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: (i) a material change, adverse to Executive, in Executive’s positions, titles, offices, or duties as provided in Section 2 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; (ii) 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 opportunities provided under this Agreement; or (iv) 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 (i) through (iv) 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 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. 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 the expiration of the Term), the Company shall pay the following amounts, and make the following other benefits available, to Executive.

Termination by the Company Without Cause or by Executive for Good Reason. The If Executive's employment is terminated by (i) the Company may terminate Executive’s employment at any time without Cause, or (ii) by Executive for any reason or no reason"Good Reason," Executive will be entitled to receive (A) his Accrued Obligations, (B) a cash severance payment equal to fifty percent (50%) of Executive's Annual Base Salary, payable in regular installments in accordance with the Company's general payroll practices (in effect from time to time) beginning on the first pay date following the date of termination and ending on the sixth monthly anniversary date of the first pay date, (C) addition of the cost of Company-provided health insurance to each severance payment made in accordance with Section 4(e)(B) above, and (D) the bonus described in Section 3(a)(ii) above for the calendar year in which such termination occurs if Executive may terminate Executive’s would have otherwise been entitled to receive such bonus had his employment for “Good Reason.” For purposes not been terminated (provided that if the date of this Agreement “Good Reason” shall mean that, without Executive’s such termination occurs prior written consent, any to the last day of the following calendar year in respect of which such bonus is awarded, then such bonus will be prorated upon the number of days elapsed prior to Executive's date of termination). Any such bonus amount payable under this Section 4(e) will be payable at such time as such amount would have been payable had Executive's employment not been terminated. In addition to the foregoing, the Company shall have occurred: (i) a material change, adverse provide to Executive, in Executive’s positions, titles, offices, or duties as provided in Section 2 hereof, except, in such case, in connection for a period of up to six (6) months following the date of termination of employment with the termination Company, outplacement services, including, but not limited to: instruction and counseling to assess and develop job goals and interviewing, networking and negotiating skills; assistance with resume preparation and initiation of Executive’s employment for Cause or due to Total Disabilitya job search; secretarial support, death or expiration and the use of private offices at the Term; (ii) an assignment of any significant duties to outplacement firm's premises. 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 opportunities provided under this Agreement; or (iv) any other material failure by and the Company to perform any material obligation undershall agree upon the outplacement services provider, or material breach by and the Company aggregate cost of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason such services under any of clauses (i) through (iv) 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 exceed Seventy Five Hundred Dollars (30) days after he has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or $7,500). As a condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company. In 's obligations to make 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, payments described in the event of a termination pursuant to this Section 4(a), (b), (c) or (d) hereof or due to the expiration of the Term4(e), the Company shall and Executive will execute and deliver within 30 days after the date of termination of employment a general mutual release in the form reasonably required by the Company. Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to pay the following amountsany amounts payable under this Section 4(e) during such times as Executive is in breach of Sections 5, and make the following other benefits available6, to Executiveor 7 hereof.

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: (iA) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties as provided following the Effective Date from those set forth in Section 2 hereof2, 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; (ii) an assignment of any significant duties provided, however, that a Good Reason event shall not be deemed to Executive which are materially inconsistent with have occurred if, the Company ceases to be a publicly-traded company, based on Executive’s positions or offices held under Section 2 hereofduties changing from those of a public company chief executive officer to those of a private company chief executive officer; (iiiB) a material decrease in base salary or material decrease in Executive’s incentive compensation opportunities 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 (ivD) 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 (iA) through (ivD) 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 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 CompanyCompany 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) hereof or due to the expiration a notice of non-renewal of the TermTerm by the Executive pursuant to Section 1), the Company shall pay the following 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: (iA) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties as provided following the Effective Date from those set forth in Section 2 hereof2, 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; (ii) an assignment of any significant duties to Executive which are materially inconsistent with Executive’s positions or offices held under Section 2 hereof; (iiiB) a material decrease in base salary or material decrease in Executive’s incentive compensation opportunities Incentive Compensation opportunity provided under this Agreement; or (ivC) 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 (iA) through (ivC) 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 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 CompanyCompany 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) hereof or due to or upon the expiration of the Term), the Company shall pay the following 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: (iA) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties as provided duties, from those set forth in Section 2 hereof2, 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; (ii) an assignment of any significant duties to Executive which are materially inconsistent with Executive’s positions or offices held under Section 2 hereof; (iiiB) a material decrease in base salary or material decrease in Executive’s incentive compensation opportunities Incentive Compensation opportunity provided under this Agreement; or (ivC) 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 (iA) through (ivC) 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 he 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 CompanyCompany and Executive actually terminates his employment within ninety (90) 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) hereof or due to the expiration or non-renewal of the Term), the Company shall pay or provide the following amounts, and make the following other benefits available, 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: (iA) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties as provided following the Effective Date from those set forth in Section 2 hereof2, 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; (ii) an assignment of any significant duties to Executive which are materially inconsistent with Executive’s positions or offices held under Section 2 hereof; (iiiB) a material decrease in base salary or material decrease in Executive’s incentive compensation opportunities Incentive Compensation opportunity provided under this Agreement; (C) a requirement that on a continuing basis Executive reports to anyone other than the Board; or (ivD) 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 (iA) through (ivD) 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 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 CompanyCompany 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) hereof or due to the expiration a notice of non- renewal of the TermTerm by the Executive pursuant to Section 1), the Company shall pay the following 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: (i) a material change, adverse to Executive, in Executive’s positions, titles, offices, or duties as provided in Section 2 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; (ii) 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 opportunities provided under this Agreement; or (iv) 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 (i) through (ivv) 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 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. 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 the expiration of the Term), the Company shall pay the following 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: (i) a material change, adverse to Executive, in Executive’s positions, titles, offices, or duties as provided in Section 2 hereof2, 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; (ii) an assignment of any significant duties to Executive which are materially inconsistent with Executive’s positions or offices held under Section 2 hereofand adverse to Executive; (iii) a material decrease in base salary or material decrease in Executive’s incentive compensation opportunities provided under this Agreement; or (iv) 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 (i) through (iv) 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 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. 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 the following 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: (iA) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties as provided following the Employment Start Date from those set forth in Section 2 hereof2, 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; (ii) an assignment of any significant duties to Executive which are materially inconsistent with Executive’s positions or offices held under Section 2 hereof; (iiiB) a material decrease in base salary or material decrease in Executive’s incentive compensation opportunities Incentive Compensation opportunity provided under this Agreement; or (ivC) 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 (iA) through (ivC) 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 he 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 CompanyCompany 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) hereof or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts, and make the following other benefits available, 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: (i) a material change, adverse to Executive, in Executive’s positions, titles, offices, or duties as provided in Section 2 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; (ii) 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 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 (iv40) 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 (i) through — (iv) 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 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. 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 the expiration of the Termhereof), the Company shall pay the following 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: (i) a material change, adverse to Executive, in Executive’s positions, titles, offices, or duties as provided in Section 2 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; (ii) 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 opportunities provided under this Agreement; or (iv) 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 (i) through (ivv) 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 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. 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 the expiration of the Term), the Company shall pay the following 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: (iA) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties as provided following the Effective Date from those set forth in Section 2 hereof2, 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; (ii) an assignment of any significant duties to Executive which are materially inconsistent with Executive’s positions or offices held under Section 2 hereof; (iiiB) a material decrease in base salary or material decrease in Executive’s incentive compensation opportunities Incentive Compensation opportunity provided under this Agreement; or (ivC) 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 (iA) through (ivD) 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 he 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 CompanyCompany 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) hereof or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts, and make the following other benefits available, 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: (iA) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties as provided following the Employment Start Date from those set forth in Section 2 hereof2, 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; (ii) an assignment of any significant duties to Executive which are materially inconsistent with Executive’s positions or offices held under Section 2 hereof; (iiiB) a material decrease in base salary or material decrease in Executive’s incentive compensation opportunities Incentive Compensation opportunity provided under this Agreement; or (ivC) 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 (iA) through (ivC) 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 he 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 CompanyCompany and Executive actually terminates his employment within ninety (90) 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) hereof or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts, and make the following other benefits available, 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: (iA) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties as provided following the Effective Date from those set forth in Section 2 hereof2, 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; (ii) an assignment of any significant duties provided, however, that a Good Reason event shall not be deemed to Executive which are materially inconsistent with have occurred, if the Company ceases to be a publicly-traded company, based on Executive’s positions or offices held under Section 2 hereofduties changing from those of a public company chief operating officer to those of a private company chief operating officer; (iiiB) a material decrease in base salary or material decrease in Executive’s incentive compensation opportunities 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 (ivD) 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 (iA) through (ivD) 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 he 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 CompanyCompany and Executive actually terminates 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) hereof or due to the expiration a notice of non-renewal of the TermTerm by the Executive pursuant to Section 1), the Company shall pay the following 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: (iA) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties as provided following the Effective Date from those set forth in Section 2 hereof2, 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) an assignment of any significant duties to Executive which are materially inconsistent with a change in Executive’s positions or offices held under Section 2 hereofprimary work location); (iiiB) a material decrease in base salary or material decrease in Executive’s incentive compensation opportunities Incentive Compensation opportunity provided under this Agreement; or (ivC) 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 (iA) through (ivC) 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 he 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 CompanyCompany 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) hereof or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts, and make the following other benefits available, 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: (i) a material change, adverse to Executive, in Executive’s positions, titles, offices, or duties as provided in Section 2 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; (ii) 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 opportunities provided under this Agreement; or (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 (30) 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 (i) through — (ivv) 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 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. 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 the expiration of the Term), the Company shall pay the following amounts, and make the following other benefits available, to Executive.. Initial

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: (iA) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties as provided following the Effective Date from those set forth in Section 2 hereof2, 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; (ii) an assignment of any significant duties to Executive which are materially inconsistent with Executive’s positions or offices held under Section 2 hereof; (iiiB) a material decrease in base salary or material decrease in Executive’s incentive compensation opportunities provided under this Agreement; or (ivC) 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 (iA) through (ivC) 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 he 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 CompanyCompany 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) hereof or due to the expiration or non-renewal of the Term), the Company shall pay or provide the following amounts, and make the following other benefits available, 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: (iA) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties as provided following the Effective Date from those set forth in Section 2 hereof2, 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; (ii) an assignment of any significant duties to Executive which are materially inconsistent with Executive’s positions or offices held under Section 2 hereof; (iiiB) a material decrease in base salary or material decrease in Executive’s incentive compensation opportunities Incentive Compensation opportunity provided under this Agreement; or (ivC) 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 (iA) through (ivC) 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 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 CompanyCompany 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) hereof or due to the expiration a notice of non- renewal of the TermTerm by the Executive pursuant to Section 1), the Company shall pay the following 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: (iA) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties as provided duties, from those set forth in Section 2 hereof2, 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; (ii) an assignment of any significant duties to Executive which are materially inconsistent with Executive’s positions or offices held under Section 2 hereof; (iiiB) a material decrease in base salary or material decrease in Executive’s incentive compensation opportunities 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 (ivD) 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 (iA) through (ivD) 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 he 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 CompanyCompany and Executive actually terminates 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) hereof or due to the expiration or non-renewal of the Term), the Company shall pay or provide the following amounts, and make the following other benefits available, 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 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 (iit 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, change (A) that is adverse to Executive, in Executive’s positions, titles, offices, or duties as provided in Section 2 hereof2, 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 (B) represented by any of the Termfollowing: (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 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; (iiII) an assignment of any significant duties to Executive which are materially inconsistent with Executive’s positions or offices held under Section 2 hereof2; (iiiIII) a material decrease in base salary Base Salary or material decrease in Executive’s incentive compensation opportunities or in the aggregate benefits provided under this Agreement; or (ivIV) 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 (iI) through — (ivVI) 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 he 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 circumstances giving rise to Good Reason within thirty (30) days after such notice has been given to the CompanyReason. 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) hereof or due to the expiration of the Term), the Company shall pay the following 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 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: (i) a material change, adverse to Executive, in Executive’s positions, titles, offices, or duties as provided in Section 2 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; (ii) 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 opportunities provided under this Agreement; or (iv) 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 (i) through (ivv) 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 he 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 such termination for Good Reason shall be effective no later than thirty days after the expiration of the Company’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 the expiration of the Term), the Company shall pay the following 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: (iA) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties as provided following the Effective Date from those set forth in Section 2 hereof2, 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; (ii) an assignment of any significant duties to Executive which are materially inconsistent with Executive’s positions or offices held under Section 2 hereof; (iiiB) a material decrease in base salary or material decrease in Executive’s incentive compensation opportunities Incentive Compensation opportunity provided under this Agreement; or (ivC) 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 (iA) through (ivC) 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 he 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 CompanyCompany and Executive actually terminates 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) hereof or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts, and make the following other benefits available, amounts to Executive.: