Common use of Termination by the Company Without Cause or by Executive for Good Reason Clause in Contracts

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (A) a material adverse change to Executive’s positions, titles, offices, or duties following the Effective Date from those set forth in Section 2, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement; or (C) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through (C) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts to Executive:

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment hereunder at any time time, without Cause, for any reason or no reason, and Executive may terminate Executive’s his employment hereunder for “Good Reason.” (as defined below) if the Company has failed to cure the event or condition constituting Good Reason within thirty days after Executive gives written notice to the Company setting forth in reasonable detail the facts and circumstances allegedly constituting Good Reason and specifically referencing this Section 5(e). For purposes of this Agreement Agreement, “Good Reason” shall mean that, that without Executive’s prior written consent, any of the following shall have occurredoccurred within ninety days prior to the delivery of such notice: (Ai) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties following the Effective Date from those set forth as provided in Section 23, except, in such case, in connection with the termination of Executive’s employment for Cause Cause, Total Disability or due to Total Disability, death or expiration of the Termdeath; (Bii) an assignment of any significant duties to Executive which are inconsistent with Executive’s positions or offices held under Section 3; (iii) a material decrease in base salary Base Salary or material decrease in Executive’s Incentive Compensation opportunity incentive compensation opportunities provided under this Agreement; or and (Civ) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through (C) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term)Reason, the Company shall pay or provide the following amounts amounts, and make the following other benefits available, to Executive:

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (Ai) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties following the Effective Date from those set forth as provided in Section 22 hereof, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (Bii) an assignment of any significant duties to Executive which are materially inconsistent with Executive’s positions or offices held under Section 2 hereof; (iii) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity incentive compensation opportunities provided under this Agreement; or (Civ) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (Ai) through (Civ) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive he has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good ReasonCompany. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) hereof or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts amounts, and make the following other benefits available, to Executive:.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (A) a material adverse change to Executive’s positions, titles, offices, or duties following the Effective Date from those set forth in Section 2, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement; or (C) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through (C) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive he has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts amounts, and make the following other benefits available, to Executive:.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (A) a material adverse change to Executive’s positions, titles, offices, or duties following the Effective Date from those set forth in Section 2, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; provided, however, that a Good Reason event shall not be deemed to have occurred if, the Company ceases to be a publicly-traded company, based on Executive’s duties changing from those of a public company chief executive officer to those of a private company chief executive officer; (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement; (C) a requirement that on a continuing basis Executive reports to anyone other than the Board; provided that Executive may be required to report to the Board through the chairman or another Board member who is not a former executive officer of the Company; and, provided, further, that in the event that the Company ceases to be a publicly-traded company, in addition to reporting to the Board, Executive may also be required to report to a senior executive of the controlling company; or (CD) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through (CD) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive he has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration a notice of non-renewal of the TermTerm by the Executive pursuant to Section 1), the Company shall pay or provide the following amounts amounts, and make the following other benefits available, to Executive:.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (A) a material adverse change to Executive’s positions, titles, offices, or duties following the Effective Date from those set forth in Section 2, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement; (C) a requirement that on a continuing basis Executive reports to anyone other than the Board; or (CD) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through (CD) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive he has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration a notice of non- renewal of the TermTerm by the Executive pursuant to Section 1), the Company shall pay or provide the following amounts amounts, and make the following other benefits available, to Executive:.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (A) a material adverse change to Executive’s positions, titles, offices, or duties following the Effective Date duties, from those set forth in Section 2, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement; or (C) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through (C) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one ninety (190) year days following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration non-renewal of the Term), the Company shall pay or provide the following amounts to Executive:

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (A) a material adverse change to Executive’s positions, titles, offices, or duties following the Effective Date from those set forth in Section 2, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement; or (C) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; or (D) the Company requiring Executive to be based anywhere other than within fifty (50) miles of Executive’s job location as of the Effective Date, except for reasonably required travel on the Company’s business; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through (CD) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts to Executive:

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (A) a material adverse change to Executive’s positions, titles, offices, or duties following the Effective Date from those set forth in Section 2, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement;; or (CB) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through or (CB) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts to Executive:

Termination by the Company Without Cause or by Executive for Good Reason. (i) The Company may terminate Executive’s employment at hereunder without Cause if such termination is approved by the Board of Directors. Any termination by the Company of Executive’s employment hereunder which does not (A) constitute a termination for Cause under Subparagraph (d)(i), (B) result from the death or disability of Executive under Subparagraph (b) or (c), or (C) result from the expiration of the Initial Term or any time extended Term shall be deemed a termination without Cause, for any reason or no reason, and . (ii) Executive may terminate Executive’s his employment hereunder for “Good Reason.” For purposes of this Agreement . “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurredmean: (A) a material adverse change change, not consented to by Executive, in the nature or scope of Executive’s positionsresponsibilities, titlesauthorities, officespowers, functions, or duties following the Effective Date from those set forth in Section 2, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Termunder this Agreement; (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement; or (C) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any of its material provision of, this Agreementobligations hereunder; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through or (C) of this Section 4(ea material change in the geographic location at which Executive must perform his services. To constitute a Good Reason termination, Executive (1) shall not be considered effective unless Executive shall have provided must provide written notice to the Company with written notice of the specific reasons for such termination within thirty ninety (3090) days after Executive has of Executive’s initial actual knowledge of the existence of the event or circumstance constituting Good Reason and Reason, (2) may not terminate his employment pursuant to this Subparagraph unless the Company shall have failed fails to cure remedy the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been deemed given pursuant to this Agreement (the “Cure Period”), and (3) Executive must terminate employment with the Company and Executive actually terminates his employment within one no later than thirty (130) year following days after the initial occurrence end of the event giving rise Cure Period, and only if the Company has failed to Good Reason. In remedy the event that Executive’s employment is terminated by the Company without Cause or by Executive for constituting Good Reason (and not, for within the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts to Executive:Cure Period.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment hereunder at any time time, without Cause, for any reason or no reason, and Executive may terminate Executive’s his employment hereunder for “Good Reason.” For purposes of this Agreement Agreement, “Good Reason” shall mean that, that without Executive’s prior written consent, any of the following shall have occurred: (Ai) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties following the Effective Date from those set forth as provided in Section 23, except, in such case, in connection with the termination of Executive’s employment for Cause Cause, Total Disability or due to Total Disability, death or expiration of the Termdeath; (Bii) an assignment of any significant duties to Executive which are inconsistent with Executive’s positions or offices held under Section 3; (iii) a material decrease in base salary Base Salary or material decrease in Executive’s Incentive Compensation opportunity incentive compensation opportunities provided under this Agreement; or and (Civ) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (Ai) through – (Civ) of this Section 4(e5(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive he has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good ReasonCompany. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term)Reason, the Company shall pay or provide the following amounts amounts, and make the following other benefits available, to Executive:

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment hereunder at any time time, without Cause, for any reason or no reason, and Executive may terminate Executive’s his employment hereunder for “Good Reason.” For purposes of this Agreement Agreement, “Good Reason” shall mean that, that without Executive’s prior written consent, any of the following shall have occurred: (Ai) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties following the Effective Date from those set forth as provided in Section 23, except, in such case, in connection with the termination of Executive’s employment for Cause Cause, Total Disability or due to Total Disability, death or expiration of the Termdeath; (Bii) an assignment of significant duties to Executive which are inconsistent with Executive’s positions or offices held under Section 3; (iii) a material decrease in base salary Base Salary or material decrease in Executive’s Incentive Compensation opportunity incentive compensation opportunities provided under this Agreement; or and (Civ) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (Ai) through — (Civ) of this Section 4(e5(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive he has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good ReasonCompany. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term)Reason, the Company shall pay or provide the following amounts amounts, and make the following other benefits available, to Executive:

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (A) a material adverse change to Executive’s positions, titles, offices, or duties following the Effective Date from those set forth in Section 2, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; provided, however, that a Good Reason event shall not be deemed to have occurred, if the Company ceases to be a publicly-traded company, based on Executive’s duties changing from those of a public company chief operating officer to those of a private company chief operating officer; (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement; (C) a requirement that on a continuing basis Executive reports to anyone other than the President & Chief Executive Officer; or (CD) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through (CD) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive she has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his her employment within one (1) year following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration a notice of non-renewal of the TermTerm by the Executive pursuant to Section 1), the Company shall pay or provide the following amounts amounts, and make the following other benefits available, to Executive:.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (A) a material adverse change to Executive’s positions, titles, offices, or duties following the Effective Date from those set forth in Section 2, except(which, in such each case, shall not include any material adverse change in connection with (i) the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; or (ii) a change in Executive’s primary work location); (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement; or (C) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through (C) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts to Executive:

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment at any time for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (Ai) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties following the Effective Date from those set forth as provided in Section 22 hereof, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (Bii) an assignment of any significant duties to Executive which are materially inconsistent with Executive’s positions or offices held under Section 2 hereof; (iii) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity incentive compensation opportunities provided under this Agreement; or (Civ) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; or (v), the Company moves the Executive’s place of assignment (office) more than fifty (50) miles from its immediately preceding location, provided, however, that a termination by Executive for Good Reason under any of clauses (Ai) through (Cv) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive has knowledge the occurence of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following such termination for Good Reason shall be effective no later than thirty days after the initial occurrence expiration of the event giving rise to Good ReasonCompany’s cure period. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) hereof or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts amounts, and make the following other benefits available, to Executive:.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (Ai) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties following the Effective Date from those set forth as provided in Section 2, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (Bii) an assignment of any significant duties to Executive which are materially inconsistent with Executive’s positions or offices held under Section 2 and adverse to Executive; (iii) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity incentive compensation opportunities provided under this Agreement; or (Civ) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (Ai) through (Civ) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive he has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good ReasonCompany. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts amounts, and make the following other benefits available, to Executive:.

Termination by the Company Without Cause or by Executive for Good Reason. (i) The Company may terminate Executive’s employment at any time hereunder without Cause if such termination is approved by the Board of Directors. Any termination by the Company of Executive’s employment hereunder which does not (A) constitute a termination for Cause under Subparagraph (d)(i), (B) result from the death or disability of Executive under Subparagraph (b) or (c), or (C) result from the expiration of the Term shall be deemed a termination without Cause. For the avoidance of doubt, for any reason or no reason, and employment may continue beyond the expiration of the Term on an at-will basis in the absence of a new agreement. (ii) Executive may terminate Executive’s his employment hereunder for “Good Reason.” For purposes of this Agreement . “Good Reason” shall mean that, without Executive’s prior written consent, the occurrence of any of the following shall have occurredwithout Executive’s written consent: (A) a material adverse change to change, in the nature or scope of Executive’s positionsresponsibilities, titlesauthorities, officespowers, functions, or duties following under this Agreement (which for the Effective Date from those set forth avoidance of doubt shall be deemed to occur in Section 2the event that the Company ceases to be a standalone public company, except, in such case, in connection with the termination whether through becoming a subsidiary of Executive’s employment for Cause a publicly held company or due to Total Disability, death or expiration of the Termbecoming a privately held company); (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement; or (C) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any of its material provision of, this Agreementobligations hereunder; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through or (C) of this Section 4(ea material change in the geographic location at which Executive must perform his services. To constitute a Good Reason termination, Executive (1) shall not be considered effective unless Executive shall have provided must provide written notice to the Company with written notice of the specific reasons for such termination within thirty ninety (3090) days after Executive has of Executive’s initial actual knowledge of the existence of the event or circumstance constituting Good Reason and Reason, (2) may not terminate his employment pursuant to this Subparagraph unless the Company shall have failed fails to cure remedy the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been deemed given pursuant to this Agreement (the “Cure Period”), and (3) Executive must terminate employment with the Company and Executive actually terminates his employment within one no later than thirty (130) year following days after the initial occurrence end of the event giving rise Cure Period, and only if the Company has failed to Good Reason. In remedy the event that Executive’s employment is terminated by the Company without Cause or by Executive for constituting Good Reason (and not, for within the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts to Executive:Cure Period.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (A) a material adverse change to Executive’s positions, titles, offices, or duties following the Effective Date from those set forth in Section 2, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement; or (C) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through (C) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive he has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration a notice of non- renewal of the TermTerm by the Executive pursuant to Section 1), the Company shall pay or provide the following amounts amounts, and make the following other benefits available, to Executive:.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (A) a material adverse change to Executive’s positions, titles, offices, or duties following the Effective Date duties, from those set forth in Section 2, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement; (C) Executive is required to work full time at any place of employment that is more than twenty (20) miles from Executive’s residence; provided that Executive acknowledges that the travel to Las Vegas and other business travel referenced in Section 2 does not constitute Good Reason; or (CD) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through (CD) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his her employment within one (1) year following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration non-renewal of the Term), the Company shall pay or provide the following amounts to Executive:

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (A) a material adverse change to Executive’s positions, titles, offices, or duties following the Effective Date from those set forth in Section 2, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement; or (C) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through (C) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration non-renewal of the Term), the Company shall pay or provide the following amounts to Executive:

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (A) a material adverse change to Executive’s positions, titles, offices, or duties following the Effective Employment Start Date from those set forth in Section 2, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement; or (C) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through (C) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts to Executive:

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (A) a material adverse change to Executive’s positions, titles, offices, or duties following the Effective Date from those set forth in Section 2, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement; or (CB) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through or (CB) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts to Executive:

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment hereunder at any time time, without Cause, for any reason or no reason, and Executive may terminate Executive’s her employment hereunder for “Good Reason.” (as defined below) if the Company has failed to cure the event or condition constituting Good Reason within thirty days after Executive gives written notice to the Company setting forth in reasonable detail the facts and circumstances allegedly constituting Good Reason and specifically referencing this Section 5(e). For purposes of this Agreement Agreement, “Good Reason” shall mean that, that without Executive’s prior written consent, any of the following shall have occurredoccurred within ninety days prior to the delivery of such notice: (Ai) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties following the Effective Date from those set forth as provided in Section 23, except, in such case, in connection with the termination of Executive’s employment for Cause Cause, Total Disability or due to Total Disability, death or expiration of the Termdeath; (Bii) an assignment of any significant duties to Executive which are inconsistent with Executive’s positions or offices held under Section 3; (iii) a material decrease in base salary Base Salary or material decrease in Executive’s Incentive Compensation opportunity incentive compensation opportunities provided under this Agreement; or and (Civ) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through (C) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term)Reason, the Company shall pay or provide the following amounts amounts, and make the following other benefits available, to Executive:

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment at any time for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (Ai) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties following the Effective Date from those set forth as provided in Section 22 hereof, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (Bii) an assignment of any significant duties to Executive which are materially inconsistent with Executive’s positions or offices held under Section 2 hereof; (iii) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity incentive compensation opportunities provided under this Agreement; or (Civ) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; or (v), the Company moves the Executive’s place of assignment (office) more than fifty (50) miles from its immediately preceding location, provided, however, that a termination by Executive for Good Reason under any of clauses (Ai) through (Cv) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive he has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good ReasonCompany. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) hereof or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts amounts, and make the following other benefits available, to Executive:.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (Ai) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties following the Effective Date from those set forth as provided in Section 22 hereof, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (Bii) an assignment of any significant duties to Executive which are materially inconsistent with Executive’s positions or offices held under Section 2 hereof; (iii) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity incentive compensation opportunities provided under this Agreement; or (Civ) change the location of Executive’s office from the existing location in Alpharetta, Georgia to a place not within forty (40) miles of the existing location in Alpharetta, Georgia; (v) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (Ai) through (Cv) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive he has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good ReasonCompany. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) hereof or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts amounts, and make the following other benefits available, to Executive:.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (Ai) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties following the Effective Date from those set forth as provided in Section 22 hereof, except, in such case, in connection with the termination of Executive’s employment for Cause Cause, Total Disability or due to Total Disability, death or expiration of the Termdeath; (Bii) an assignment of any significant duties to Executive which are materially inconsistent with Executive’s positions or offices held under Section 2 hereof; (iii) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity incentive compensation opportunities provided under this Agreement; iv) change the location of Executive’s office or of the Company’s principal executive offices from the existing location in New York, NY to a place not within forty (C40) miles of the existing location in New York, NY, or change the location of Executive’s office to a location other than the location of the Company’s principal executive office; v) failure to appoint Executive to the position of CFO on or before January 1, 2010; and (vi) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (Ai) through — (Civ) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive he has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good ReasonCompany. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Termhereof), the Company shall pay or provide the following amounts amounts, and make the following other benefits available, to Executive:.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (A) a material adverse change to Executive’s positions, titles, offices, or duties following the Effective Employment Start Date from those set forth in Section 2, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement; or (C) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through (C) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one ninety (190) year days following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts to Executive:

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (Ai) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties following the Effective Date from those set forth as provided in Section 22 hereof, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (Bii) an assignment of any significant duties to Executive which are materially inconsistent with Executive’s positions or offices held under Section 2 hereof; (iii) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity incentive compensation opportunities provided under this Agreement; (iv) change the location of Executive’s office or of the Company’s principal executive offices from the existing location in New York, NY to a place not within thirty (C30) miles of the existing location in New York, NY, or change the location of Executive’s office to a location other than the location of the Company’s principal executive office; and (v) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (Ai) through — (Cv) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive he has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good ReasonCompany. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) ), or (d) hereof or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts amounts, and make the following other benefits available, to Executive:. Initial

Termination by the Company Without Cause or by Executive for Good Reason. (i) The Company may terminate Executive’s employment at any time hereunder without Cause if such termination is approved by the Board of Directors. Any termination by the Company of Executive’s employment hereunder which does not (A) constitute a termination for Cause under Subparagraph (d)(i), (B) result from the death or disability of Executive under Subparagraph (b) or (c), or (C) result from the expiration of the Term on June 30, 2023 shall be deemed a termination without Cause, for any reason or no reason, and . (ii) Executive may terminate Executive’s his employment hereunder for “Good Reason.” For purposes of this Agreement . “Good Reason” shall mean that, without Executive’s prior written consent, the occurrence of any of the following shall have occurredwithout Executive’s written consent: (A) a material adverse change to change, in the nature or scope of Executive’s positionsresponsibilities, titlesauthorities, officespowers, functions, or duties following under this Agreement (which for the Effective Date from those set forth avoidance of doubt shall be deemed to occur in Section 2the event that the Company ceases to be a standalone public company, except, in such case, in connection with the termination whether through becoming a subsidiary of Executive’s employment for Cause a publicly held company or due to Total Disability, death or expiration of the Termbecoming a privately held company); (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement; or (C) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any of its material provision of, this Agreementobligations hereunder; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through or (C) of this Section 4(ea material change in the geographic location at which Executive must perform his services. To constitute a Good Reason termination, Executive (1) shall not be considered effective unless Executive shall have provided must provide written notice to the Company with written notice of the specific reasons for such termination within thirty ninety (3090) days after Executive has of Executive’s initial actual knowledge of the existence of the event or circumstance constituting Good Reason and Reason, (2) may not terminate his employment pursuant to this Subparagraph unless the Company shall have failed fails to cure remedy the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been deemed given pursuant to this Agreement (the “Cure Period”), and (3) Executive must terminate employment with the Company and Executive actually terminates his employment within one no later than thirty (130) year following days after the initial occurrence end of the event giving rise Cure Period, and only if the Company has failed to Good Reason. In remedy the event that Executive’s employment is terminated by the Company without Cause or by Executive for constituting Good Reason (and not, for within the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts to Executive:Cure Period.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time time, without Cause, for any reason or no reason, and Executive may terminate Executive’s his employment hereunder for “Good Reason.” (as defined below). For purposes of this Agreement Agreement, “Good Reason” shall mean that, that without Executive’s prior written consent, any of the following shall have occurred: , within 60 days after Executive first had actual knowledge of the most recent conduct or event comprising an element of the alleged ground for termination for Good Reason (it not being necessary that all elements comprising the alleged ground for termination for Good Reason have occurred within such 60-day period): (I) a material change (A) a material that is adverse change to Executive, in Executive’s positions, titles, offices, or duties following the Effective Date from those set forth as provided in Section 2, except, in such case, in connection with the termination of Executive’s employment for Cause Cause, Total Disability or due to Total Disabilitydeath, death or expiration of the Term; (B) represented by any of the following: (w) the failure to promote Executive to the position of Chief Executive Officer of the Company by January 1, 2009, (x) the failure to re-elect Executive as a material member of the Board of Directors, (y) the failure to appoint Executive to, or the removal of Executive from, the position of either Chairman or Vice Chairman of the Board of Directors, or (z) a change in Executive’s reporting arrangement so that he no longer reports solely and directly to the Board of Directors; (II) an assignment of any significant duties to Executive which are materially inconsistent with Executive’s positions or offices held under Section 2; (III) a decrease in base salary Base Salary or material decrease in Executive’s Incentive Compensation opportunity compensation opportunities or in the aggregate benefits provided under this Agreement; or (CIV) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; (V) a relocation of the principal executive offices of the Company more than thirty-five (35) miles from their existing location in New York, NY, or a change in the location of Executive’s office to a location other than the Company’s principal executive offices; or (VI) any failure to secure the agreement of any successor corporation or other entity to the Company to fully assume the Company’s obligations under this Agreement in a form reasonably acceptable to Executive; provided, however, that a termination by Executive for Good Reason under any of clauses (AI) through — (CVI) of this Section 4(e) shall not be considered effective unless only if, within 30 days following delivery of a written notice by Executive shall have provided to the Company with written notice of the specific reasons that Executive is terminating his employment for such termination within thirty (30) days after Executive has knowledge of the event or circumstance constituting Good Reason and setting forth in reasonable detail the facts and circumstances allegedly constituting Good Reason, the Company shall have has failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event circumstances giving rise to Good Reason. In the event that Executive’s employment is terminated (A) by the Company without Cause or (B) by Executive for Good Reason (as to (A) and (B), including, without limitation, a deemed termination by the Company without Cause or by Executive for Good Reason (and not, for pursuant to the avoidance of doubt, in delivery by the event Company of a Nonrenewal Notice in accordance with Section 2; and as to (A), including, without limitation, a deemed termination by the Company without Cause due to a Failed Termination for Cause pursuant to Section 4(a4(c), (b), (c) or (d) or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts amounts, and make the following other benefits available, to Executive:Executive (such payments and benefits, the “Section 4(e) Payments and Benefits”):

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (A) a material adverse change to Executive’s positions, titles, offices, or duties following the Effective Date from those set forth in Section 2, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement; or (C) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through (C) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his her employment within one (1) year following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts to Executive: