with the effective date of the termination of his employment. (c) Executive shall be deemed not considered to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “resigned for Good Reason Process.”if: (1) Executive ceases to hold the positions and titles of Executive Vice President as contemplated by Section 1.1 of this Agreement; (2) Executive is assigned, without his consent, authority or responsibility materially inconsistent with the authority and responsibility contemplated by Section 1.1 of this Agreement, including without limitation any material diminution of his authority and responsibility or change in reporting requirements;

Termination by Executive. (i) Executive may voluntarily terminate Executive’s her employment hereunder at any time for any reason, including but upon not limited to for Good Reason. A termination by Executive other less than for Good Reason will be effective upon such date set forth in a ninety (90) days’ prior written notice to the Company; provided, however, that any time during said 90-day period, the Company may accelerate request Executive to vacate her office and cease to perform employment services for or on behalf of the Company except those assigned by the Chief Executive Officer of the Company which are to be conducted from Executive’s home. If Executive so terminates her employment, then the Company shall pay to Executive her then current Base Salary, Benefits accrued, and any expenses for which Executive is entitled to be reimbursed, up to and including the effective date of such termination by termination. Executive shall not be entitled to any earlier date after receiving such other salary, bonus, benefits or other compensation as a result of termination pursuant to this Section 15(d). (ii) Executive may resign her employment hereunder upon written notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). of her “Resignation For Good Reason.” For purposes of this Agreement, Executive’s “Resignation For Good Reason” shall mean that Executive has complied means Executive’s termination of Executive’s employment with Company as a result of: (A) the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events Company materially reducing Executive’s Base Salary without Executive’s consent: (i) a material diminution in Executive’s Base Salary, except for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditions; (iiB) a material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a ’s material breach of this Agreement by Agreement; or (C) the Company. In order for Executive to terminate relocation of Executive’s principal place of employment for “Good Reason,” to any place that is more than 30 miles from Executive’s current principal place of employment, other than reasonable Company travel. Executive must first notify either provide the Company’s CEO or the Company’s Chief Legal Officer in writing of the specific act or omission constituting a “Good Reason” condition within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the Company written notice of which a potential Resignation For Good Reason within 90 days after the condition(s) justifying such resignation arise. Upon receiving such notice, the Company shall have thirty (30) 30 days to remedy cure the condition (the “Cure Period”)condition(s) justifying Executive’s Resignation For Good Reason. If the Company does such condition(s) are not remedy or otherwise correct the condition noticed cured within the thirty (30) day such period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Resignation For Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as effective on the “Good Reason Process31st day.”

Termination by Executive. (a) Executive may terminate Executive’s his employment under this Agreement at any time for any reason, including but not limited to for Good Reason. A termination by Executive other than for without Good Reason will be effective (as defined in Section 3.5(c) below) upon such date set forth in a thirty (30) days prior written notice to the Company; provided. The Company, however, the Company may accelerate the effective date of such termination by Executive in its sole discretion but without derogation to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). For purposes rights of this AgreementExecutive under Section 2, “Good Reason” shall mean that may place Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s consent: (i) a material diminution in Executive’s Base Salary, except for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of this Agreement by the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing of the specific act or omission constituting a “Good Reason” condition within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within on administrative leave during the thirty (30) day notice period. (b) Executive may terminate his employment under this Agreement, upon fifteen (15) days prior written notice to the Company, if he resigns for Good Reason; provided that Executive shall not resign pursuant to this Section 3.5(b) if, prior to the expiration of the fifteen (15) day notice period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures causes the facts or events giving rise to the Good Reason condition for resignation to no longer exist and provides evidence of a form and nature satisfactory to Executive that such facts or events no longer and will not in the foreseeable future exist. The Company, in its sole discretion but without derogation to any rights of Executive under Section 2, may place Executive on administrative leave during the Cure Periodfifteen (15) day notice period. Notwithstanding anything to the contrary contained herein, Executive shall not be required to perform any act stated in his written notice of resignation as Good Reason for his resignation for the period beginning with the giving of such written notice and ending with the effective date of the termination of his employment. (c) Executive shall be deemed not considered to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “resigned for Good Reason Process.”if: (1) Executive ceases to hold the positions and titles of Chief Executive Officer, President and Chairman of the Board as contemplated by Section 1.1 of this Agreement; (2) Executive is assigned, without his consent, authority or responsibility materially inconsistent with the authority and responsibility contemplated by Section 1.1 of this Agreement, including without limitation any material diminution of his authority and responsibility or change in reporting requirements;

Termination by Executive. (i) The Executive may terminate Executive’s employment at any time for any reasonmay, including but on not limited to for Good Reason. A termination by Executive other less than for Good Reason will be effective upon such date set forth in a one hundred eighty (180) days prior written notice to the Company; providedCompany specifically setting forth the effective date thereof, howeverterminate the Employment Period prior to the end of the initial term or any successive term of the Employment Period under Section 2. Upon any such termination, the Company may accelerate shall pay the Executive the Base Salary under Section 3 through the effective date of such termination of the Employment Period, plus any bonus earned but not yet paid under the MIP and any benefits under Section 5 which have accrued through such date. (ii) The Executive may, at any time, by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by written notice, terminate the Company without Cause Employment Period for any purpose)Good Reason. For purposes of this Agreement, “"Good Reason” shall mean that " means the assignment to the Executive has complied of any duties inconsistent in any respect with the “Good Reason Process” Executive's position (hereinafter definedincluding status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 6(a) following of this Agreement, or any other action by the occurrence of any of the following events without Executive’s consent: (i) Company which results in a material diminution in Executive’s Base Salarysuch position, except for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) a material change in any failure by the geographic location at which Executive provides services Company to comply with any of the Company; or (iv) any other action or inaction that constitutes a material breach provisions of this Agreement relating to the Executive's compensation, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; the Company's requiring the Executive to be based permanently at any office or location more than 50 miles from the office maintained by the Company at Boca Raton, Florida as of the effective date of this Agreement, except for travel reasonably required in the performance of the Executive's responsibilities consistent with practices in effect prior to the effective date of this Agreement; any purported termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement; or any other occurrence or action by the Company which materially and adversely affects the Executive's working conditions or employment with the Company. In order the event of a termination by the Executive for Executive to terminate Executive’s employment for “Good Reason,” , the Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing of the specific act or omission constituting a “Good Reason” condition within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within receive the following thirty benefits (30) days after collectively, the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”"Severance Benefits"):

Termination by Executive. Executive EXECUTIVE may terminate Executive’s his employment at any time for any reason, including but not limited to for Good Reason. A termination by Executive other than for under this Agreement with or without Good Reason will be effective upon such date set forth in a on 30 days written notice to the Company; provided, however, the Company may accelerate the effective date of such termination Employer. Termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause EXECUTIVE for any purpose). For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events occurring, without ExecutiveEXECUTIVE’s prior written consent: , within the 60 day period immediately preceding EXECUTIVE’s written notice to Employer of his intent to terminate his employment (i) the assignment to EXECUTIVE of any duties materially inconsistent with Paragraph 5, other than an isolated, insubstantial and inadvertent action that is not taken in bad faith and is remedied by Employer within a material diminution in Executive’s Base Salary, except for a proportional reduction pursuant to a Company-wide reduction reasonable time after receipt of all executive salaries due to economic conditionsnotice thereof from EXECUTIVE; (ii) any requirement by Employer that the EXECUTIVE’s services be rendered primarily at a material diminution in Executive’s authority, duties location or responsibilitieslocations other than within the greater Des Moines or the greater Kansas City metropolitan area and for other than a de minimis period of time; (iii) a any material change breach of this Agreement by Employer that is not remedied by Employer as soon as practicable after EXECUTIVE provides Employer with written notice identifying such breach or failure (and in the geographic location at which Executive provides services to the Companyany event within 30 calendar days after receipt of such written notice); or (iv) any failure by Employer to comply with any provision of Paragraph 4, other action or inaction than an isolated, insubstantial and inadvertent failure that constitutes a material breach is not taken in bad faith and is remedied by Employer promptly after receipt of this Agreement by the Companynotice thereof from EXECUTIVE. In order for Executive to terminate Executiveno event shall a termination of EXECUTIVE’s employment for “Good Reason,” Executive must first notify either Reason occur unless EXECUTIVE gives written notice to Employer in accordance with Paragraph 17 stating with specificity the Company’s CEO events or the Company’s Chief Legal Officer in writing of the specific act or omission constituting actions that constitute Good Reason (a “Good Reason” condition within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure PeriodReason Notice”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day periodIn addition, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures EXECUTIVE shall provide the Good Reason condition Notice to Employer during the Cure Period, 60-day period immediately following the date that the events or actions constituting Good Reason first became known to EXECUTIVE. EXECUTIVE shall provide Employer with an opportunity to cure (if curable) the events or actions constituting Good Reason within a reasonable period of time, but at least 30 days from the date on which Employer receives the Good Reason Notice. In the event that EXECUTIVE terminates his employment for Good Reason, such termination shall be deemed not treated the same as a termination by Employer Without Cause and EXECUTIVE shall be entitled to have occurredthe same compensation and benefits as provided under Sub-paragraph 9(e). The foregoing procedure in this If EXECUTIVE terminates his employment with Employer without Good Reason, then such termination shall be treated the same as a termination by Employer for Cause and EXECUTIVE shall only be entitled to the compensation and benefits as provided under Sub-paragraph is referred to 9(c). Notwithstanding anything contained in this Agreement as to the “Good Reason Processcontrary, upon EXECUTIVE’s termination of employment due to retirement under Employer’s tax-qualified defined benefit plan, EXECUTIVE shall become fully vested in all LTI awards, stock awards, and stock options and all such rights shall become immediately exercisable and remain exercisable for 2 years from the date of EXECUTIVE’s retirement.”

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s his employment at any time hereunder for any reason, including but not limited to for Good Reason. A If Executive provides notice to the Company under Paragraph 1 that he does not wish to extend the Period of Employment, such action shall be deemed a voluntary termination by Executive other than for and one without Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)Reason. For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without events: (A) a substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive’s consent: responsibilities, authorities, powers, functions or duties; (iB) a material diminution any removal, during the Period of Employment, from Executive of his title of Chief Executive Officer; (C) an involuntary reduction in Executive’s Base Salary, Salary except for a proportional reduction pursuant to a Companyacross-wide reduction of the-board reductions similarly affecting all executive salaries due to economic conditionsor substantially all management employees; (iiD) a breach by the Company of any of its other material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of obligations under this Agreement by and the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing failure of the specific act or omission constituting a “Good Reason” condition Company to cure such breach within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after written notice thereof by Executive; (E) the end involuntary relocation of the Cure PeriodCompany’s offices at which Executive is principally employed or the involuntary relocation of the offices of Executive’s primary workgroup to a location more than 30 miles from such offices, or the requirement by the Company that Executive be based anywhere other than the Company’s offices at such location on an extended basis, except for required travel on the Company’s business to an extent substantially consistent with Executive’s business travel obligations; or (F) the failure of the Company to obtain the agreement from any successor to the Company to assume and agree to perform this Agreement as required by Paragraph 10 (each of which is hereinafter referred to as a “Good Reason event”). “Good Reason Process” shall mean that (i) Executive reasonably determines in good faith that a “Good Reason” event has occurred; (ii) Executive notifies the Company in writing of the occurrence of the Good Reason event; (iii) Executive cooperates in good faith with the Company’s efforts, for a period not less than ninety (90) days following such notice, to modify Executive’s employment situation in a manner acceptable to Executive and Company; and (iv) notwithstanding such efforts, one or more of the Good Reason events continues to exist and has not been modified in a manner acceptable to Executive. If the Company cures the Good Reason condition event in a manner acceptable to Executive during the Cure Periodninety (90) day period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. (a) Executive may terminate Executive’s his employment under this Agreement at any time for any reason, including but not limited to for Good Reason. A termination by Executive other than for without Good Reason will be effective (as defined in Section 3.5(c) below) upon such date set forth in a thirty (30) days prior written notice to the Company; provided. The Company, however, the Company may accelerate the effective date of such termination by Executive in its sole discretion but without derogation to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). For purposes rights of this AgreementExecutive under Section 2, “Good Reason” shall mean that may place Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s consent: (i) a material diminution in Executive’s Base Salary, except for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of this Agreement by the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing of the specific act or omission constituting a “Good Reason” condition within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within on administrative leave during the thirty (30) day notice period. (b) Executive may terminate his employment under this Agreement, upon fifteen (15) days prior written notice to the Company, if he resigns for Good Reason; provided that Executive shall not resign pursuant to this Section 3.5(b) if, prior to the expiration of the fifteen (15) day notice period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures causes the facts or events giving rise to the Good Reason condition for resignation to no longer exist and provides evidence of a form and nature satisfactory to Executive that such facts or events no longer and will not in the foreseeable future exist. The Company, in its sole discretion but without derogation to any rights of Executive under Section 2, may place Executive on administrative leave during the Cure Periodfifteen (15) day notice period. Notwithstanding anything to the contrary contained herein, Executive shall not be required to perform any act stated in his written notice of resignation as Good Reason for his resignation for the period beginning with the giving of such written notice and ending with the effective date of the termination of his employment. (c) Executive shall be deemed not considered to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “resigned for Good Reason Process.”if: (1) Executive ceases to hold the positions and titles of Executive Vice President and Chief Operating Officer as contemplated by Section 1.1 of this Agreement; (2) Executive is assigned, without his consent, authority or responsibility materially inconsistent with the authority and responsibility contemplated by Section 1.1 of this Agreement, including without limitation any material diminution of his authority and responsibility or change in reporting requirements;

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s his employment at any time hereunder for any reason, including but not limited to for Good Reason. A If Executive provides notice to the Company under Paragraph 1 that he does not wish to extend the Period of Employment, such action shall be deemed a voluntary termination by Executive other than for and one without Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)Reason. For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without events: (A) a substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive’s consent: responsibilities, authorities, powers, functions or duties; (iB) a material diminution any removal, during the Period of Employment, from Executive of his title of Chief Financial Officer; (C) an involuntary reduction in Executive’s Base Salary, Salary except for a proportional reduction pursuant to a Companyacross-wide reduction of the-board reductions similarly affecting all executive salaries due to economic conditionsor substantially all management employees; (iiD) a breach by the Company of any of its other material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of obligations under this Agreement by and the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing failure of the specific act or omission constituting a “Good Reason” condition Company to cure such breach within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after written notice thereof by Executive; (E) the end involuntary relocation of the Cure PeriodCompany’s offices at which Executive is principally employed or the involuntary relocation of the offices of Executive’s primary workgroup to a location more than 30 miles from such offices, or the requirement by the Company that Executive be based anywhere other than the Company’s offices at such location on an extended basis, except for required travel on the Company’s business to an extent substantially consistent with Executive’s business travel obligations; or (F) the failure of the Company to obtain the agreement from any successor to the Company to assume and agree to perform this Agreement as required by Paragraph 10 (each of which is hereinafter referred to as a “Good Reason event”). “Good Reason Process” shall mean that (i) Executive reasonably determines in good faith that a “Good Reason” event has occurred; (ii) Executive notifies the Company in writing of the occurrence of the Good Reason event; (iii) Executive cooperates in good faith with the Company’s efforts, for a period not less than ninety (90) days following such notice, to modify Executive’s employment situation in a manner acceptable to Executive and Company; and (iv) notwithstanding such efforts, one or more of the Good Reason events continues to exist and has not been modified in a manner acceptable to Executive. If the Company cures the Good Reason condition event in a manner acceptable to Executive during the Cure Periodninety (90) day period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. (a) Executive may terminate Executive’s his employment under this Agreement at any time for any reason, including but not limited to for Good Reason. A termination by Executive other than for without Good Reason will be effective (as defined in Section 3.5(c) below) upon such date set forth in a thirty (30) days prior written notice to the Company; provided. The Company, however, the Company may accelerate the effective date of such termination by Executive in its sole discretion but without derogation to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). For purposes rights of this AgreementExecutive under Section 2, “Good Reason” shall mean that may place Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s consent: (i) a material diminution in Executive’s Base Salary, except for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of this Agreement by the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing of the specific act or omission constituting a “Good Reason” condition within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within on administrative leave during the thirty (30) day notice period. (b) Executive may terminate his employment under this Agreement, upon fifteen (15) days prior written notice to the Company, if he resigns for Good Reason; provided that Executive shall not resign pursuant to this Section 3.5(b) if, prior to the expiration of the fifteen (15) day notice period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures causes the facts or events giving rise to the Good Reason condition for resignation to no longer exist and provides evidence of a form and nature satisfactory to Executive that such facts or events no longer and will not in the foreseeable future exist. The Company, in its sole discretion but without derogation to any rights of Executive under Section 2, may place Executive on administrative leave during the Cure Periodfifteen (15) day notice period. Notwithstanding anything to the contrary contained herein, Executive shall not be required to perform any act stated in his written notice of resignation as Good Reason for his resignation for the period beginning with the giving of such written notice and ending with the effective date of the termination of his employment. (c) Executive shall be deemed not considered to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “resigned for Good Reason Process.”if: (1) Executive ceases to hold the positions and titles of Chief Financial Officer and Treasurer as contemplated by Section 1.1 of this Agreement; (2) Executive is assigned, without his consent, authority or responsibility materially inconsistent with the authority and responsibility contemplated by Section 1.1 of this Agreement, including without limitation any material diminution of his authority and responsibility or change in reporting requirements;

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s his employment at any time hereunder for any reason, including but not limited to for Good Reason. A If Executive provides notice to the Company under Paragraph 1 that he does not wish to extend the Period of Employment, such action shall be deemed a voluntary termination by Executive other than for and one without Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)Reason. For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without events: (A) a substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive’s consent: responsibilities, authorities, powers, functions or duties; (iB) a material diminution any removal, during the Period of Employment, from Executive of his title of Chief Executive Officer; (C) an involuntary reduction in Executive’s Base Salary, Salary except for a proportional reduction pursuant to a Companyacross-wide reduction of the-board reductions similarly affecting all executive salaries due to economic conditionsor substantially all management employees; (iiD) a breach by the Company of any of its other material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of obligations under this Agreement by and the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing failure of the specific act or omission constituting a “Good Reason” condition Company to cure such breach within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after written notice thereof by Executive; (E) the end involuntary relocation of the Cure PeriodCompany’s offices at which Executive is principally employed or the involuntary relocation of the offices of Executive’s primary workgroup to a location more than 30 miles from such offices, or the requirement by the Company that Executive be based anywhere other than the Company’s offices at such location on an extended basis, except for required travel on the Company’s business to an extent substantially consistent with Executive’s business travel obligations; or (F) the failure of the Company to obtain the agreement from any successor to the Company to assume and agree to perform this Agreement as required by Paragraph 11 (each of which is hereinafter referred to as a “Good Reason event”). “Good Reason Process” shall mean that (i) Executive reasonably determines in good faith that a “Good Reason” event has occurred; (ii) Executive notifies the Company in writing of the occurrence of the Good Reason event; (iii) Executive cooperates in good faith with the Company’s efforts, for a period not less than ninety (90) days following such notice, to modify Executive’s employment situation in a manner acceptable to Executive and Company; and (iv) notwithstanding such efforts, one or more of the Good Reason events continues to exist and has not been modified in a manner acceptable to Executive. If the Company cures the Good Reason condition event in a manner acceptable to Executive during the Cure Periodninety (90) day period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. (a) Executive may terminate Executive’s his employment under this Agreement at any time for any reason, including but not limited to for Good Reason. A termination by Executive other than for without Good Reason will be effective (as defined in Section 3.5(c) below) upon such date set forth in a thirty (30) days prior written notice to the Company. The Company, in its sole discretion but without derogation to any rights of Executive under Section 2, may place Executive on administrative leave during the thirty (30) day notice period. (b) Executive may terminate his employment under this Agreement, upon thirty (30) days prior written notice to the Company, if his resignation is for Good Reason (as defined under Section 3.5(c)) and Executive provides prior written notice to the Company of the existence of the Good Reason condition within a 90-day period following the initial existence of such condition; providedprovided that Executive shall not resign pursuant to this Section 3.5(b) if, howeverprior to the expiration of the thirty (30) day cure period (beginning on the date of Executive’s written notice to the Company of the Good Reason condition), the Company causes the facts or events giving rise to the Good Reason for resignation to no longer exist and provides evidence of a form and nature satisfactory to Executive that such facts or events no longer and will not in the foreseeable future exist. The Company, in its sole discretion but without derogation to any rights of Executive under Section 2, may accelerate place Executive on administrative leave during the thirty (30) day cure period. Notwithstanding anything to the contrary contained herein, Executive shall not be required to perform any act stated in his written notice of resignation as Good Reason for his resignation for the period beginning with the giving of such written notice and ending with the effective date of such the termination by Executive to any earlier date after receiving such notice of his employment. (and such acceleration shall not constitute c) To be considered a termination for Good Reason under Section 3.5(b), Executive’s separation from service must occur due to the existence of one or more of the following conditions arising without the consent of Executive: (1) Executive ceases to hold the positions and titles of Chief Executive Officer, President and Chairman of the Board as contemplated by the Company without Cause for any purpose). For purposes Section 1.1 of this Agreement; (2) Executive’s authority and responsibility, as contemplated by Section 1.1 of this Agreement, “Good Reason” is materially diminished without his consent; (3) Executive’s Base Salary is materially reduced; (4) Any requirement is imposed for Executive to reside or travel outside of the Columbus, Ohio area, other than on travel reasonably required to carry out Executive’s obligations under this Agreement and consistent with past practice; (5) The Company commits a material breach of this Agreement (other than breaches which may be covered by some other subsection of this Section 3.5(c)), which breach is not cured within thirty (30) days after written notice thereof is given by Executive; or (6) For as long as he is Chief Executive Officer as contemplated by Section 1.1 of this Agreement, Executive fails, at the end of any term as director of the Board, to be nominated by the Board or any nominating committee of the Board for election as director of the Board for a succeeding term. (d) A Change in Control shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of date on which any one of the following events without Executive’s consentoccurs: (i) any one person, or more than one person acting as a material diminution in Executive’s Base Salarygroup (as determined under Code Section 409A and the regulations promulgated thereunder), except for a proportional reduction pursuant to a acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 50% or more of the total voting power of the outstanding stock of the Company-wide reduction of all executive salaries due to economic conditions; or (ii) a material diminution in Executive’s authority, duties majority of members of the Board is replaced during any 12-month period by directors whose appointment or responsibilitieselection is not endorsed by a majority of the members of the Board before the date of such appointment or election; or (iii) any one person, or more than one person acting as a material change in group (as determined under Code Section 409A and the geographic location at which Executive provides services to regulations promulgated thereunder), acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the outstanding stock of the Company; or (iv) any other action one person, or inaction more than one person acting as a group (as determined under Code Section 409A and the regulations thereunder), acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that constitutes have a material breach total gross fair market value equal to or more than 80% of this Agreement by the total gross fair market value of all of the assets of the Company. In order for Executive to terminate Executive’s employment for For this purpose, “Good Reason,gross fair market value” Executive must first notify either means the value of the assets of the Company’s CEO , or the Company’s Chief Legal Officer in writing value of the specific act or omission constituting a “Good Reason” condition within a period not assets being disposed of, determined without regard to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Processany liabilities associated with such assets.”

Termination by Executive. Executive may terminate Executive’s his employment under this Agreement at any time after providing Notice of Termination to the Company. Such Notice shall state whether the Executive's termination is for any reason, including but not limited to for "Good Reason". A termination Termination of employment by Executive other than for Good Reason will shall be effective upon such date set forth in a written notice deemed to have occurred, if Executive provides the Company; provided, however, the Company may accelerate the effective date Notice of such termination by Executive to any earlier date Termination within 60 days after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s consent: following: (i) a material diminution A change in Executive’s Base Salary's responsibilities, except status, title, or position, which, in Executive's reasonable judgment, represents a diminution of Executive's responsibilities, status, title, or position, or any removal of Executive from, or any failure to re-elect Executive to, any of such titles, offices, or positions, PROVIDED that this clause shall not apply if Executive's -------- employment is terminated as a result of: (A) Executive's death, (B) Executive's Total Disability in accordance with Section 5(b), (C) Cause in accordance with Section 5(c), or (D) Executive's voluntary termination in accordance with this Section 5(e) other than for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditions; Good Reason. (ii) a material diminution A reduction by the Company in Executive’s authority, duties or responsibilities; 's Base Salary. (iii) a The failure by the Company to pay any material change amount of current compensation owing to Executive, or any material amount of compensation deferred under any plan, agreement or arrangement of or with the Company owing to Executive, within 20 days after the Executive makes written demand for such amount. (iv) The failure by the Company to obtain an assumption (in form and substance reasonably satisfactory to the Executive, except in the geographic location at case of a merger or consolidation which Executive provides services does not constitute a Change in Control for which no separate assumption is necessary) of the obligations of the Company under this Agreement by any successor to the Company; or . (ivv) any other action or inaction that constitutes a material breach of this Agreement by the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer Any "Change in writing Control" of the specific act or omission constituting a “Good Reason” condition within a period not Company as defined in Appendix A to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason ProcessAgreement.”

Termination by Executive. (a) Executive may terminate Executive’s his employment under this Agreement at any time for without Good Reason (as defined in Section 3.5(c) below) upon thirty (30) days prior written notice to the Company. The Company, in its sole discretion but without derogation to any reasonrights of Executive under Section 2, including but not limited may place Executive on administrative leave during the thirty (30) day notice period. (b) Executive may terminate his employment under this Agreement, upon fifteen (15) days prior written notice to the Company, if he resigns for Good Reason; provided that Executive shall not resign pursuant to this Section 3.5(b) if, prior to the expiration of the fifteen (15) day notice period, the Company causes the facts or events giving rise to the Good Reason for resignation to no longer exist and provides evidence of a form and nature satisfactory to Executive that such facts or events no longer and will not in the foreseeable future exist. A The Company, in its sole discretion but without derogation to any rights of Executive under Section 2, may place Executive on administrative leave during the fifteen (15) day notice period. Notwithstanding anything to the contrary contained herein, Executive shall not be required to perform any act stated in his written notice of resignation as Good Reason for his resignation for the period beginning with the giving of such written notice and ending with the effective date of the termination by of his employment. (c) Executive other than shall be considered to have resigned for Good Reason will if: (1) Executive ceases to hold the position and title of Senior Vice President as contemplated by Section 1.1 of this Agreement; (2) Executive is assigned, without his consent, authority or responsibility materially inconsistent with the authority and responsibility contemplated by Section 1.1 of this Agreement, including without limitation any material diminution of his authority and responsibility or change in reporting requirements other than a change in the reporting requirements occurring as a direct result of the Merger (as defined in the Merger Letter); (3) Executive’s Base Salary is reduced, or there is any material delay in the payment of Executive’s Base Salary, or there is any material reduction in the nature and amount of benefits (including benefits under the Incentive Plan or the Stock Option Plan or any successor plans thereto) theretofore provided to Executive pursuant to Section 2; (4) Any requirement is imposed for Executive to reside or travel outside of the Columbus, Ohio area, other than on travel reasonably required to carry out Executive’s obligations under this Agreement and consistent with past practice; (5) Executive becomes disabled to the extent that he cannot, with reasonable accommodation, effectively perform the requirements of his position for a period of three consecutive months (which determination shall be effective upon such date set forth in made by a physician of Executive’s choice who is reasonably acceptable to the Company); (6) The Company commits a material breach of this Agreement (other than breaches which may be covered by some other subsection of this Section 3.5(c)), which breach is not cured within thirty (30) days after written notice thereof is given by Executive; or (7) For so long as Executive remains employed with the duties and position described in Section 2.1, Executive and Messrs. Xxxxxx X. Xxxxxxx, and Xxxxxxxxxxx X. Xxxx, so long as each of them remains employed by the Company or its Affiliate, do not continue to constitute a majority of directors of, or otherwise control, the board of directors of each operating subsidiary that is an Affiliate controlled by the Company; provided, however, that this Section 3.5(c)(7) shall have no further force or effect as of immediately prior to the consummation of the Merger (as defined in the Merger Letter). (d) A Change in Control shall be deemed to have occurred if there is: (1) A purchase or other acquisition in any one or more transactions by any person, entity or group of persons (within the meaning of section 13(d)(3) or 14(d)(2) of the Exchange Act or any comparable successor provisions), directly or indirectly, which results in the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of such person, entity or group of persons equaling fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Company may accelerate entitled to vote generally in the effective date election of such termination by Executive to directors (“Voting Securities”); excluding, however, any earlier date after receiving such notice acquisition (and such acceleration shall not constitute a termination A) by the Company without Cause or any person controlled by the Company or the Board of Directors of the Company, (B) by any employee benefit plan or related trust sponsored or maintained by the Company, (C) by Executive, or (D) by another group including Executive, but only if Executive and other executives of the Company control such group; (2) A change, within any rolling two-year period beginning with any date on or after the Effective Date, in the composition of the Board such that the individuals who constitute the Board (the “Incumbent Board”) at the beginning of such rolling period cease for any purpose). For reason to constitute at least a majority of the Board; provided, however, that for purposes of this Agreementdefinition, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any individual who becomes a member of the following events without Executive’s consent: (i) a material diminution in Executive’s Base SalaryBoard after the Effective Date, except whose election, or nomination for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authorityelection, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of this Agreement by the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing security-holders was approved by a vote of at least a majority of those individuals who are members of the specific act or omission constituting a “Good Reason” condition within a period not to exceed sixty (60) days Board and who were also members of the initial existence or occurrence Incumbent Board shall be considered as though such individual were a member of the conditionIncumbent Board; and provided, upon however, that any such individual whose initial assumption of office occurs as a result of or in connection with either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the notice Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall not be so considered as a member of the Incumbent Board; (3) A merger, reorganization or consolidation to which the Company shall have thirty is a party or a sale or other disposition of all or substantially all of the assets of the Company (30) days to remedy the condition (the each, a “Cure PeriodCorporate Transaction”). If ; excluding however, any Corporate Transaction pursuant to which (A) persons who were security holders of the Company does not remedy immediately prior to such Corporate Transaction own (solely because of their Voting Securities owned immediately prior to such Corporate Transaction) immediately thereafter more than 50 percent of the combined voting power entitled to vote in the election of directors of the then outstanding securities or otherwise correct the condition noticed within company surviving the thirty Corporate Transaction and (30B) day period, Executive may resign/terminate Executive’s employment for “Good Reason” individuals who constitute the Incumbent Board will immediately after the consummation of the Corporate Transaction constitute at least a majority of the members of the board of directors of the company surviving such Corporate Transaction; or (4) Approval by written notice delivered to either the security-holders of the Company of a plan of complete liquidation or dissolution of the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. Executive may terminate Executive’s his employment immediately for Good Reason or at any time for any reason, including but not limited to for without Good Reason. A termination by Executive other than for Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of provided that any such termination by Executive without Good Reason shall require Executive’s provision to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company of not less than thirty (30) days’ advance written notice of any such termination without Cause for any purpose)Good Reason. For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Executive’s termination for Good Reason Process” will be deemed to occur if (hereinafter definedi) following the occurrence of any of the following events without Executive’s express written consent: , there is either (ia) a material diminution breach by the Company of any material obligation owed to Executive under the terms of this Agreement, (b) a change in Executive’s Base Salarytitle or position to one of lesser stature and with materially less authority, except duties or responsibility, (c) a change in Executive’s reporting such that Executive, in Executive’s Board Role, is required to report to an office or any governing body of the Company at a lower level and with materially less authority, duties or responsibilities than the Board or its Chairman, or, in Executive’s Executive Role, is required to report to an office or any governing body of the Company at a lower level and with materially less authority, duties or responsibilities than the Chief Executive Officer, or (d) Executive no longer serves as a member of the Board for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditionsany reason other than Executive’s resignation or removal for Cause; (ii) a material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services written notice of the occurrence of such event to the Company; or (iv) any other action or inaction that constitutes a material breach of this Agreement by the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing of the specific act or omission constituting a “Good Reason” condition Company within a period not to exceed sixty (60) days of the initial existence or occurrence onset of the condition, upon the notice of which such occurrence; (iii) the Company shall have thirty (30) days fails to remedy the condition (the “Cure Period”). If the Company does not remedy cure or otherwise correct the condition noticed rectify and remove such occurrence within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end receipt of the Cure Period. If such notice from Executive, and (iv) Executive terminates his employment with the Company cures within thirty (30) days following the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Processexpiration of such cure period.”

Termination by Executive. Executive may terminate Executive’s employment at any time for any reason, including but not limited to for may be terminated by Executive with or without Good Reason. A Executive’s termination by Executive other than for without Good Reason will be effective upon such date set forth in a shall require 30 days’ prior written notice to the Company; provided, however, . Executive’s termination for Good Reason must occur within a period of 150 days after the Company may accelerate the effective date initial occurrence of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)an event of Good Reason. For purposes of this Agreement, “Good ReasonReason ” shall mean that Executive has complied with mean, (a) a material breach by the “Good Reason Process” (hereinafter defined) following the occurrence of any Company of the following events Company’s obligations to the Executive under this Agreement, which breach is not cured within ten (10) days after written notification to the Company describing in reasonable detail such breach and stating that such notice is being delivered pursuant to this Agreement; (b) an ongoing material and substantial diminution in the authority, duties or responsibilities of Executive; (c) without Executive’s consent: , the Company’s relocation of his principal office more than 50 miles from his current office location in Lake Mary, Florida, (id) a material diminution reduction in Executive’s Base Salary's target bonus opportunity, except (e) a substantial reduction in benefits other than a general reduction in benefits that affects all executives in substantially the same proportions, or (f) failure to grant Executive the equity awards contemplated by Section 4(b)(iii) of this Agreement. A termination by Executive shall not constitute termination for a proportional reduction pursuant Good Reason unless Executive shall first have delivered to the Company written notice setting forth with specificity the occurrence deemed to give rise to a Company-wide reduction right to terminate for Good Reason within 90 days after the initial occurrence of all executive salaries due such event. Following receipt of such notice from Executive, the Company shall have a period of 30 days within which it may take action to economic conditions; (ii) a material diminution in correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by Executive’s authority, duties or responsibilities; (iii) a material change other than in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes case of a material breach of this Agreement by the Company of the Company. In order for Executive to terminate Executive’s employment for obligations as provided in clause (a) of the definition of “Good Reason,” Executive must first notify either in which case the Company’s CEO or the Company’s Chief Legal Officer in writing of the specific act or omission constituting a “Good Reason” condition within a cure period not to exceed sixty shall be ten (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (3010) days after the end of the Cure Period. If written notification to the Company cures the Good Reason condition during the Cure Period, describing in reasonable detail such breach and stating that such notice is being delivered pursuant to this Agreement. Good Reason shall be deemed not to have occurredinclude Executive’s death or Disability. The foregoing procedure in this paragraph is referred to in this Agreement as parties intend, believe and take the “position that a resignation by Executive for Good Reason Processas defined above effectively constitutes an involuntary separation from service within the meaning of Section 409A of the Code and Treas. Reg. Section 1.409A-1(n)(2).”

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s his employment at any time hereunder for any reason, including but not limited to for Good Reason. A If Executive provides notice to the Company under Paragraph 1 that he does not wish to extend the Period of Employment, such action shall be deemed a voluntary termination by Executive other than for and one without Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)Reason. For purposes of this Agreement, “"Good Reason” " shall mean that Executive has complied with the “"Good Reason Process” " (hereinafter defined) following the occurrence of any of the following events without Executive’s consentevents: (iA) a material substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive's responsibilities, authorities, powers, functions or duties, (B) any removal, during the Period of Employment, from Executive of his title of Chief Operating Officer; (C) an involuntary reduction in Executive’s 's Base Salary, except Adjusted Base Salary or Incentive Compensation (but not reduction in Incentive Compensation appropriate for a proportional reduction level of performance) or the nonpayment of other compensation or benefits provided for pursuant to a Company-wide reduction of all executive salaries due to economic conditionsthis Agreement; (iiD) a breach by the Company of any of its other material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of obligations under this Agreement by and the Company. In order for Executive failure of Company to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing of the specific act or omission constituting a “Good Reason” condition cure such breach within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after written notice thereof by Executive; and (E) the end involuntary relocation of the Cure Company's offices at which Executive is principally employed or the involuntary relocation of the offices of Executive's primary workgroup to a location more than thirty (30) miles from such offices (other than a relocation in either event to Dallas, Texas), or the requirement by the Company for Executive to be based anywhere other than the Company's offices at such location or in Dallas, Texas on an extended basis, except for required travel on obligations. "Good Reason Process" shall mean that (i) the Executive reasonably determines in good faith that a "Good Reason" event has occurred; (ii) Executive notifies the Company in writing of the occurrence of the Good Reason event; (iii) for a period (the "Good Reason Process Period") consisting of not less than ninety (90) days following such notice if the Good Reason event is an event specified in clause (A), (B), (D) or (E) of this Subparagraph 7(e) and not less than thirty (30) days following such notice if the Good Reason event is an event specified in clause (C) of this Subparagraph 7(e), Executive cooperates in good faith with the Company's efforts to modify Executive's employment situation in a manner acceptable to Executive and Company; and (iv) notwithstanding such efforts, one or more of the Good Reason events continues to exist and has not been modified in a manner acceptable to Executive. If the Company cures the Good Reason condition event during the Cure applicable Good Reason Process Period, then Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. This Agreement and Executive’s employment may be terminated by the Executive as follows: (i) the Executive may terminate Executive’s her employment and this Agreement at any time and for any reason or no reason, including but not limited to for Good Reason. A termination by Executive other than for Good Reason will be effective upon such date set forth in a thirty (30) days prior written notice to the Company; provided, howeverBank or BCH. Unless otherwise agreed in writing between the Executive, the Company may accelerate Bank and BCH, at the effective date time such notice is given the Executive shall immediately cease performing and discharging the duties and responsibilities of her positions and remove herself and her personal belongings from the Bank’s and BCH’s premises. All rights and obligations accruing to the Executive under this Agreement shall cease at such termination, except that such termination by shall not prejudice the Executive’s rights regarding employment benefits which shall have accrued prior to such termination and any other remedy which the Executive may have at law, in equity or under this Agreement, which remedy accrued prior to such termination; or (ii) the Executive may terminate her employment and this Agreement at any earlier date after receiving time upon thirty (30) days prior written notice to the Bank or BCH, based on the Executive’s good faith determination of the existence of “good reason” therefore, subject to the right of the Bank or BCH to cure the matter alleged as the basis for the Executive’s determination that “good reason” exists as described herein. In order to be considered a “good reason,” such notice must be given to the Bank or BCH within ninety (and such acceleration shall not constitute a termination by 90) days of the Company without Cause for any purpose)occurrence of the event causing the “good reason” to exist. For purposes of this Agreement, “Good Reasongood reason” shall mean that Executive has complied with without the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s consent: written consent there occurs (iA) a any material diminution in Executive’s Base Salary, except for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authority, duties or responsibilities; (iii) a material adverse change in the geographic nature and scope of the Executive’s position, authorities, responsibilities, duties, or a change of twenty (20) miles or more in the Executive’s location at which Executive provides services of employment, or any material reduction in the Executive’s base salary, incentive compensation (including any material adverse change to the Company; terms of the Incentive Plan after the date of this Agreement) or other benefits under this Agreement, or (ivB) any other action or inaction that event which reasonably constitutes a material breach demotion, significant diminution or constructive termination (by resignation or otherwise) of this Agreement by the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” employment. The Executive must first notify either shall specify in any such notice to the Company’s CEO Bank or the Company’s Chief Legal Officer in writing of BCH the specific act basis for her good faith determination that “good reason” exists and the Bank or omission constituting a “Good Reason” condition within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company BCH shall have thirty (30) days within which to remedy cure any matter alleged by the condition (Executive as the basis for such “Cure Period”)good reason” determination by the Executive. If If, in the Company does not remedy or otherwise correct reasonable good faith determination of the condition noticed Executive, the matters alleged by the Executive as “good reason” are cured within the such thirty (30) day period, then the Executive may resign/shall not be entitled to terminate Executive’s her employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in and this Agreement as based thereon. Unless otherwise agreed in writing between the “Good Reason ProcessExecutive, the Bank and BCH, upon termination, the Executive shall immediately cease performing and discharging the duties and responsibilities of her positions and remove herself and her personal belongings from the Bank’s and BCH’s premises.”

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s her employment at any time hereunder for any reason, including but not limited to for Good Reason. A If Executive provides notice to the Company under Paragraph 1 that she does not wish to extend the Period of Employment, such action shall be deemed a voluntary termination by Executive other than for and one without Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)Reason. For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without events: (A) a substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive’s consent: responsibilities, authorities, powers, functions or duties; (iB) a material diminution any removal, during the Period of Employment, from Executive of her title of Chief Operating Officer; (C) an involuntary reduction in Executive’s Base Salary, Salary except for a proportional reduction pursuant to a Companyacross-wide reduction of the-board reductions similarly affecting all executive salaries due to economic conditionsor substantially all management employees; (iiD) a breach by the Company of any of its other material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of obligations under this Agreement by and the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing failure of the specific act or omission constituting a “Good Reason” condition Company to cure such breach within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after written notice thereof by Executive; (E) the end involuntary relocation of the Cure PeriodCompany’s offices at which Executive is principally employed or the involuntary relocation of the offices of Executive’s primary workgroup to a location more than 30 miles from such offices, or the requirement by the Company that Executive be based anywhere other than the Company’s offices at such location on an extended basis, except for required travel on the Company’s business to an extent substantially consistent with Executive’s business travel obligations; or (F) the failure of the Company to obtain the agreement from any successor to the Company to assume and agree to perform this Agreement as required by Paragraph 10 (each of which is hereinafter referred to as a “Good Reason event”). “Good Reason Process” shall mean that (i) Executive reasonably determines in good faith that a “Good Reason” event has occurred; (ii) Executive notifies the Company in writing of the occurrence of the Good Reason event; (iii) Executive cooperates in good faith with the Company’s efforts, for a period not less than ninety (90) days following such notice, to modify Executive’s employment situation in a manner acceptable to Executive and Company; and (iv) notwithstanding such efforts, one or more of the Good Reason events continues to exist and has not been modified in a manner acceptable to Executive. If the Company cures the Good Reason condition event in a manner acceptable to Executive during the Cure Periodninety (90) day period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. Executive may terminate Executive’s employment at any time for any reason, including but not limited to for Good Reason. A termination may be terminated by Executive other than for Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)or no reason. For purposes of this Agreement, unless written consent of Executive is obtained, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s consent: mean: (i) after a Change in Control, the assignment to Executive of duties inconsistent in material respect with Executive’s position (including offices and titles, but excepting reporting relationships and requirements), authority, duties or responsibilities as in effect immediately prior to the Change in Control, or a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by Executive; provided, however, that the fact that Executive’s employment after a Change in Control shall be with a non-publicly traded subsidiary of an entity resulting from or surviving the Change in Control, if that is the case, shall not of itself be deemed a material diminution in Executive’s Base Salaryposition, except authority, duties or responsibilities for a proportional reduction pursuant to a Company-wide reduction purposes of all executive salaries due to economic conditions; this subsection; (ii) a material diminution reduction by the Company in Executive’s authorityBase Salary as in effect on the Effective Date as the same may be increased from time to time, duties unless such reduction is pursuant to a general reduction applicable to other Peer Executives, or responsibilitiesa reduction in Executive’s Target Bonus in a manner inconsistent with the Target Bonuses of other Peer Executives; or; (iii) after a material change Change in Control, the geographic location at failure by the Company (A) to continue in effect any compensation plan in which Executive provides services participates as of the date immediately prior to the CompanyChange in Control that is material to Executive’s total compensation, unless an equitable alternative or other arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or (B) to continue Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable in terms of the level of Executive’s participation relative to other participants; or or (iv) the Company’s requiring Executive to be based at any office or location other action or inaction that constitutes than the Company’s principal executive offices in the Greater Atlanta Metropolitan Area (Georgia); (v) any failure by the Company to comply with and satisfy 16(c) of this Agreement; or (vi) after a Change in Control, the material breach by the Company of any provision of this Agreement not otherwise referred to in the foregoing provisions of this Section 7(d); or (vii) any termination by Executive for any reason or no reason during the Company30-day period beginning on the first anniversary of a Change in Control. Good Reason shall not include Executive’s death or Disability; provided that Executive’s mental or physical incapacity following the occurrence of an event described in clause (i) – (vi) above shall not affect Executive’s ability to terminate for Good Reason. In order for Executive the event that “Cause” exists under this Agreement and the Company acts to terminate Executive’s employment for “Cause, Executive shall not thereafter be entitled to exercise a termination for Good Reason or to receive payments or benefits pursuant to Section 8 of this Agreement for termination for Good Reason,” Executive must first notify either the Company. Except as provided in Section 8(a), Executive’s CEO continued employment shall not constitute consent to, or the Company’s Chief Legal Officer in writing a waiver of the specific act or omission rights with respect to, any circumstance constituting a Good Reason hereunder. Any claim of “Good Reason” condition under this Agreement shall be communicated by Executive to the Company in writing within a period not to exceed sixty (60) 10 days of his knowledge of its occurrence, which writing shall specifically identify the initial existence or occurrence factual details concerning all events giving rise to Executive’s claim of the condition, upon the Good Reason under this Section 7(d). No general description of unspecified events shall constitute proper notice of which the Good Reason or termination for Good Reason. The Company shall have thirty (30) days an opportunity to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end cure any claimed event of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The foregoing procedure described in this paragraph is referred to in this Agreement as the “Good Reason Processclause (i) – (vi) above within 30 days of such notice from Executive.”

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s [his]/[her] employment at any time hereunder for any reason, including but not limited to for Good Reason. A If Executive provides notice to the Company under Paragraph 1 that [he]/[she] does not wish to extend the Period of Employment, such action shall be deemed a voluntary termination by Executive other than for and one without Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)Reason. For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without events: (A) a substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive’s consent: responsibilities, authorities, powers, functions or duties; (iB) a material diminution any removal, during the Period of Employment, from Executive of [his]/[her] title of _____________; (C) an involuntary reduction in Executive’s Base Salary, Salary except for a proportional reduction pursuant to a Companyacross-wide reduction of the-board reductions similarly affecting all executive salaries due to economic conditionsor substantially all management employees; (iiD) a breach by the Company of any of its other material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of obligations under this Agreement by and the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing failure of the specific act or omission constituting a “Good Reason” condition Company to cure such breach within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after written notice thereof by Executive; (E) the end involuntary relocation of the Cure Period. If Company’s offices at which Executive is principally employed or the involuntary relocation of the offices of Executive’s primary workgroup to a location more than 30 miles from such offices, or the requirement by the Company cures that Executive be based anywhere other than the Good Reason condition during Company’s offices at such location on an extended basis, except for required travel on the Cure Period, Good Reason shall be deemed not Company’s business to have occurred. The foregoing procedure in this paragraph is referred an extent substantially consistent with Executive’s business travel obligations; or (F) the failure of the Company to in obtain the agreement from any successor to the Company to assume and agree to perform this Agreement as the “Good Reason Process.”required by Paragraph 10 (each of which is hereinafter referred to as a

Termination by Executive. Executive may terminate Executive’s his employment hereunder (i) at any time without cause or (ii) for Good Reason (as hereinafter defined). Notice of any reasonsuch termination must be in writing and will be effective 60 days after receipt by the Company or such earlier date as may be specified by the Company after receipt of such notice. In the event that Executive terminates employment pursuant to subclause (i) of this clause (c), including the Company will pay to Executive the amount of all accrued but not limited unpaid Base Salary to the date of such termination, but no annual incentive bonus or pension contribution will be paid with respect to the year in which termination occurs. In the event that Executive terminates employment hereunder for Good Reason, Executive will be entitled to the same salary and bonus payments as would be provided were he to be terminated without Cause pursuant to Section 6(a) above. A Further, any stock option held by Executive that is vested at the time of Executive's termination pursuant to this clause (c) will be exercisable for a period of one year following the expiration of the 12 month period referred to in Section 10(a) and any unvested stock option held by the Executive will become vested, and will be exercisable for a period of two years. As used herein, "Good Reason" means a termination by Executive other than for Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to Executive's employment hereunder within 30 days after any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s consent: (i) a material diminution in the nature or status of Executive’s Base Salary's job responsibilities from those in effect on the date of this Agreement or the most recent anniversary thereof, except for a proportional reduction pursuant to a Company-wide reduction dissolution or divestiture of all executive salaries due to economic conditions; (ii) or a material diminution in Executive’s authority, duties significant portion of the Company's or responsibilities; (iii) a other material change in the geographic location at Company, which in each case would materially adversely diminish the nature or status of Executive's job responsibilities, or the Company's material breach of any provision of this Agreement which is not cured within 15 business days after written notice thereof from Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of this Agreement by the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing of the specific act or omission constituting a “Good Reason” condition within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. Executive may terminate Executive’s his employment under this Agreement at any time after providing Notice of Termination to the Company. Such Notice shall state whether the Executive's termination is for any reason, including but not limited to for "Good Reason". A termination Termination of employment by Executive other than for Good Reason will shall be effective upon such date set forth in a written notice deemed to have occurred, if Executive provides the Company; provided, however, the Company may accelerate the effective date Notice of such termination by Executive to any earlier date Termination within 60 days after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s consent: following: (i) a material diminution A change in Executive’s 's responsibilities, status, title, or position, which, in Executive's reasonable judgment, represents a diminution of Executive's responsibilities, status, title, or position offices, or any removal of Executive from, or any failure to re-elect Executive to, any of such titles, offices, or positions, provided that this clause shall not apply if Executive's employment is terminated as a result of: (A) Executive's death, (B) Executive's Total Disability in accordance with Section 5(b), (C) Cause in accordance with Section 5(c), or (D) Executive's voluntary termination in accordance with this Section 5(e) other than for Good Reason. (ii) A reduction by the Company in Executive's Base Salary. (iii) The failure of the Company substantially to maintain and to continue Executive's participation in the Company's benefit plans (other than those plans or improvements that have expired thereafter in accordance with their original terms), or the taking of any action which would materially reduce Executive's benefits under any of such plans or deprive Executive of any material fringe benefit enjoyed by him. (iv) The failure by the Company to pay any material amount of current compensation owing to Executive, or any material amount of compensation deferred under any plan, agreement or arrangement of or with the Company owing to Executive, within 20 days after the Executive makes written demand for such amount. (v) The failure by the Company to obtain an assumption (in form and substance reasonably satisfactory to the Executive, except in the case of a merger or consolidation which does not constitute a Change in Control for a proportional reduction which no separate assumption is necessary) of the obligations of the Company under this Agreement by any successor to the Company. (vi) Any purported termination of Executive's employment which is not effected pursuant to a Company-wide reduction Notice of all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authorityTermination, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach and for purposes of this Agreement by the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer Agreement, no such purported termination shall be effective. (vii) Any "Change in writing Control" of the specific act or omission constituting a “Good Reason” condition within a period not Company as defined in Appendix A to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason ProcessAgreement.”

Termination by Executive. At any time during the Term, the Executive may terminate Executive’s his employment at any time for any reason, including but not limited to for Good Reason. A termination by Executive other than hereunder (A) for Good Reason will be effective upon such date set forth in a written notice to the Company; provided(as defined below), however(B) for any other reason, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination C) by the Company without Cause for any purpose)death of the Executive or (D) the Disability (as defined below) of the Executive. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) ), if applicable, following the occurrence of any of the following events without Executive’s consentevents: (i1) a material diminution or other substantive adverse change, not consented to in writing by the Executive, in the nature or scope of the Executive’s responsibilities, authorities, powers, functions or duties; (2) any removal, during the Term, from Executive of his title of Chief Financial Officer; (3) the requirement that the Executive report to any officer, consultant or committee, other than the Chief Executive Officer of the Company or the Audit Committee of the Board of Directors of the Company or as may be required by the Company’s auditors in order to comply with applicable regulatory standards or to otherwise comply with applicable regulatory standards, it being the intent of the parties that the Executive shall never be required to report to anyone other than the Chief Executive Officer of the Company except in the limited situations noted herein; (4) an involuntary reduction in the Executive’s Base SalarySalary except for across-the-board reductions similarly affecting all of the Company’s senior executives; (5) a breach by the Company of any of its other material obligations under this Agreement and the failure of the Company to cure such breach within fifteen (15) days after written notice thereof by the Executive; or (6) the involuntary relocation of the Company’s offices at which the Executive is principally employed or the involuntary relocation of the offices of the Executive’s primary workgroup to a location outside the Chicago metropolitan area, or a requirement by the Company that the Executive relocate anywhere other than the Chicago metropolitan area, except for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of this Agreement by the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either required travel on the Company’s CEO or business to an extent substantially consistent with the CompanyExecutive’s Chief Legal Officer reasonable business travel obligations. “Good Reason Process” shall mean that (i) the Executive reasonably determines in writing of the specific act or omission constituting good faith that a “Good Reason” condition within event has occurred; (ii) the Executive notifies the Company in writing of the occurrence of the Good Reason event; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have less than thirty (30) days following such notice, to remedy modify the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered situation in a manner acceptable to either the Executive and Company’s CEO ; and (iv) notwithstanding such efforts, one or the Company’s Chief Legal Officer within the following thirty (30) days after the end more of the Cure PeriodGood Reason events continues to exist and has not been modified in a manner reasonably acceptable to the Executive. If the Company cures the Good Reason condition event in a manner reasonably acceptable to the Executive during the Cure Periodthirty (30) day period, Good Reason shall be deemed not to have occurred. The foregoing procedure Good Reason Process need not be utilized by the Executive if the event giving rise to the Good Reason cannot be cured. “Disability” means a determination, made at the request of the Executive or upon the reasonable request of the Company set forth in this paragraph a notice to the Executive, by a physician selected by the Company and the Executive, that the Executive is referred unable to perform his duties as specified in this Agreement as the “Good Reason Process(after reasonable accommodation) and in all reasonable medical likelihood such inability will continue for a period in excess of 180 days, or for shorter periods aggregating to more than 180 days in any consecutive nine-month period.”

Termination by Executive. Executive may terminate Executive’s employment at 1. Notwithstanding any time for any reason, including but not limited to for Good Reason. A termination by Executive other than for Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). For purposes term or provision of this Agreement, “including, without limitation, Section I.A., Executive may terminate this Agreement and his employment with Company at any time, upon giving Company written notice. Executive shall make reasonable best efforts to give sufficient notice and otherwise assist in an orderly transition to a new chief executive officer. In the event of termination under this Section I.G.1., Company shall pay Executive all wages due under this Agreement which are then accrued but unpaid, within thirty (30) days after Executive’s last day of employment. 2. Executive may terminate this Agreement for Good Reason” shall mean Reason upon prior written notice to Company, provided that Executive has complied with notifies Company of the “existence of the condition constituting Good Reason Process” within ninety (hereinafter defined90) following days after the occurrence of any initial existence of the following events without Executive’s consent: condition, Company is given at least thirty (30) days after being notified of the existence of the condition to remedy the condition and Company has failed to remedy the condition within the allotted cure period, and the termination of the Agreement is effective no later than five (5) months after the initial existence of the condition. Good Reason shall exist if (i) a material diminution in Executive’s Base Salary, except for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) there is any other action or inaction that constitutes a material breach of this Agreement by Company which has not been consented to or waived by Executive; (ii) Company materially reduces Executive’s base salary, other than with Executive’s consent or as part of an across-the-board salary reduction generally imposed on executives of the Company; or (iii) Company assigns Executive, without Executive’s consent, to a position other than Chief Executive Officer. Good Reason shall not exist due to a reduction in duties or change in title or position due to transition of duties or position to a successor Chief Executive Officer. If termination of the Agreement occurs pursuant to this subparagraph 2, provided that no Cause exists and subject to the following conditions precedent, Company shall provide to Executive payments at a rate equal to his pro-rated base salary at the time of termination for a period of eighteen (18) months, in accordance with Company’s normal payroll practices. 3. In order addition, in case of termination of this Agreement by Executive for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing of the specific act or omission constituting a “Good Reason” condition within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered also receive any short-term or other incentive payments which are applicable to either the Company’s CEO or Executive and based solely on the Company’s Chief Legal Officer within the following thirty year in which termination occurs, provided that (30i) days any amount of such shall be determined based on actual performance results after the end of the Cure Periodapplicable fiscal year, including any discretionary adjustments based on a review of Executive’s individual performance to the extent applicable under the applicable plan or agreement and (ii) any incentive payment whether based on Company or the individual performance of the Executive shall be prorated based on the months of service actually performed by the Executive during the applicable fiscal year. If For avoidance of doubt, this section is not intended to apply to (i) equity incentive awards which are addressed in Section I.H. nor (ii) any incentive plan which is based on Company or individual performance in more than one fiscal year, it being the intent that if such a plan is subsequently adopted by the Company cures that any benefit payable under such plan would be addressed in the Good Reason condition during plan or in a specific amendment to this agreement. 4. As conditions precedent to being entitled to receive the Cure Periodpayments set forth in Sections I.G.2. and I.G.3., Good Reason Executive must: (i) within twenty-one (21) days of the termination of Executive’s employment (or longer if required by law), sign and deliver and thereafter not revoke a release in the form of Exhibit A to this Agreement in accordance with its terms or a form otherwise acceptable to Company; (ii) be and remain in full compliance with all provisions of this Agreement; and (iii) be and remain in full compliance with Company’s Non-Competition Agreement and any other covenants in this and in any other agreements between Company and the Executive. Company shall have no obligation to make any payments or provide any benefits to the Executive hereunder unless and until the Effective Date of the Waiver and Release Agreement, as defined therein. Monthly salary payments under Section I.G.2 shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as made on Company’s normal pay days beginning on the first regularly scheduled payroll date occurring on or after the 60th day following the employment termination date (the “Good Reason ProcessFirst Payroll Date”), and any amounts that would otherwise have been paid prior to the First Payroll Date shall be paid on the First Payroll Date. Any incentive payment under Section I.G.3 shall be made on or about the same days as such payments are or would have been payable to executive officers receiving similar incentive payments or, in the absence of such other payments, on the date that corresponds to the date on which incentive payments were last made to other executive officers, but in no event later than the 15th day of the third calendar month following the end of the applicable fiscal year.” 5. Except as provided in Sections I.E.4., I.G.1., I.G.2., and I.G.3., no other amounts are owed to Executive upon termination of his employment by Executive.

Termination by Executive. (a) Executive may terminate Executive’s employment at this Agreement, without any time for any reason, including but not limited to for Good Reason. A termination by Executive other than for Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). For purposes breach of this Agreement, “for "Good Reason” shall mean "; PROVIDED that Executive has complied with the “provided written notice (a "Good Reason Process” (hereinafter definedNotice,) following to the occurrence Company that an event included in the definition of "Good Reason" has occurred, specifying such event and stating that unless such event is cured, that Executive will terminate this Agreement, and such event continues uncured for 30 days after such written notice from the Executive has been received by the Company. Good reason shall exist if any one or more of the following events without Executive’s consent: shall occur: (i1) a material diminution in Executive’s Base Salary, except for a proportional reduction pursuant to a Company-wide reduction breach of all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach terms of this Agreement by the Company and such breach continues for 30 days after written notice of such breach is first given: (2) a material breach by the Company of any other material agreement with Executive, and such breach continues for 30 days after written notice of such breach is first given; (3) the Executive is removed from the position of President and chief operating officer of the Company for any reason other than the termination of his employment permitted by the terms of this Agreement or the expiration of the Term of this Agreement; the Executive suffers a material diminution in the authorities, duties or responsibilities normally associated with the position of President and chief operating officer, or there are assigned to him duties and responsibilities materially inconsistent with those normally associated with such position; the Executive's Base Salary is decreased by the Company, or his benefits under any material employee benefit plan or program of the Company or his incentive or equity opportunity under any material incentive or equity program of the Company is or are reduced if similar reductions are not made for substantially all other senior executives; the Company fails to obtain the written agreement of any successor to the Company to assume and perform this Agreement; and within 30 days of learning of the occurrence of any Of the events set forth in this clause (4), Provides the Company with a Good Reason Notice specifying any such events specified in this clause (4) and thereafter. upon the failure of the Company to cure of the same, the Executive terminates his employment with the Company. (b) In order for the event the Executive to terminate Executive’s terminates his employment for “Good Reason,” , the Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing of the specific act or omission constituting a “Good Reason” condition within shall be entitled to (i) continued Base Salary payments for a period not to exceed sixty (60) days of the initial existence six months following termination of his employment or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after thorough the end of the Cure PeriodTerm, whichever is longer, Payable at Executive, s option, either (A) over such six months or the remaining Term, as the case may be or (B) in a lump-sum payment promptly following the termination of the Executive's employment equal to the then present value using a discount rate per annum determined by reference to the discount rate then published by the Pension Benefit Guaranty Corporation of the remaining Base Salary due the Executive through the end of the Term, (ii) any performance bonus earned but not yet paid or any performance bonus paid to all executives after Executive's Termination, PRO RATED through the date of the Executive's termination of employment and (iii) any other compensation and benefits to which Executive may be entitled under applicable plans, programs and agreements of the Company, PRO RATED through the date of the Executive's termination of employment. (c) In the event of any termination of the Executive's employment hereunder for Good Reason, he shall be under no obligation to seek other employment, and there shall be no offset against amounts due him under the Agreement on account of any remuneration attributable to any subsequent employment that he may obtain. If Any amounts due the Executive under the Agreement in the event of any termination of his employment with the Company cures the for Good Reason condition during m in the Cure Periodnature of severance payments, or liquidated damages which contemplate both direct and consequential damages that he may suffer as a result of the termination of his employment, or both, and are not in signature of a penalty. (d) Upon any termination of Executive's employment hereunder for Good Reason Reason, Executive shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement resigned from all positions as an officer and/or director of the “Good Reason ProcessCompany and any of its subsidiaries.”

Termination by Executive. i. Executive may terminate Executive’s employment at this Agreement before the end of its initial term or any time renewal term upon thirty (30) days' prior written notice, in which case Company's only obligation to Executive with respect to compensation shall be payment of salary, accrued, unused vacation compensation earned as of the last date bona fide services are performed for any reasonCompany under this Agreement (the “Termination Date”). ii. Executive may, including but not limited to for Good Reason. A termination by Executive other than for Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall made not constitute a termination by the Company without Cause for any purpose). For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s consent: (i) a material diminution in Executive’s Base Salary, except for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of this Agreement by the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing of the specific act or omission constituting a “Good Reason” condition within a period not to exceed less than sixty (60) days before the Termination Date, elect to terminate his employment on the basis of “good reason” if (a) Company commits a material breach of its obligations under Section 1 of this Agreement; or (b) there is a material reduction of Executive's duties, authority or status other than reductions or limitations imposed by law or regulatory authority; or (c) a material change of the initial existence principal location in which Executive is required to perform his duties hereunder without Executive's prior consent (it being agreed that any location within the Denver, Colorado metropolitan area shall not be deemed a material change); or occurrence (d) a material reduction in (or a failure to pay or provide) Executive's compensation or benefits payable under this Agreement; or (e) any other material breach by Company of this Agreement. Any such notice of termination by Executive for “good reason” shall specify the circumstances constituting “good reason.” Within 48 hours of the condition, upon delivery of the Executive’s written notice of which resignation for good reason, the Company shall have thirty may notify the Executive of the Company’s intent to convene a meeting of the Company’s board of directors to review and consider the Executive’s election to terminate for good reason with the purpose of exploring the adequacy of the Executive’s good reason (30) days to remedy the condition (the a “Cure PeriodCompany Review”), which meeting may be held telephonically. If the Company does not remedy elects to commence a Company Review, the meeting to conduct the Company Review will be held within three business days of the date of the Company’s notice of the same to the Executive. The Executive will present his arguments in support of the termination for good reason to the Company at the Company Review and the Company will be permitted to provide rebuttal to the Executive’s arguments. With prior notice to the Company, the Executive’s personal attorney will be allowed to attend the Company Review. No later than two business days following the Company Review, the Executive will determine and communicate to the Company the Executive’s decision to rescind the election to terminate for good reason or otherwise correct to affirm his election to terminate for good reason. If the condition noticed Executive confirms his election to terminate for good reason following any Company Review, or if no Company Review is held following the Executive’s election to terminate for good reason, he shall afford Company an opportunity to cure such circumstances at any time within the thirty (30) day period following the date of such Company review or Executive’s notice, as applicable. If Company does cure such circumstances within said thirty (30) day period, the notice of termination shall be withdrawn by Executive may resign/terminate and of no further force and effect. In the event that the circumstances cited in Executive’s employment for “Good Reason” by written 's notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer are not cured within the following thirty (30) days after the end notice, this Agreement shall be terminated sixty (60) days after Executive's original written notice and such termination shall be treated in all respects as if it had been a termination of employment by Company without cause under Section 5.d of this Agreement. iii. If at any time during the Term of this Agreement: (i)the Chairman of the Cure PeriodBoard of the Company’s board of directors is removed or resigns, other than as the result of any order of or agreement with any federal or state regulatory agency having jurisdiction over the Company or its subsidiaries; and (ii) the Executive is not named as the succeeding Chairman of the Board of the Company’s board of directors, Executive may, by written notice to the Company during the 60-day period ending no later than 195 days after the appointment of any new Chairman of the Board (such appointment occurring on the “Appointment Date”) of the Company’s board of directors, elect to terminate his employment as of a date that is at least 180 days after the Appointment Date, and the termination shall be treated for all purposes as a termination on the basis of “good reason” within the meaning of the preceding paragraph; provided, however, that if Executive has resigned for good reason as provided for under this paragraph and the Company notifies the Executive of its desire for a cooling off period within two business days of the delivery to the Company of the Executive’s notice under this paragraph, Executive will accord the Company a cooling off period, commencing on the date of Executive’s notice to the Company as contemplated in this paragraph and ending on the 270th day after the Appointment Date (the “Cooling Off End-Date”), during which time both the Executive and the Company will negotiate in mutual good faith to determine if the Executive’s objections to continued to employment with the Company can be overcome. The Executive shall continue in his employment during any cooling off period at his then base salary. If the Company cures imposes any cooling off period under this paragraph, the Good Reason condition during effective date of the Cure Period, Good Reason Executive’s resignation for good reason under this paragraph shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Processfirst business day following the Cooling Off End-Date.”

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s his employment at any time hereunder for any reason, including but not limited to for Good Reason. A If Executive provides notice to the Company under Paragraph 1 that he does not wish to extend the Period of Employment, such action shall be deemed a voluntary termination by Executive other than for and one without Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)Reason. For purposes of this Agreement, “"Good Reason” " shall mean that Executive has complied with the “"Good Reason Process” " (hereinafter defined) following the occurrence of any of the following events without Executive’s consentevents: (iA) a material substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive's responsibilities, authorities, powers, functions or duties; (B) any removal, during the Period of Employment, from Executive of his titles of Chief Executive Officer and President of the Parent; (C) an involuntary reduction in Executive’s 's Base Salary, Salary except for a proportional reduction pursuant to a Companyacross-wide reduction of the-board reductions similarly affecting all executive salaries due to economic conditionsor substantially all management employees; (iiD) a breach by the Company of any of its other material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of obligations under this Agreement by and the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing failure of the specific act or omission constituting a “Good Reason” condition Company to cure such breach within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after written notice thereof by Executive; or (E) the end involuntary relocation of the Cure PeriodCompany's offices at which Executive is principally employed or the involuntary relocation of the offices of Executive's primary workgroup to a location more than thirty (30) miles from such offices, or the requirement by the Company that Executive be based anywhere other than the Company's offices at such location on an extended basis, except for required travel on the Company's business to an extent substantially consistent with Executive's business travel obligations. "Good Reason Process" shall mean that (i) Executive reasonably determines in good faith that a "Good Reason" event has occurred; (ii) Executive notifies the Company in writing of the occurrence of the Good Reason event; (iii) Executive cooperates in good faith with the Company's efforts, for a period not less than ninety (90) days following such notice, to modify Executive's employment situation in a manner acceptable to Executive and Company; and (iv) notwithstanding such efforts, one or more of the Good Reason events continues to exist and has not been modified in a manner acceptable to Executive. If the Company cures the Good Reason condition event in a manner acceptable to Executive during the Cure Periodninety (90) day period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s his employment at any time hereunder for any reason, including but not limited to for Good Reason. A If Executive provides notice to the Company under Paragraph 1 that he does not wish to extend the Period of Employment, such action shall be deemed a voluntary termination by Executive other than for and one without Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)Reason. For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without events: (A) a substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive’s consent: responsibilities, authorities, powers, functions or duties; (iB) a material diminution any removal, during the Period of Employment, from Executive of his title of Executive Vice President and Chief Investment Officer; (C) an involuntary reduction in Executive’s Base Salary, Salary or Adjusted Base Salary or involuntary reduction in cash incentive compensation plan (but not reduction in incentive compensation appropriate for level of performance) except for a proportional reduction pursuant to a Companyacross-wide reduction of the-board salary reductions similarly affecting all executive salaries due to economic conditionsor substantially all management employees; (iiD) a breach by the Company of any of its other material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of obligations under this Agreement by and the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing failure of the specific act or omission constituting a “Good Reason” condition Company to cure such breach within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after written notice thereof by Executive; (E) the end involuntary relocation of the Cure PeriodCompany’s offices at which Executive is principally employed or the involuntary relocation of the offices of Executive’s primary workgroup to a location more than thirty (30) miles from such offices (other than a relocation in either event to Dallas, Texas), or the requirement by the Company for Executive to be based anywhere other than the Company’s offices at such location or in Dallas, Texas on an extended basis, except for required travel on the Company’s business to an extent substantially consistent with Executive’s business travel obligations; or (F) the requirement that Executive report to a person who is below the level of CEO. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” event has occurred; (ii) Executive notifies the Company in writing of the occurrence of the Good Reason event; (iii) Executive cooperates in good faith with the Company’s efforts, for a period not less than ninety (90) days following such notice, to modify Executive’s employment situation in a manner acceptable to Executive and Company; and (iv) notwithstanding such efforts, one or more of the Good Reason events continues to exist and has not been modified in a manner acceptable to Executive. If the Company cures the Good Reason condition event during the Cure Periodninety (90) day period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s his employment at any time hereunder for any reason, including but not limited to for Good Reason. A termination by Executive other than for Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without events: (A) a substantial diminution or other substantial adverse change, not consented to by Executive (or caused by his disability as elsewhere provided herein), in the nature or scope of Executive’s consent: responsibilities, authorities, powers, functions, duties or reporting relationship; (iB) a material diminution an involuntary reduction in Executive’s Base Salary, Salary except for a proportional reduction pursuant to a Companyacross-wide reduction of the-board reductions similarly affecting all or substantially all executive salaries due to economic conditionsofficers; (iiC) a breach by the Company of any of its other material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of obligations under this Agreement by and the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing failure of the specific act or omission constituting a “Good Reason” condition Company to cure such breach within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after written notice thereof by Executive; (D) the end involuntary relocation of the Cure PeriodCompany’s offices at which Executive is principally employed on the Effective Date or the involuntary relocation of the offices of Executive’s primary workgroup to a location more than 30 miles from such offices, or the requirement by the Company that Executive be based anywhere other than the Executive’s principal work location on the Effective Date on an extended basis, except for required travel on the Company’s business; or (E) the failure of the Company to obtain the agreement from any successor to the Company to assume and agree to perform this Agreement as required by Section 9 (each of which is hereinafter referred to as a “Good Reason event”). “Good Reason Process” shall mean that: (i) Executive reasonably determines in good faith that a “Good Reason” event has occurred; (ii) Executive notifies the Company in writing of the occurrence of the Good Reason event by no later than ninety (90) days after the initial occurrence of the event or condition constituting Good Reason; (iii) Executive cooperates in good faith with the Company’s efforts, for a period not less than ninety (90) days following such notice, to modify Executive’s employment situation; and (iv) notwithstanding such efforts, one or more of the Good Reason events continues to exist and has not been modified in a manner acceptable to Executive. If the Company cures the Good Reason condition event during the Cure Periodninety (90) day period, Good Reason shall be deemed not to have occurred. The foregoing procedure Notwithstanding anything to the contrary contained herein, the termination of Executive’s employment hereunder by the Executive or the Company in this paragraph is referred connection with the hiring of a replacement Chief Executive Officer shall not in any manner give rise to in this Agreement as the “or trigger any rights or conditions pertaining to Good Reason Process(“Replacement CEO Termination Event”).”

Termination by Executive. Executive may terminate Executive’s his employment under this Agreement at any time after providing Notice of Termination to the Company. Such Notice shall state whether the Executive's termination is for any reason, including but not limited to for "Good Reason". A termination Termination of employment by Executive other than for Good Reason will shall be effective upon such date set forth in a written notice deemed to have occurred, if Executive provides the Company; provided, however, the Company may accelerate the effective date Notice of such termination by Executive to any earlier date Termination within 60 days after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s consent: following: (i) a material diminution A change in Executive’s 's responsibilities, status, title, or position, which, in Executive's reasonable judgment, represents a diminution of Executive's responsibilities, status, title, or position offices, or any removal of Executive from, or any failure to re-elect Executive to, any of such titles, offices, or positions, provided that this clause shall not apply if -------- Executive's employment is terminated as a result of: (A) Executive's death, (B) Executive's Total Disability in accordance with Section 5(c), (C) Cause in accordance with Section 5(d), or (D) Executive's voluntary termination in accordance with this Section 5(e) other than for Good Reason. (ii) A reduction by the Company in Executive's Base Salary. (iii) The failure of the Company substantially to maintain and to continue Executive's participation in the Company's benefit plans (other than those plans or improvements that have expired thereafter in accordance with their original terms), except or the taking of any action which would materially reduce Executive's benefits under any of such plans or deprive Executive of any material fringe benefit enjoyed by him. (iv) The failure by the Company to pay any material amount of current compensation owing to Executive, or any material amount of compensation deferred under any plan, agreement or arrangement of or with the Company owing to Executive, within 20 days after the Executive makes written demand for a proportional reduction such amount. (v) The failure by the Company to obtain an assumption of the obligations of the Company under this Agreement by any successor to the Company. (vi) Any purported termination of Executive's employment which is not effected pursuant to a Company-wide reduction Notice of all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authorityTermination, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach and for purposes of this Agreement by the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer Agreement, no such purported termination shall be effective. (vii) Any "Change in writing Control" of the specific act or omission constituting a “Good Reason” condition within a period not Company as defined in Appendix A to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason ProcessAgreement.”

Termination by Executive. Executive may terminate Executive’s employment at any time for any reason, including including, but not limited to for to, Good Reason. A termination by Executive other than for Good Reason will be effective , upon such date set forth in a written notice to the Company; provided, however, effective immediately or upon such later date as may be specified in the Company may accelerate notice. For all or any part of the period between the date of such notice and the effective date of such termination by notice, the Company may, at its sole discretion, require Executive to work from home or other remote location, relieve Executive of all or any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for part of Executive’s duties, place Executive on paid administrative leave, or any purpose)combination thereof. For purposes of this Agreement, “"Good Reason” shall " will mean that the Executive has complied with the “"Good Reason Process” " (hereinafter defined) following the occurrence of any of the following events without Executive’s consentevents: (i) a material diminution in the Executive’s Base Salary's responsibilities, except for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditionsauthority or duties; (ii) a material diminution in the Executive’s authority, duties or responsibilities's compensation and benefits as described in Section 3 of this Agreement; (iii) a material change in the geographic location at which the Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of this Agreement by the Company. In order for Executive or any other agreement related to terminate Executive’s employment for “as Chief Executive Officer between Executive and any of the Companies by any of the Companies; or (v) the failure of any acquirer of the Company, to agree to the terms of this Agreement. "Good Reason Process" will mean that (i) the Executive reasonably determines in good faith that a "Good Reason,” " condition has occurred; (ii) the Executive must first notify either notifies the Company’s CEO or the Company’s Chief Legal Officer Company in writing of the specific act or omission constituting a “first occurrence of the Good Reason” Reason condition within 60 days of his knowledge of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company's efforts, for a period not to exceed sixty less than 30 days following such notice (60) days of the initial existence or occurrence of the condition"Cure Period"), upon the notice of which the Company shall have thirty (30) days to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed Executive terminates his/her employment within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall will be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in For the avoidance of doubt, Executive may terminate his employment under this Agreement with or without Good Reason, but may maintain his role as Chairman of the “Good Reason ProcessBoard, and/or as a Board member.”

Termination by Executive. Executive may terminate Executive’s his employment at any time for any reason, including but not limited to for hereunder with or without Good Reason. A termination of employment by Executive other than for Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). For purposes of this Agreement, “Good Reason” shall mean that a termination by Executive has complied of his employment with the “Good Reason Process” Company on account of an occurrence or failure described in any or any combination of (hereinafter definedi) following the occurrence of any of the following events through (vi) below without Executive’s written consent, but only if (A) Executive gives written notice to CRC and OpCo specifying in reasonable detail the circumstances claimed to provide the basis for such termination and does so within ninety (90) days following the initial occurrence of such circumstance, (B) the Company fails to correct the circumstances set forth in Executive’s written notice within thirty (30) days of receipt of such notice, and (C) Executive terminates his employment within thirty (30) days following the end of such thirty (30) day cure period: (i) a material diminution in significant reduction of Executive’s Base Salaryduties, except for authority or responsibilities as they existed immediately prior to such reduction, including if Executive is not Chief Executive Officer of the acquiring company following a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditionsChange in Control; (ii) a material diminution reduction in the aggregate base salary and bonus opportunity of Executive’s authority, duties or responsibilities; (iii) the relocation of the Executive to a facility or a location more than fifty (50) miles from Executive’s then present location; (iv) Executive’s ceasing to remain a member of the Board prior to an Initial Public Offering; (v) the Company’s material breach of its obligations hereunder or under any written agreement between CRC or OpCo and Executive; or (vi) Executive’s ceasing to report directly and solely to the Board. Executive agrees that a corporate reorganization by the CRC, OpCo and/or any Affiliate pursuant to which CRC or OpCo ceases to exist shall not constitute Good Reason hereunder so long as there is no substantial diminution or significant change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach nature of this Agreement by the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing of the specific act or omission constituting a “Good Reason” condition within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Processduties described herein.”

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s his/her employment at any time hereunder for any reason, including but not limited to for Good Reason. A termination by Executive other than for Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s consentevents: (i) a substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive’s responsibilities, authorities, powers, functions or duties; (ii) an involuntary material diminution reduction in Executive’s Base Salary, Salary except for a proportional reduction pursuant to a Companyacross-wide reduction of the-board reductions similarly affecting all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authority, duties or responsibilitiessubstantially all management employees; (iii) a breach by the Company of any of its other material obligations under this Agreement, or (iv) a material change in the geographic location at which Executive provides services to must perform his/her services; provided that, a change in the Company; or (iv) any other action or inaction that constitutes a material breach employment of this Agreement by the Company. In order for Executive to terminate Executive’s employment for another affiliate of Company does not in and of itself constitute “Good Reason,.” “Good Reason Process” shall mean that (A) Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer reasonably determines in writing of the specific act or omission constituting good faith that a “Good Reason” condition event has occurred; (B) Executive notifies the Company in writing of the occurrence of the Good Reason event within a period not to exceed sixty ninety (6090) days of the initial existence or occurrence of such event; (C) Executive cooperates in good faith with the conditionCompany’s efforts, upon the notice of which the Company shall have for a period not less than thirty (30) days following such notice, to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate modify Executive’s employment for “situation in a manner acceptable to Executive and Company; (D) notwithstanding such efforts, one or more of the Good Reason” by written notice delivered Reason events continues to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty exist and has not been modified in a manner acceptable to Executive; and (30E) Executive terminates his/her employment no later than sixty (60) days after the end of the Cure Periodthirty- day cure period. If the Company cures the Good Reason condition event in a manner acceptable to Executive during the Cure Periodthirty-day period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. Executive may terminate Executive’s his employment at any time for any reason, including but not limited to for Good Reason. A termination by Executive other than for with or without Good Reason will be effective upon such date set forth in a by providing at least 31 days advance written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)termination. For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with means, during the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events Employment Period and without Executive’s written consent: (i) a material diminution in the Company’s requiring Executive’s Base Salaryprimary place of business to be at a location which is neither in south Florida (Broward, except for a proportional reduction pursuant Dade or Palm Beach counties) nor closer to a Executive’s home residence (as of the Effective Date) than the Company-wide reduction ’s current headquarters (as of all executive salaries due to economic conditionsthe Effective Date); (ii) a material diminution in of Executive’s authorityduties and responsibilities, duties or responsibilitiesthe assignment of responsibilities that are materially inconsistent with his position and responsibilities hereunder; (iii) a material reduction of Executive’s Base Salary, a reduction of the benefits made available to Executive as described herein (other than as a result of a change in an employee benefit plan applicable to all employees covered by such plan), or the geographic location at which Executive provides services elimination of Executive’s eligibility for a Bonus (it being agreed that the Board’s decision not to the Companyaward a Bonus for any fiscal year as a result of Executive’s failure to achieve Annual Goals shall not constitute an elimination of Bonus eligibility); or (iv) any other action or inaction that constitutes a material breach by the Company of any other provision of this Agreement by Agreement. Executive may only resign for Good Reason pursuant to Sections 8.3(ii), (iii) or (iv) if the Company. In order Company has not cured the asserted basis for such resignation within 30 days after its receipt from Executive of written notice setting forth in reasonable detail the circumstances giving rise to terminate Executive’s employment such resignation for “Good Reason,” , provided, however, that if Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing of the specific act or omission constituting a “Good Reason” condition fails to deliver such notice within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy of the condition (the “Cure Period”). If the Company does not remedy act or otherwise correct the condition noticed within the thirty (30) day periodomission allegedly constituting Good Reason, Executive may resign/terminate Executive’s employment shall waive the right to resign for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Processconnection with such act or omission.”

Termination by Executive. Executive may terminate Executive’s employment at any time for any reason, including but not limited to for Good Reason. A termination by Executive other than hereunder for Good Reason will be effective upon such date set forth in by delivering to Holdings (1) a written notice to Preliminary Notice of Good Reason (as defined below), and (2) not earlier than thirty (30) days from the Company; provided, however, the Company may accelerate the effective date delivery of such termination by Executive to any earlier date after receiving such notice Preliminary Notice of Good Reason, a Notice of Termination (and such acceleration shall not constitute a termination by the Company without Cause for any purposeas defined below). For purposes of this Agreement, “"Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s consent" means: (i) a material diminution in Executive’s Base Salary, except for a proportional reduction pursuant the demotion of Executive to a position not comparable to Chief Operating Officer of Holdings or the Company-wide reduction of all executive salaries due to economic conditions; (ii) a material diminution in the assignment to Executive of any duties materially inconsistent with Executive’s 's positions, duties, authority, duties or responsibilitiesresponsibilities and reporting requirements as set forth in Section 2; (iii) a material change reduction in or a delay in payment of Executive's total cash compensation and benefits from those required to be provided in accordance with the geographic location at which Executive provides services to provisions of this Agreement; (iv) Holdings, the Board, the Company, the Company's board of directors or any person controlling Holdings or the Company requires Executive to be based anywhere that is greater than fifty (50) miles from Manhattan, other than on travel reasonably required to carry out Executive's obligations under the Agreement; (v) the failure of Holdings or the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of Holdings or the Company, as applicable, within fifteen (15) days after a merger, consolidation, sale or similar transaction; or (ivvi) any other action Executive is removed from or inaction that constitutes a material breach not re-elected to the Board or the office of this Agreement by Chief Operating Officer of the Company. In order for Executive to terminate Executive’s employment for “Notwithstanding the foregoing provisions of this Section 8(d), "Good Reason,” Executive must first notify either the Company’s CEO " shall not include (A) acts not taken in bad faith which are cured by Holdings or the Company’s Chief Legal Officer Company in writing of the specific act or omission constituting a “Good Reason” condition within a period all material respects not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have later than thirty (30) days to remedy from the condition (the “Cure Period”). If date of receipt by Holdings or the Company does not remedy of a written notice from Executive identifying in reasonable detail the act or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “acts constituting "Good Reason” " (a "Preliminary Notice of Good Reason") or (B) acts taken by written notice delivered to either the Company’s CEO Holdings or the Company’s Chief Legal Officer within Company by reason of Executive's physical or mental infirmity which impairs Executive's ability to substantially perform the following thirty (30) days after the end duties under this Agreement. A Preliminary Notice of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Processnot, by itself, constitute a Notice of Termination.”

Termination by Executive. (a) Executive may terminate Executive’s employment at this Agreement, without any time for any reason, including but not limited to for Good Reason. A termination by Executive other than for Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). For purposes breach of this Agreement, “for "Good Reason” shall mean "; PROVIDED that Executive has complied provided written notice (a "Good Reason Notice") to the Company that an event included in the definition of "Godo Reason" has occurred, specifying such event and stating that unless such event is cured, that Executive will terminate this Agreement, and such event continues uncured for 30 days after such written notice from the Executive has been received by the Company. Good Reason shall exist if any one or more of the following shall occur: (1) a material breach of the terms of this Agreement by the Company and such breach continues uncured for 30 days after written notice of such breach is first given; (2) a material breach by the Company of any other material agreement with Executive and such breach continues for 30 days after written notice of such breach is first given. (3) a "change of control" of the Company (as defined below). (4) the Executive is removed from the position of President and Chief Executive Officer of the Company for any reason other than the termination of his employment permitted by the terms of this Agreement; the Executive suffers a material diminution in the authorities, duties or responsibilities normally associated with the “Good Reason Process” (hereinafter defined) following position of President and Chief Executive Officer, or there are assigned to him duties and responsibilities materially inconsistent with those normally associated with such position; the Executive's Base Salary is decreased by the Company, or his benefits under any material employee benefit plan or program of the Company is or are reduced if similar reductions are not made for substantially all other senior executives; the Company fails to obtain a written agreement for any successor to the Company to assume and perform this Agreement; and within 30 days of learning of the occurrence of any of the following events without set forth in this clause (4), provides the Company with a Good Reason Notice specifying any of such events specified in this clause (4) and thereafter, upon the failure of the Company to cure the same, the Executive terminates his employment with the Company. (5) any purported termination of the Executive’s consent: (i) a material diminution in Executive’s Base Salary, except 's employment which is not effected for a proportional reduction Cause and pursuant to a Company-wide reduction Notice of all executive salaries due to economic conditions; Termination for Cause under Paragraph 7 (iiand for purposes of this Agreement, no such purported termination shall be effective). (b) For purposes of this Paragraph 8, a material diminution in Executive’s authority, duties or responsibilities; (iii) a material "change in control" shall mean the geographic location at which Executive provides services to occurrence of any one of the following events; PROVIDED, HOWEVER, that if the Executive, as a director of the Company; or (iv) , voted in favor of any other action or inaction that constitutes a material breach of this Agreement by the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing of the specific act events that otherwise would constitute a "change of control" hereunder, or omission constituting a “Good Reason” condition within a period not to exceed sixty (60) days sold any securities as part of the initial existence or occurrence events that otherwise would constitute a "change of the conditioncontrol" hereunder, upon the notice no change of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason control shall be deemed not to have occurred. The foregoing procedure : (1) any "person," as such term is used in Sections 3(a)(9) and 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), other than Executive and his affiliates, executors, administrators and successors, becomes a "beneficial owner", as such term is used in Rule 13d-3 promulgated under the Act, of 50% or more of the Company's voting stock; (2) individuals who are "Incumbent Directors" cease to constitute a majority of the members of the Board ("Incumbent Directors" for this paragraph is referred purpose being the members of the Board of the date of this Agreement, provided that any persons becoming a director subsequent to in this Agreement as such date whose election or nomination for election was supported by two-thirds of the “Good Reason Process.”directors who then comprised the Incumbent Directors shall be considered to be an Incumbent Director);

Termination by Executive. (a) Executive may terminate Executive’s his employment under this Agreement at any time for any reason, including but not limited to for Good Reason. A termination by Executive other than for without Good Reason will be effective (as defined in Section 3.5(c) below) upon such date set forth in a thirty (30) days prior written notice to the Company. The Company, in its sole discretion but without derogation to any rights of Executive under Section 2, may place Executive on administrative leave during the thirty (30) day notice period. (b) Executive may terminate his employment under this Agreement, upon fifteen (15) days prior written notice to the Company, if he resigns for good reason; providedprovided that Executive shall not resign pursuant to this Section 3.5(b) if, howeverprior to the expiration of the fifteen (15) day notice period, the Company causes the facts or events giving rise to the Good Reason for resignation to no longer exist and provides evidence of a form and nature satisfactory to Executive that such facts or events no longer and will not in the foreseeable future exist. The Company, in its sole discretion but without derogation to any rights of Executive under Section 2, may accelerate place Executive on administrative leave during the fifteen (15) day notice period. Notwithstanding anything to the contrary contained herein, Executive shall not be required to perform any act stated in his written notice of resignation as Good Reason for his resignation for the period beginning with the giving of such written notice and ending with the effective date of such the termination of his employment. (c) Executive shall be considered to have resigned for good reason if: (1) Executive ceases to hold the position and title of Executive Vice President as contemplated by Section 1.1 of this Agreement; (2) Executive to any earlier date after receiving such notice (is assigned, without his consent, authority or responsibility materially inconsistent with the authority and such acceleration shall not constitute a termination responsibility, as contemplated by the Company without Cause for any purpose). For purposes Section 1.1 of this Agreement, “Good Reason” including without limitation any material diminution of his authority and responsibility or change in reporting requirements; (3) Executive’s Base Salary is materially reduced, or there is any material delay in the payment of Executive's Base Salary, or there is any material reduction in the nature and amount of benefits (including benefits under The Incentive Plan or Stock Option Plan or any successor plans thereto) theretofore provided to Executive pursuant to Section 2; (4) Any requirement is imposed for Executive to reside or travel outside of the Columbus, Ohio area, other than on travel reasonably required to carry out Executive’s obligations under this Agreement and consistent with past practice; or (5) Executive becomes disabled to the extent that he cannot, with reasonable accommodation, effectively perform the requirements of his position for a period of three consecutive months (which determination shall be made by a physician of Executive's choice who is reasonably acceptable to the Company); or (6) The Company commits a material breach of this Agreement (other than breaches which may be covered by some other subsection of this Section 3.5(c)), which breach is not cured within thirty (30) days after written notice thereof is given by Executive. (d) A Change in Control shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of date on which any one of the following events without Executive’s consentoccurs: (i) any one person, or more than one person acting as a material diminution in Executive’s Base Salarygroup (as determined under Code Section 409A and the regulations promulgated thereunder), except for a proportional reduction pursuant to a acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 50% or more of the total voting power of the outstanding stock of the Company-wide reduction of all executive salaries due to economic conditions; or (ii) a material diminution in Executive’s authority, duties majority of members of the Board is replaced during any 12-month period by directors whose appointment or responsibilitieselection is not endorsed by a majority of the members of the Board before the date of such appointment or election; or (iii) any one person, or more than one person acting as a material change in group (as determined under Code Section 409A and the geographic location at which Executive provides services to regulations promulgated thereunder), acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the outstanding stock of the Company; or (iv) any other action one person, or inaction more than one person acting as a group (as determined under Code Section 409A and the regulations thereunder), acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that constitutes have a material breach total gross fair market value equal to or more than 80% of this Agreement by the total gross fair market value of all of the assets of the Company. In order for Executive to terminate Executive’s employment for For this purpose, “Good Reason,gross fair market value” Executive must first notify either means the value of the assets of the Company’s CEO , or the Company’s Chief Legal Officer in writing value of the specific act or omission constituting a “Good Reason” condition within a period not assets being disposed of, determined without regard to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Processany liabilities associated with such assets.”

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s his employment at any time hereunder for any reason, including but not limited to for Good Reason. A If Executive provides notice to the Company under Paragraph 1 that he does not wish to extend the Period of Employment, such action shall be deemed a voluntary termination by Executive other than for and one without Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)Reason. For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without events: (A) a substantial diminution or other substantial adverse change, not consented to by Executive (or caused by his disability as elsewhere provided herein), in the nature or scope of Executive’s consent: responsibilities, authorities, powers, functions, duties or reporting relationship; (iB) a material diminution any removal, during the Period of Employment, from Executive of his title of President and Chief Executive Officer; (C) an involuntary reduction in Executive’s Base Salary, Salary except for a proportional reduction pursuant to a Companyacross-wide reduction of the-board reductions similarly affecting all or substantially all executive salaries due to economic conditionsofficers; (iiD) a breach by the Company of any of its other material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of obligations under this Agreement by and the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing failure of the specific act or omission constituting a “Good Reason” condition Company to cure such breach within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after written notice thereof by Executive; (E) the end involuntary relocation of the Cure PeriodCompany’s offices at which Executive is principally employed on the Commencement Date or the involuntary relocation of the offices of Executive’s primary workgroup to a location more than 30 miles from such offices, or the requirement by the Company that Executive be based anywhere other than the Executive’s principal work location on the Commencement Date on an extended basis, except for required travel on the Company’s business; or (F) the failure of the Company to obtain the agreement from any successor to the Company to assume and agree to perform this Agreement as required by Paragraph 12 (each of which is hereinafter referred to as a “Good Reason event”). “Good Reason Process” shall mean that (i) Executive reasonably determines in good faith that a “Good Reason” event has occurred; (ii) Executive notifies the Company in writing of the occurrence of the Good Reason event by no later than sixty (60) days after the initial occurrence of the event or condition constituting Good Reason; (iii) Executive cooperates in good faith with the Company’s efforts, for a period not less than sixty (60) days following such notice, to modify Executive’s employment situation; and (iv) notwithstanding such efforts, one or more of the Good Reason events continues to exist and has not been modified in a manner acceptable to Executive. If the Company cures the Good Reason condition event during the Cure Periodsixty (60) day period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. Executive may terminate Executive’s his employment under this Agreement at any time after providing Notice of Termination to the Company. Such Notice shall state whether the Executive's termination is for any reason, including but not limited to for "Good Reason". A termination Termination of employment by Executive other than for Good Reason will shall be effective upon such date set forth in a written notice deemed to have occurred, if Executive provides the Company; provided, however, the Company may accelerate the effective date Notice of such termination by Executive to any earlier date Termination within 60 days after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s consent: following: (i) a material diminution A change in Executive’s Base Salary's responsibilities, except status, title, or position, which, in Executive's reasonable judgment, represents a diminution of Executive's responsibilities, status, title, or position offices, or any removal of Executive from, or any failure to re-elect Executive to, any of such titles, offices, or positions, provided that this clause shall not apply if Executive's employment is terminated as a result of: (A) Executive's death, (B) Executive's Total Disability in accordance with Section 5(b), (C) Cause in accordance with Section 5(c), or (D) Executive's voluntary termination in accordance with this Section 5(e) other than for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditions; Good Reason. (ii) a material diminution A reduction by the Company in Executive’s authority, duties or responsibilities; 's Base Salary. (iii) a The failure by the Company to pay any material change amount of current compensation owing to Executive, or any material amount of compensation deferred under any plan, agreement or arrangement of or with the Company owing to Executive, within 20 days after the Executive makes written demand for such amount. (iv) The failure by the Company to obtain an assumption (in form and substance reasonably satisfactory to the Executive, except in the geographic location at case of a merger or consolidation which Executive provides services does not constitute a Change in Control for which no separate assumption is necessary) of the obligations of the Company under this Agreement by any successor to the Company; or . (ivv) any other action or inaction that constitutes a material breach of this Agreement by the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer Any "Change in writing Control" of the specific act or omission constituting a “Good Reason” condition within a period not Company as defined in Appendix A to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason ProcessAgreement.”

Termination by Executive. Executive may terminate Executive’s employment at any time for any reason, including but not limited to for Good Reason. A termination by Executive other than for Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s consent: (i) a material diminution in Executive’s Base SalarySalary (not including any diminution consistent with Section 2(b) above), except for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the CompanyCompany (except as otherwise provided in Section 1(b) above); or (iv) any other action or inaction that constitutes a material breach of this Agreement by the Company; or (v) Executive is not reelected to or is otherwise removed from the Board. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO Board or the Company’s Chief Legal Officer in writing of the specific act or omission constituting a “Good Reason” condition within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer Board within the following thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s his employment at any time hereunder for any reason, including but not limited to for Good Reason. A If Executive provides notice to the Company under Paragraph 1 that he does not wish to extend the Period of Employment, such action shall be deemed a voluntary termination by Executive other than for and one without Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)Reason. For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without events: (A) a substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive’s consent: responsibilities, authorities, powers, functions or duties; (iB) a material diminution any removal, during the Period of Employment, from Executive of his title of President and/or Chief Executive Officer; (C) an involuntary reduction in Executive’s Base Salary, Salary except for a proportional reduction pursuant to a Companyacross-wide reduction of the-board reductions similarly affecting all executive salaries due to economic conditionsor substantially all management employees; (iiD) a breach by the Company of any of its other material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of obligations under this Agreement by and the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing failure of the specific act or omission constituting a “Good Reason” condition Company to cure such breach within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after written notice thereof by Executive; (E) the end involuntary relocation of the Cure PeriodCompany’s offices at which Executive is principally employed or the involuntary relocation of the offices of Executive’s primary workgroup to a location more than 30 miles from such offices, or the requirement by the Company that Executive be based anywhere other than the Company’s offices at such location on an extended basis, except for required travel on the Company’s business to an extent substantially consistent with Executive’s business travel obligations; or (F) the failure of the Company to obtain the agreement from any successor to the Company to assume and agree to perform this Agreement as required by Paragraph 11 (each of which is hereinafter referred to as a “Good Reason event”). “Good Reason Process” shall mean that (i) Executive reasonably determines in good faith that a “Good Reason” event has occurred; (ii) Executive notifies the Company in writing of the occurrence of the Good Reason event by no later than sixty (60) days after the initial occurrence of the event or condition constituting Good Reason; (iii) Executive cooperates in good faith with the Company’s efforts, for a period not less than ninety (90) days following such notice, to modify Executive’s employment situation in a manner acceptable to Executive and Company; and (iv) notwithstanding such efforts, one or more of the Good Reason events continues to exist and has not been modified in a manner acceptable to Executive. If the Company cures the Good Reason condition event in a manner acceptable to Executive during the Cure Periodninety (90) day period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. Executive may terminate Executive’s employment at any time for any reason, including but not limited to for Good Reason. A termination may be terminated by Executive other than for Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)or no reason. For purposes of this AgreementAgreement (other than Section 9), unless written consent of Executive is obtained, “Good Reason” shall mean that mean: (i) Executive’s demotion from the position of Chief Executive has complied Officer of the Company, or a material diminution in his authority, duties or responsibilities in such position, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by Executive; (ii) a reduction by the Company in Executive’s Base Salary or Target Bonus or maximum bonus opportunity, as in effect on the Effective Date, as the same may be increased from time to time; or (iii) the Company’s requiring Executive to be based more than thirty-five (35) miles from the Company’s principal executive offices in Atlanta, Georgia; or (iv) any failure by the Company to comply with and satisfy Section 16(c) of this Agreement; or (v) the “material breach by the Company of any other material provision of this Agreement. Good Reason Process” (hereinafter defined) shall not include Executive’s death or Disability; provided that Executive’s mental or physical incapacity following the occurrence of any of the following events without Executive’s consent: an event described in clause (i) a material diminution in — (v) above shall not affect Executive’s Base Salary, except ability to terminate for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditions; (ii) a material diminution in Good Reason. In the event that “Cause” for Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of termination exists under this Agreement by and the Company. In order for Executive Company acts to terminate Executive’s employment for “Cause, Executive shall not be entitled to exercise a termination for Good Reason or to receive payments or benefits pursuant to Section 8 of this Agreement for termination for Good Reason,” Executive must first notify either the Company. Except as provided in Section 8(a), Executive’s CEO continued employment shall not constitute consent to, or the Company’s Chief Legal Officer in writing a waiver of the specific act or omission rights with respect to, any circumstance constituting a Good Reason hereunder. Any claim of “Good Reason” condition under this Agreement shall be communicated by Executive to the Company in writing within a period not to exceed sixty (60) 30 days of his knowledge of its occurrence, which writing shall specifically identify the initial existence or occurrence factual details concerning all events giving rise to Executive’s claim of the condition, upon the Good Reason under this Section 7(d). General description of unspecified events shall not constitute proper notice of which the Good Reason or termination for Good Reason. The Company shall have thirty (30) days an opportunity to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end cure any claimed event of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, within 30 days of notice of Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Processgiven by Executive.”

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s his employment at any time hereunder for any reason, including but not limited to for Good Reason. A If Executive provides notice to the Company under Paragraph 1 that he does not wish to extend the Period of Employment, such action shall be deemed a voluntary termination by Executive other than for and one without Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)Reason. For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without events: (A) a substantial diminution or other substantial adverse change, not consented to by Executive (or caused by his disability as elsewhere provided herein), in the nature or scope of Executive’s consent: responsibilities, authorities, powers, functions, duties or reporting relationship; (iB) a material diminution any removal, during the Period of Employment, from Executive of his title of Chief Financial Officer; (C) an involuntary reduction in Executive’s Base Salary, Salary except for a proportional reduction pursuant to a Companyacross-wide reduction of the-board reductions similarly affecting all or substantially all executive salaries due to economic conditionsofficers; (iiD) a breach by the Company of any of its other material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of obligations under this Agreement by and the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing failure of the specific act or omission constituting a “Good Reason” condition Company to cure such breach within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after written notice thereof by Executive; (E) the end involuntary relocation of the Cure PeriodCompany’s offices at which Executive is principally employed on the Commencement Date or the involuntary relocation of the offices of Executive’s primary workgroup to a location more than 30 miles from such offices, or the requirement by the Company that Executive be based anywhere other than the Executive’s principal work location on the Commencement Date on an extended basis, except for required travel on the Company’s business; or (F) the failure of the Company to obtain the agreement from any successor to the Company to assume and agree to perform this Agreement as required by Paragraph 12 (each of which is hereinafter referred to as a “Good Reason event”). “Good Reason Process” shall mean that (i) Executive reasonably determines in good faith that a “Good Reason” event has occurred; (ii) Executive notifies the Company in writing of the occurrence of the Good Reason event by no later than sixty (60) days after the initial occurrence of the event or condition constituting Good Reason; (iii) Executive cooperates in good faith with the Company’s efforts, for a period not less than ninety (90) days following such notice, to modify Executive’s employment situation; and (iv) notwithstanding such efforts, one or more of the Good Reason events continues to exist and has not been modified in a manner acceptable to Executive. If the Company cures the Good Reason condition event during the Cure Periodninety (90) day period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. i. Executive may terminate Executivethis Agreement before the end of its initial term or any renewal term upon thirty (30) days’ prior written notice, in which case Company’s employment at any time only obligation to Executive with respect to compensation shall be payment of salary, accrued, unused vacation compensation earned as of the-last date bona fide services are performed for any reasonCompany under this Agreement (the “Termination Date”). ii. Executive may, including but not limited to for Good Reason. A termination by Executive other than for Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall made not constitute a termination by the Company without Cause for any purpose). For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s consent: (i) a material diminution in Executive’s Base Salary, except for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of this Agreement by the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing of the specific act or omission constituting a “Good Reason” condition within a period not to exceed less than sixty (60) days before the Termination Date, elect to terminate his employment on the basis of “good reason” if: (a) Company commits a material breach of its obligations under Section 1 of this Agreement; or (b) there is a material reduction of Executive’s duties, authority or status other than reductions or limitations imposed by law or regulatory authority; or (c) a material change of the initial existence principal location in which Executive is required to perform his duties hereunder without Executive’s prior consent (it being agreed that any location within the Denver, Colorado metropolitan area shall not be deemed a material change); or occurrence (d) a material reduction in (or a failure to pay or provide) Executive’s compensation or benefits payable under this Agreement, other than Company’s failure to deliver the Special Options under Section 2.d of this Agreement if the condition, upon the Cash Option Payment is made or as otherwise permitted by this Agreement; or (e) any other material breach by Company of this Agreement. Any such notice of which termination by Executive for “good reason” shall specify the circumstances constituting “good reason” and shall afford Company shall have thirty (30) days an opportunity to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed cure such circumstances at any time within the thirty (30) day period following the date of such notice. If Company does cure such circumstances within said thirty (30) day period, the notice of termination shall be withdrawn by Executive may resign/terminate and of no further force and effect. In the event that the circumstances cited in Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer are not cured within the following thirty (30) days after the end notice, this Agreement shall be terminated sixty (60) days after Executive’s original written notice and such termination shall be treated in all respects as if it had been a termination of employment by Company without cause under Section 5.d of this Agreement. iii. If at any time during the Term of this Agreement, Xxx X. Xxxxxx ceases to serve as Chairman of the Cure Period. If Board of Directors of Company, then Executive may, by written notice to the Company cures no later than sixty (60) days after the Good Reason condition during appointment of the Cure PeriodChairman of the Board replacing Xxxxxx (unless Executive is the Chairman replacing Xxxxxx), Good Reason elect to terminate his employment, which termination shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement treated for all purposes (other than Section 7) as a termination on the basis of “Good Reason Processgood reason” within the meaning of the preceding paragraph.”

Termination by Executive. Executive may terminate Executive’s employment at any time may be terminated by Executive for any reason, including but not limited to for Good Reason. A termination reason or no reason by Executive other than for Good Reason will be effective upon such date set forth in delivering a written notice Notice of Termination (as defined below) to the Company; provided, however, Holding Company and the Company may accelerate Bank thirty (30) days prior to the effective date desired Date of such termination by Executive Termination (as defined below) (with the thirty (30) day period to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by be referred to as the Company without Cause for any purpose“Notice Period”). For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) may also terminate his employment following the occurrence of any of the following events without Executive’s consent: (i) a material diminution in Executive’s Base Salarytitle, except for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditionsauthority, duties, or responsibilities; or (ii) a material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of Section 3 of this Agreement by the Company. In order Holding Company and/or the Bank (a “Resignation for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing of the specific act or omission constituting a “Good Reason” condition within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If A termination by Executive shall not constitute Resignation for Good Reason unless Executive shall first have delivered to the Holding Company does not remedy or otherwise correct and/or the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by Bank written notice delivered setting forth with specificity the occurrence deemed to either the Company’s CEO or the Company’s Chief Legal Officer within the following give rise to a right to a Resignation for Good Reason (which notice must be given no later than thirty (30) days after the end initial occurrence of such event) (the “Material Breach Notice”), and neither the Holding Company nor the Bank has taken action to correct, rescind or otherwise substantially reverse the occurrence supporting Resignation for Good Reason as identified by Executive within thirty (30) days following its receipt of such Material Breach Notice. Executive’s Date of Termination for Resignation for Good Reason must occur within a period of ninety (90) days after Executive’s discovery of the Cure initial occurrence of a material breach. During the Notice Period, and at the sole discretion of the Holding Company and the Bank, Executive may be required to assist the Holding Company and the Bank with identifying a successor and in transitioning his duties and responsibilities to that successor. If the Company cures the Good Reason condition Moreover, during the Cure Notice Period, Good Reason shall and at the sole discretion of the Holding Company and the Bank, Executive may be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as relieved of all duties and/or prohibited from physically working at the “Good Reason Processoffices of Company.”

Termination by Executive. (a) Executive may terminate Executive’s his employment under this Agreement at any time for any reason, including but not limited to for Good Reason. A termination by Executive other than for without Good Reason will be effective (as defined in Section 3.5(c) below) upon such date set forth in a thirty (30) days prior written notice to the Company. The Company, in its sole discretion but without derogation to any rights of Executive under Section 2, may place Executive on administrative leave during the thirty (30) day notice period. (b) Executive may terminate her employment under this Agreement, upon fifteen (15) days prior written notice to the Company, if she resigns for Good Reason; providedprovided that Executive shall not resign pursuant to this Section 3.5(b) if, howeverprior to the expiration of the fifteen (15) day notice period, the Company causes the facts or events giving rise to the Good Reason for resignation to no longer exist and provides evidence of a form and nature satisfactory to Executive that such facts or events no longer and will not in the foreseeable future exist. The Company, in its sole discretion but without derogation to any rights of Executive under Section 2, may accelerate place Executive on administrative leave during the fifteen (15) day notice period. Notwithstanding anything to the contrary contained herein, Executive shall not be required to perform any act stated in his written notice of resignation as Good Reason for her resignation for the period beginning with the giving of such written notice and ending with the effective date of such the termination of her employment. (c) Executive shall be considered to have resigned for Good Reason if: (1) Executive ceases to hold the positions and titles of Chief Financial Officer and Treasurer as contemplated by Section 1.1 of this Agreement; (2) Executive to any earlier date after receiving such notice (is assigned, without her consent, authority or responsibility materially inconsistent with the authority and such acceleration shall not constitute a termination responsibility contemplated by the Company without Cause for any purpose). For purposes Section 1.1 of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” including without limitation any material diminution of her authority and responsibility or change in reporting requirements; (hereinafter defined3) following the occurrence of any of the following events without Executive’s consent: (i) a Base Salary is reduced, or there is any material diminution delay in the payment of Executive’s Base Salary, except or there is any material reduction in the nature and amount of benefits (including benefits under the Incentive Plan or the Stock Option Plan or any successor plans thereto) theretofore provided to Executive pursuant to Section 2; (4) Any requirement is imposed for Executive to reside or travel outside of the Columbus, Ohio area, other than on travel reasonably required to carry out Executive’s obligations under this Agreement and consistent with past practice; (5) Executive becomes disabled to the extent that she cannot, with reasonable accommodation, effectively perform the requirements of her position for a proportional reduction pursuant to period of three consecutive months (which determination shall be made by a Company-wide reduction physician of all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services choice who is reasonably acceptable to the Company; or ); (iv6) any other action or inaction that constitutes The Company commits a material breach of this Agreement (other than breaches which may be covered by the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing some other subsection of the specific act or omission constituting a “Good Reason” condition this Section 3.5(c)), which breach is not cured within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after written notice thereof is given by Executive; or (7) For so long as Executive remains employed with the end duties and position described in Section 2.1, Executive and Messrs. Exxxxx X. Xxxxxxx, and Cxxxxxxxxxx X. Xxxx, so long as each of the Cure Period. If them remains employed by the Company cures or its Affiliate, do not continue to constitute a majority of directors of, or otherwise control, the Good Reason condition during board of directors of each operating subsidiary that is an Affiliate controlled by the Cure Period, Good Reason Company. (d) A Change in Control shall be deemed not to have occurred. The foregoing procedure occurred if there is: (1) A purchase or other acquisition in this paragraph is referred any one or more transactions by any person, entity or group of persons (within the meaning of section 13(d)(3) or 14(d)(2) of the Exchange Act or any comparable successor provisions), directly or indirectly, which results in the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of such person, entity or group of persons equaling fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in this Agreement as the election of directors (“Voting Securities”); excluding, however, any acquisition (A) by the Company or any person controlled by the Company or the Board of Directors of the Company, (B) by any employee benefit plan or related trust sponsored or maintained by the Company, (C) by Executive; or (D) by another group including Executive, but only if Executive and other executives of the Company control such group; (2) A change, within any rolling two-year period beginning with any date on or after the Effective Date, in the composition of the Board such that the individuals who constitute the Board (the “Good Reason ProcessIncumbent Board”) at the beginning of such rolling period cease for any reason to constitute at least a majority of the Board; provided, however, that for purposes of this definition, any individual who becomes a member of the Board after the Effective Date, whose election, or nomination for election, by the Company’s security-holders was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; and provided, however, that any such individual whose initial assumption of office occurs as a result of or in connection with either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall not be so considered as a member of the Incumbent Board; (3) A merger, reorganization or consolidation to which the Company is a party or a sale or other disposition of all or substantially all of the assets of the Company (each, a “Corporate Transaction”); excluding however, any Corporate Transaction pursuant to which (A) persons who were security holders of the Company immediately prior to such Corporate Transaction own (solely because of their Voting Securities owned immediately prior to such Corporate Transaction) immediately thereafter more than 50 percent of the combined voting power entitled to vote in the election of directors of the then outstanding securities or the company surviving the Corporate Transaction and (B) individuals who constitute the Incumbent Board will immediately after the consummation of the Corporate Transaction constitute at least a majority of the members of the board of directors of the company surviving such Corporate Transaction; or (4) Approval by the security-holders of the Company of a plan of complete liquidation or dissolution of the Company.”

Termination by Executive. (a) Executive may terminate Executive’s his employment under this Agreement at any time for any reason, including but not limited to for Good Reason. A termination by Executive other than for without Good Reason will be effective (as defined in Section 3.5(c) below) upon such date set forth in a thirty (30) days prior written notice to the Company. The Company, in its sole discretion but without derogation to any rights of Executive under Section 2, may place Executive on administrative leave during the thirty (30) day notice period. (b) Executive may terminate his employment under this Agreement, upon fifteen (15) days prior written notice to the Company, if he resigns for Good Reason; providedprovided that Executive shall not resign pursuant to this Section 3.5(b) if, howeverprior to the expiration of the fifteen (15) day notice period, the Company causes the facts or events giving rise to the Good Reason for resignation to no longer exist and provides evidence of a form and nature satisfactory to Executive that such facts or events no longer and will not in the foreseeable future exist. The Company, in its sole discretion but without derogation to any rights of Executive under Section 2, may accelerate place Executive on administrative leave during the fifteen (15) day notice period. Notwithstanding anything to the contrary contained herein, Executive shall not be required to perform any act stated in his written notice of resignation as Good Reason for his resignation for the period beginning with the giving of such written notice and ending with the effective date of such the termination of his employment. (c) Executive shall be considered to have resigned for Good Reason if: (1) Executive ceases to hold the position and title of Senior Vice President as contemplated by Section 1.1 of this Agreement; (2) Executive to any earlier date after receiving such notice (is assigned, without his consent, authority or responsibility materially inconsistent with the authority and such acceleration shall not constitute a termination responsibility contemplated by the Company without Cause for any purpose). For purposes Section 1.1 of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” including without limitation any material diminution of his authority and responsibility or change in reporting requirements; (hereinafter defined3) following the occurrence of any of the following events without Executive’s consent: (i) a Base Salary is reduced, or there is any material diminution delay in the payment of Executive’s Base Salary, except or there is any material reduction in the nature and amount of benefits (including benefits under the Incentive Plan or the Stock Option Plan or any successor plans thereto) theretofore provided to Executive pursuant to Section 2; (4) Any requirement is imposed for Executive to reside or travel outside of the Columbus, Ohio area, other than on travel reasonably required to carry out Executive’s obligations under this Agreement and consistent with past practice; (5) Executive becomes disabled to the extent that he cannot, with reasonable accommodation, effectively perform the requirements of his position for a proportional reduction pursuant to period of three consecutive months (which determination shall be made by a Company-wide reduction physician of all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services choice who is reasonably acceptable to the Company; or ); (iv6) any other action or inaction that constitutes The Company commits a material breach of this Agreement (other than breaches which may be covered by the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing some other subsection of the specific act or omission constituting a “Good Reason” condition this Section 3.5(c)), which breach is not cured within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after written notice thereof is given by Executive; or (7) For so long as Executive remains employed with the end duties and position described in Section 2.1, Executive and Messrs. Exxxxx X. Xxxxxxx, and Cxxxxxxxxxx X. Xxxx, so long as each of the Cure Period. If them remains employed by the Company cures or its Affiliate, do not continue to constitute a majority of directors of, or otherwise control, the Good Reason condition during board of directors of each operating subsidiary that is an Affiliate controlled by the Cure Period, Good Reason Company. (d) A Change in Control shall be deemed not to have occurred. The foregoing procedure occurred if there is: (1) A purchase or other acquisition in this paragraph is referred any one or more transactions by any person, entity or group of persons (within the meaning of section 13(d)(3) or 14(d)(2) of the Exchange Act or any comparable successor provisions), directly or indirectly, which results in the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of such person, entity or group of persons equaling fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in this Agreement as the election of directors (“Voting Securities”); excluding, however, any acquisition (A) by the Company or any person controlled by the Company or the Board of Directors of the Company, (B) by any employee benefit plan or related trust sponsored or maintained by the Company, (C) by Executive; or (D) by another group including Executive, but only if Executive and other executives of the Company control such group; (2) A change, within any rolling two-year period beginning with any date on or after the Effective Date, in the composition of the Board such that the individuals who constitute the Board (the “Good Reason ProcessIncumbent Board”) at the beginning of such rolling period cease for any reason to constitute at least a majority of the Board; provided, however, that for purposes of this definition, any individual who becomes a member of the Board after the Effective Date, whose election, or nomination for election, by the Company’s security-holders was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; and provided, however, that any such individual whose initial assumption of office occurs as a result of or in connection with either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall not be so considered as a member of the Incumbent Board; (3) A merger, reorganization or consolidation to which the Company is a party or a sale or other disposition of all or substantially all of the assets of the Company (each, a “Corporate Transaction”); excluding however, any Corporate Transaction pursuant to which (A) persons who were security holders of the Company immediately prior to such Corporate Transaction own (solely because of their Voting Securities owned immediately prior to such Corporate Transaction) immediately thereafter more than 50 percent of the combined voting power entitled to vote in the election of directors of the then outstanding securities or the company surviving the Corporate Transaction and (B) individuals who constitute the Incumbent Board will immediately after the consummation of the Corporate Transaction constitute at least a majority of the members of the board of directors of the company surviving such Corporate Transaction; or (4) Approval by the security-holders of the Company of a plan of complete liquidation or dissolution of the Company.”

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s her employment at any time hereunder for any reason, including but not limited to for Good Reason. A termination by Executive other than for Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s consentevents: (i) a substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive’s responsibilities, authorities, powers, functions or duties; (ii) an involuntary material diminution reduction in Executive’s Base Salary, Salary except for a proportional reduction pursuant to a Companyacross-wide reduction of the-board reductions similarly affecting all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authority, duties or responsibilitiessubstantially all management employees; (iii) a breach by the Company of any of its other material obligations under this Agreement, or (iv) a material change in the geographic location at which Executive provides services to must perform her services; provided that, a change in the Company; or (iv) any other action or inaction that constitutes a material breach employment of this Agreement by the Company. In order for Executive to terminate Executive’s employment for another affiliate of Company does not in and of itself constitute “Good Reason,.” “Good Reason Process” shall mean that (A) Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer reasonably determines in writing of the specific act or omission constituting good faith that a “Good Reason” condition event has occurred; (B) Executive notifies the Company in writing of the occurrence of the Good Reason event within a period not to exceed sixty ninety (6090) days of the initial existence or occurrence of such event; (C) Executive cooperates in good faith with the conditionCompany’s efforts, upon the notice of which the Company shall have for a period not less than thirty (30) days following such notice, to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate modify Executive’s employment for “situation in a manner acceptable to Executive and Company; (D) notwithstanding such efforts, one or more of the Good Reason” by written notice delivered Reason events continues to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty exist and has not been modified in a manner acceptable to Executive; and (30E) Executive terminates her employment no later than sixty (60) days after the end of the Cure Periodthirty-day cure period. If the Company cures the Good Reason condition event in a manner acceptable to Executive during the Cure Periodthirty-day period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. (i) Executive may voluntarily terminate Executive’s his employment hereunder at any time for any reason, including but upon not limited to for Good Reason. A termination by Executive other less than for Good Reason will be effective upon such date set forth in a ninety (90) days’ prior written notice to the Company; provided, however, that any time during said 90-day period, the Company may accelerate request Executive to vacate his office and cease to perform employment services for or on behalf of the Company except those assigned by the Chief Executive Officer of the Company which are to be conducted from Executive’s home. If Executive so terminates his employment, then the Company shall pay to Executive his then current Base Salary, Benefits accrued, and any expenses for which Executive is entitled to be reimbursed, up to and including the effective date of such termination by termination. Executive shall not be entitled to any earlier date after receiving such other salary, bonus, benefits or other compensation as a result of termination pursuant to this Section 15(d). (ii) Executive may resign his employment hereunder upon written notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). of his “Resignation For Good Reason.” For purposes of this Agreement, Executive’s “Resignation For Good Reason” shall mean that Executive has complied means Executive’s termination of Executive’s employment with Company as a result of: (A) the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events Company materially reducing Executive’s Base Salary without Executive’s consent: (i) a material diminution in Executive’s Base Salary, except for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditions; (iiB) a material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a ’s material breach of this Agreement by Agreement; or (C) the Company. In order for Executive to terminate relocation of Executive’s principal place of employment for “Good Reason,” Executive must first notify either the Companyto any place that is more than 30 miles from Executive’s CEO current principal place of employment, other than reasonable Company travel or the Company’s Chief Legal Officer in writing request that Executive relocate his principal place of employment to the specific act or omission constituting a “Good Reason” condition within a period not to exceed sixty (60) days of Chicago, IL area. Executive must provide the initial existence or occurrence of the condition, upon the Company written notice of which a potential Resignation For Good Reason within 90 days after the condition(s) justifying such resignation arise. Upon receiving such notice, the Company shall have thirty (30) 30 days to remedy cure the condition (the “Cure Period”)condition(s) justifying Executive’s Resignation For Good Reason. If the Company does such condition(s) are not remedy or otherwise correct the condition noticed cured within the thirty (30) day such period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Resignation For Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as effective on the “Good Reason Process31st day.”

Termination by Executive. Executive may terminate Executive’s employment at 1. Notwithstanding any time for any reason, including but not limited to for Good Reason. A termination by Executive other than for Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). For purposes term or provision of this Agreement, “including, without limitation, Section I., Paragraph A., Executive may terminate this Agreement and his employment with Company at any time, upon giving Company written notice. Executive shall make reasonable best efforts to give sufficient notice and otherwise assist in an orderly transition to a new chief executive officer. In the event of termination under this Paragraph F.1., Company shall pay Executive all wages due under this Agreement which are then accrued but unpaid, within thirty (30) days after Executive’s last day of employment. 2. Executive may terminate this Agreement for Good Reason” shall mean Reason upon prior written notice to Company, provided that Executive has complied with notifies Company of the “existence of the condition constituting Good Reason Process” within ninety (hereinafter defined90) following days after the occurrence of any initial existence of the following events without Executive’s consent: condition, Company is given at least thirty (30) days after being notified of the existence of the condition to remedy the condition and Company has failed to remedy the condition within the allotted cure period, and the termination of the Agreement is effective no later than five (5) months after the initial existence of the condition. Good Reason shall exist if (i) a material diminution in Executive’s Base Salary, except for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) there is any other action or inaction that constitutes a material breach of this Agreement by Company which has not been consented to or waived by Executive; (ii) Company materially reduces Executive’s base salary, other than with Executive’s consent or as part of an across-the-board salary reduction generally imposed on executives of the Company; or (iii) Company assigns Executive, without Executive’s consent, to a position other than Chief Executive Officer. If termination of the Agreement occurs pursuant to this subparagraph 2, provided that no Cause exists and subject to the following conditions precedent, Company shall provide to Executive payments at a rate equal to his pro-rated base salary at the time of termination for a period of eighteen (18) months, in accordance with Company’s normal payroll practices. 3. In order for addition, provided that no Cause exists, Executive may also receive any short-term or other incentive payments which are applicable to terminate the Executive and based solely on the year in which termination occurs, provided that (i) any amount of such incentive which is based on the Executive’s employment for “Good Reason,” Executive must first notify either individual performance shall remain subject to any discretionary judgments of the Company’s CEO Board as provided in the applicable plan or agreement and (ii) any incentive payment whether based on Company or the Company’s Chief Legal Officer in writing individual performance of the Executive shall be prorated based on the months of service actually performed by the Executive during the applicable fiscal year. For avoidance of doubt this section is not intended to apply to (i) equity incentive awards which are addressed in Section I.G.1 nor (ii) any incentive plan which is based on Company or individual performance in more than one fiscal year, it being the intent that if such a plan is subsequently adopted by the Company that any benefit payable under such plan would be addressed in the plan or in a specific act or omission constituting a “Good Reason” condition amendment to this agreement. 4. As conditions precedent to being entitled to receive the payments set forth in Sections F(2) and F(3), Executive must: (i) within a period not to exceed sixty twenty-one (6021) days of the initial existence termination of Executive’s employment, sign and deliver and thereafter not revoke a release in the form of Exhibit A to this Agreement in accordance with its terms or occurrence a form otherwise acceptable to Company; (ii) be and remain in full compliance with all provisions of this Agreement; and (iii) be and remain in full compliance with Company’s Non-Competition Agreement and any other covenants in this and in any other agreements between Company and the condition, upon the notice of which the Executive. Company shall have thirty (30) days no obligation to remedy make any payments or provide any benefits to the condition (Executive hereunder unless and until the “Cure Period”)effective date of the Waiver and Release Agreement, as defined therein. If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Salary payments shall be made on Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) normal pay days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason and any incentive payment shall be deemed not made on or about the same days as such payments are or would have been payable to have occurredexecutive officers receiving similar incentive payments or, in the absence of such other payments, on a date that reasonably corresponds to the date on which incentive payments were last made to other executive officers. 5. The foregoing procedure Except as provided in this paragraph is referred Sections F(1), (2) and (3) no other amounts are owed to in this Agreement as the “Good Reason ProcessExecutive upon termination of his employment by Executive.”

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s his/her employment at any time hereunder for any reason, including but not limited to for Good Reason. A termination by Executive other than for Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s consentevents: (i) a substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive’s responsibilities, authorities, powers, functions or duties; (ii) an involuntary material diminution reduction in Executive’s Base Salary, Salary except for a proportional reduction pursuant to a Companyacross-wide reduction of the-board reductions similarly affecting all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authority, duties or responsibilitiessubstantially all management employees; (iii) a breach by the Company of any of its other material obligations under this Agreement, or (iv) a material change in the geographic location at which Executive provides services to must perform his/her services; provided that, a change in the Company; or (iv) any other action or inaction that constitutes a material breach employment of this Agreement by the Company. In order for Executive to terminate Executive’s employment for another affiliate of Company does not in and of itself constitute “Good Reason,.” “Good Reason Process” shall mean that (A) Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer reasonably determines in writing of the specific act or omission constituting good faith that a “Good Reason” condition event has occurred; (B) Executive notifies the Company in writing of the occurrence of the Good Reason event within a period not to exceed sixty ninety (6090) days of the initial existence or occurrence of such event; (C) Executive cooperates in good faith with the conditionCompany’s efforts, upon the notice of which the Company shall have for a period not less than thirty (30) days following such notice, to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate modify Executive’s employment for “situation in a manner acceptable to Executive and Company; (D) notwithstanding such efforts, one or more of the Good Reason” by written notice delivered Reason events continues to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty exist and has not been modified in a manner acceptable to Executive; and (30E) Executive terminates his/her employment no later than sixty (60) days after the end of the Cure Periodthirty-day cure period. If the Company cures the Good Reason condition event in a manner acceptable to Executive during the Cure Periodthirty-day period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. (a) Executive may terminate Executive’s her employment under this Agreement at any time for any reason, including but not limited to for Good Reason. A termination by Executive other than for without Good Reason will be effective (as defined in Section 3.5(c) below) upon such date set forth in a thirty (30) days prior written notice to the Company. The Company, in its sole discretion but without derogation to any rights of Executive under Section 2, may place Executive on administrative leave during the thirty (30) day notice period. (b) Executive may terminate her employment under this Agreement, upon thirty (30) days prior written notice to the Company, if her resignation is for Good Reason (as defined under Section 3.5(c)) and Executive provides prior written notice to the Company of the existence of the Good Reason condition within a 90-day period following the initial existence of such condition; providedprovided that Executive shall not resign pursuant to this Section 3.5(b) if, howeverprior to the expiration of the thirty (30) day cure period (beginning on the date of Executive’s written notice to the Company of the Good Reason condition), the Company causes the facts or events giving rise to the Good Reason for resignation to no longer exist and provides evidence of a form and nature satisfactory to Executive that such facts or events no longer and will not in the foreseeable future exist. The Company, in its sole discretion but without derogation to any rights of Executive under Section 2, may accelerate place Executive on administrative leave during the thirty (30) day cure period. Notwithstanding anything to the contrary contained herein, Executive shall not be required to perform any act stated in her written notice of resignation as Good Reason for her resignation for the period beginning with the giving of such written notice and ending with the effective date of such the termination by Executive to any earlier date after receiving such notice of her employment. (and such acceleration shall not constitute c) To be considered a termination for Good Reason under Section 3.5(b), Executive’s separation from service must occur due to the existence of one or more of the following conditions arising without the consent of Executive: (1) Executive ceases to hold the positions and titles of Chief Financial Officer and Treasurer as contemplated by the Company without Cause for any purpose). For purposes Section 1.1 of this Agreement; (2) Executive’s authority or responsibility, as contemplated by Section 1.1 of this Agreement, “Good Reason” is materially diminished without his consent; (3) Executive’s Base Salary is materially reduced; (4) Any requirement is imposed for Executive to reside or travel outside of the Columbus, Ohio area, other than on travel reasonably required to carry out Executive’s obligations under this Agreement and consistent with past practice; or (5) The Company commits a material breach of this Agreement (other than breaches which may be covered by some other subsection of this Section 3.5(c)), which breach is not cured within thirty (30) days after written notice thereof is given by Executive. (d) A Change in Control shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of date on which any one of the following events without Executive’s consentoccurs: (i) any one person, or more than one person acting as a material diminution in Executive’s Base Salarygroup (as determined under Code Section 409A and the regulations promulgated thereunder), except for a proportional reduction pursuant to a acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 50% or more of the total voting power of the outstanding stock of the Company-wide reduction of all executive salaries due to economic conditions; or (ii) a material diminution in Executive’s authority, duties majority of members of the Board is replaced during any 12-month period by directors whose appointment or responsibilitieselection is not endorsed by a majority of the members of the Board before the date of such appointment or election; or (iii) any one person, or more than one person acting as a material change in group (as determined under Code Section 409A and the geographic location at which Executive provides services to regulations promulgated thereunder), acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the outstanding stock of the Company; or (iv) any other action one person, or inaction more than one person acting as a group (as determined under Code Section 409A and the regulations thereunder), acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that constitutes have a material breach total gross fair market value equal to or more than 80% of this Agreement by the total gross fair market value of all of the assets of the Company. In order for Executive to terminate Executive’s employment for For this purpose, “Good Reason,gross fair market value” Executive must first notify either means the value of the assets of the Company’s CEO , or the Company’s Chief Legal Officer in writing value of the specific act or omission constituting a “Good Reason” condition within a period not assets being disposed of, determined without regard to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Processany liabilities associated with such assets.”

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s his employment at any time hereunder for any reason, including but not limited to for Good Reason. A If Executive provides notice to the Company under Paragraph 1 that he does not wish to extend the Period of Employment, such action shall be deemed a voluntary termination by Executive other than for and one without Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)Reason. For purposes of this Agreement, “"Good Reason” " shall mean that Executive has complied with the “"Good Reason Process” " (hereinafter defined) following the occurrence of any of the following events without Executive’s consentevents: (iA) a material substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive's responsibilities, authorities, powers, functions or duties; (B) any removal, during the Period of Employment, from Executive of his title of Chief Financial Officer of the Parent; (C) an involuntary reduction in Executive’s 's Base Salary, Salary except for a proportional reduction pursuant to a Companyacross-wide reduction of the-board reductions similarly affecting all executive salaries due to economic conditionsor substantially all management employees; (iiD) a breach by the Company of any of its other material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of obligations under this Agreement by and the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing failure of the specific act or omission constituting a “Good Reason” condition Company to cure such breach within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after written notice thereof by Executive; or (E) the end involuntary relocation of the Cure PeriodCompany's offices at which Executive is principally employed or the involuntary relocation of the offices of Executive's primary workgroup to a location more than thirty (30) miles from such offices, or the requirement by the Company that Executive be based anywhere other than the Company's offices at such location on an extended basis, except for required travel on the Company's business to an extent substantially consistent with Executive's business travel obligations. "Good Reason Process" shall mean that (i) Executive reasonably determines in good faith that a "Good Reason" event has occurred; (ii) Executive notifies the Company in writing of the occurrence of the Good Reason event; (iii) Executive cooperates in good faith with the Company's efforts, for a period not less than ninety (90) days following such notice, to modify Executive's employment situation in a manner acceptable to Executive and Company; and (iv) notwithstanding such efforts, one or more of the Good Reason events continues to exist and has not been modified in a manner acceptable to Executive. If the Company cures the Good Reason condition event in a manner acceptable to Executive during the Cure Periodninety (90) day period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. During the Employment Period, Executive may terminate Executive’s his employment at any time with the Company and Holding for any reason, including but not limited to for "Good Reason". A "Good Reason" shall mean a termination of Executive's employment with Holding and the Company by Executive other than for Good Reason will be effective upon such date set forth during the Employment Period and within 30 days following (i) any assignment to Executive of any duties that are significantly different from, and result in a written notice to substantial diminution of, Executive's duties as of the Company; providedCommencement Date, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination ii) delivery by the Company without Cause for any purpose). For purposes of a Non-Extension Notice, (iii) the failure of Holding or the Company, whichever is applicable, to obtain the assumption of this AgreementAgreement by a Successor (as defined below) as contemplated by Section 13, “Good Reason” shall mean that (iv) the removal of Executive has complied with from, or the “Good Reason Process” failure to reelect or redesignate Executive to, the positions of President and Chief Executive Officer of Holding and the Company or the failure by Holding or the Company to use its reasonable best efforts to cause Executive to be nominated and elected to serve as a member of the Board or the Holding Board, (hereinafter definedv) a reduction in the rate of Executive's Base Salary or (vi) a material reduction in the aggregate level of employee benefits provided to Executive pursuant to Section 4(a) hereof, provided that, (x) within 30 days following the occurrence of any such event, Executive shall have delivered written notice to the Board of his intention to terminate his employment for Good Reason, which notice specifies in reasonable detail the following events without circumstances claimed to give rise to Executive’s consent: 's right to terminate his employment for Good Reason, and Holding or the Company, whichever is applicable, shall not have cured such circumstance to the reasonable satisfaction of Executive, (iy) the occurrence of any such event in connection with a material diminution termination of Executive's employment for Cause as provided in Executive’s Base Salary, except for a proportional reduction pursuant to a Company-wide reduction of all executive salaries Section 6(b) or due to economic conditions; (iiExecutive's death or Disability as provided in Section 6(a) a material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of this Agreement by the Company. In order for shall not constitute an event permitting Executive to terminate Executive’s his employment for “Good Reason,” Reason and (z) the events described in clauses (v) and (vi) shall constitute an event permitting Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing of the specific act or omission constituting a “Good Reason” condition within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s his employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The foregoing procedure only if such event occurs following a Change in this paragraph is referred to in this Agreement as the “Good Reason ProcessControl.”

Termination by Executive. (i) Executive may voluntarily terminate Executive’s his employment hereunder at any time for any reason, including but upon not limited to for Good Reason. A termination by Executive other less than for Good Reason will be effective upon such date set forth in a ninety (90) days’ prior written notice to the Company; provided, however, that any time during said 90-day period, the Company may accelerate request Executive to vacate his office and cease to perform employment services for or on behalf of the Company except those assigned by the Chief Executive Officer of the Company which are to be conducted from Executive’s home. If Executive so terminates his employment, then the Company shall pay to Executive his then current Base Salary, Benefits accrued, and any expenses for which Executive is entitled to be reimbursed, up to and including the effective date of such termination by termination. Executive shall not be entitled to any earlier date after receiving such other salary, bonus, benefits or other compensation as a result of termination pursuant to this Section 15(d). (ii) Executive may resign his employment hereunder upon written notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). of his “Resignation For Good Reason.” For purposes of this Agreement, Executive’s “Resignation For Good Reason” shall mean that Executive has complied means Executive’s termination of Executive’s employment with Company as a result of: (A) the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events Company materially reducing Executive’s Base Salary without Executive’s consent: (i) a material diminution in Executive’s Base Salary, except for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditions; (iiB) a material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a ’s material breach of this Agreement by Agreement; or (C) the Company. In order for Executive to terminate relocation of Executive’s principal place of employment for “Good Reason,” to any place that is more than 30 miles from Executive’s current principal place of employment, other than reasonable Company travel. Executive must first notify either provide the Company’s CEO or the Company’s Chief Legal Officer in writing of the specific act or omission constituting a “Good Reason” condition within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the Company written notice of which a potential Resignation For Good Reason within 90 days after the condition(s) justifying such resignation arise. Upon receiving such notice, the Company shall have thirty (30) 30 days to remedy cure the condition (the “Cure Period”)condition(s) justifying Executive’s Resignation For Good Reason. If the Company does such condition(s) are not remedy or otherwise correct the condition noticed cured within the thirty (30) day such period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Resignation For Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as effective on the “Good Reason Process31st day.”

Termination by Executive. Executive may terminate (i) Executive’s employment at any time for any reason, including but not limited may be terminated by Executive without Good Reason by delivering to the Company written notice of termination thirty (30) days prior to the desired date of termination. (ii) Executive’s employment may be terminated by Executive for Good Reason. A termination by Executive other than for Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose). For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s consentshall be deemed to constitute “Good Reason,” unless Executive agrees in writing that such event shall not constitute Good Reason: (i) a material diminution material, adverse change in the nature, scope or status of Executive’s Base Salaryposition, except for a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditionsauthorities or duties; (ii) a any material diminution reduction in Executive’s authority, duties aggregate compensation or responsibilitiesbenefits; (iii) a material change in the geographic location at which Executive provides services to the Companyrelocation of Executive’s principal place of employment of more than fifty (50) miles from Executive’s principal place of employment; or (iv) any other action acts or inaction omissions of the Company that constitutes directly or indirectly result in the intimidation, harassment or abuse of Executive with respect to Executive’s gender, race or sexual preference; or (v) a material breach of this Agreement by the Company. In order for Executive Notwithstanding any provision of this definition to terminate the contrary, prior to Executive’s termination of employment for “Good Reason,” , Executive must first notify either give the Company’s CEO or the Company’s Chief Legal Officer in writing Company written notice of the specific act or omission constituting a “Good Reason” existence of any condition set forth in clauses (i) through (v) immediately above within a period not to exceed sixty ninety (6090) days of the its initial existence or occurrence of the conditionexistence, upon the notice of which and the Company shall have thirty (30) days from the date of such notice in which to remedy cure the condition (the “Cure Period”)giving rise to Good Reason, if curable. If the Company does not remedy or otherwise correct the condition noticed within the thirty (If, during such 30) -day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures the condition giving rise to Good Reason Reason, then the condition during shall not constitute Good Reason. Further, notwithstanding any provision of this definition to the Cure Periodcontrary, in order to constitute a termination for Good Reason, such termination must occur within twelve (12) months of the initial existence of the applicable condition. For the sake of clarity, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Processinclude Executive’s death or Disability.”

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s her employment at any time hereunder for any reason, including but not limited to for Good Reason. A If Executive provides notice to the Company under Paragraph 1 that she does not wish to extend the Period of Employment, such action shall be deemed a voluntary termination by Executive other than for and one without Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)Reason. For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without events: (A) a substantial diminution or other substantial adverse change, not consented to by Executive (or caused by her disability as elsewhere provided herein), in the nature or scope of Executive’s consent: responsibilities, authorities, powers, functions, duties or reporting relationship; (iB) a material diminution any removal, during the Period of Employment, from Executive of her title of Chief Financial Officer; (C) an involuntary reduction in Executive’s Base Salary, Salary except for a proportional reduction pursuant to a Companyacross-wide reduction of the-board reductions similarly affecting all or substantially all executive salaries due to economic conditionsofficers; (iiD) a breach by the Company of any of its other material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of obligations under this Agreement by and the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing failure of the specific act or omission constituting a “Good Reason” condition Company to cure such breach within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after written notice thereof by Executive; (E) the end involuntary relocation of the Cure PeriodCompany’s offices at which Executive is principally employed on the Commencement Date or the involuntary relocation of the offices of Executive’s primary workgroup to a location more than 30 miles from such offices, or the requirement by the Company that Executive be based anywhere other than the Executives principal work location on the Commencement Date on an extended basis, except for required travel on the Company’s business; or (F) the failure of the Company to obtain the agreement from any successor to the Company to assume and agree to perform this Agreement as required by Paragraph 12 (each of which is hereinafter referred to as a “Good Reason event”). “Good Reason Process” shall mean that (i) Executive reasonably determines in good faith that a “Good Reason” event has occurred; (ii) Executive notifies the Company in writing of the occurrence of the Good Reason event by no later than sixty (60) days after the initial occurrence of the event or condition constituting Good Reason; (iii) Executive cooperates in good faith with the Company’s efforts, for a period not less than ninety (90) days following such notice, to modify Executive’s employment situation; and (iv) notwithstanding such efforts, one or more of the Good Reason events continues to exist and has not been modified in a manner acceptable to Executive. If the Company cures the Good Reason condition event during the Cure Periodninety (90) day period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”

Termination by Executive. At any time during the Period of Employment, Executive may terminate Executive’s his employment at any time hereunder for any reason, including but not limited to for Good Reason. A If Executive provides notice to the Company under Paragraph 1 that he does not wish to extend the Period of Employment, such action shall be deemed a voluntary termination by Executive other than for and one without Good Reason will be effective upon such date set forth in a written notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause for any purpose)Reason. For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without events: (A) a substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive’s consent: responsibilities, authorities, powers, functions or duties; (iB) a material diminution any removal, during the Period of Employment, from Executive of his title of President; (C) an involuntary reduction in Executive’s Base Salary, Salary except for a proportional reduction pursuant to a Companyacross-wide reduction of the-board reductions similarly affecting all executive salaries due to economic conditionsor substantially all management employees; (iiD) a breach by the Company of any of its other material diminution in Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) any other action or inaction that constitutes a material breach of obligations under this Agreement by and the Company. In order for Executive to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s CEO or the Company’s Chief Legal Officer in writing failure of the specific act or omission constituting a “Good Reason” condition Company to cure such breach within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the Company’s Chief Legal Officer within the following thirty (30) days after written notice thereof by Executive; (E) the end involuntary relocation of the Cure PeriodCompany’s offices at which Executive is principally employed or the involuntary relocation of the offices of Executive’s primary workgroup to a location more than 30 miles from such offices, or the requirement by the Company that Executive be based anywhere other than the Company’s offices at such location on an extended basis, except for required travel on the Company’s business to an extent substantially consistent with Executive’s business travel obligations; or (F) the failure of the Company to obtain the agreement from any successor to the Company to assume and agree to perform this Agreement as required by Paragraph 10 (each of which is hereinafter referred to as a “Good Reason event”). “Good Reason Process” shall mean that (i) Executive reasonably determines in good faith that a “Good Reason” event has occurred; (ii) Executive notifies the Company in writing of the occurrence of the Good Reason event; (iii) Executive cooperates in good faith with the Company’s efforts, for a period not less than ninety (90) days following such notice, to modify Executive’s employment situation in a manner acceptable to Executive and Company; and (iv) notwithstanding such efforts, one or more of the Good Reason events continues to exist and has not been modified in a manner acceptable to Executive. If the Company cures the Good Reason condition event in a manner acceptable to Executive during the Cure Periodninety (90) day period, Good Reason shall be deemed not to have occurred. The foregoing procedure in this paragraph is referred to in this Agreement as the “Good Reason Process.”