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

Termination by the Company without Cause or Resignation by Executive for Good Reason. The Company may terminate the Executive’s employment at any time without Cause, on providing thirty (30) days’ written notice to the Executive, or by electing not to renew the Term after the expiration of the Initial Term or any subsequent Renewal Term, as applicable. Executive may elect not to renew the Term after the expiration of the Initial Term or any subsequent Renewal Term for “Good Reason” or terminate this Agreement at any time for “Good Reason”. For purposes of this paragraph, Good Reason shall mean: 6.4.1 Any removal of the Executive from or failure to re-elect the Executive as Chief Financial Officer without his consent, except in connection with termination of the Executive pursuant to Section 6.1 or 6.2 hereof; 6.4.2 A reduction in the Executive’s compensation, or any other material failure of the Company to comply with Section 5 (Compensation) hereof; 6.4.3 The assignment to the Executive of duties materially different than the duties assigned to the Executive hereunder or a material diminution in the Executive’s title, status, seniority, reporting relationship, responsibilities or authority; 6.4.4 Any change in the situs of the Company’s principal offices and facility of requiring the Executive to travel more than 50 miles each way more than two times per week; 6.4.5 Other material breach of this Agreement by the Company; or 6.4.6 Change in Control of the Company. As used herein, a “Change in Control” means the occurrence of any of the following after the Effective Date:

Termination by the Company without Cause or Resignation by Executive for Good Reason. The Company may terminate the Executive’s employment at any time without Cause, on providing thirty (30) days’ written notice to the Executive, or by electing not to renew the Term after the expiration of the Initial Term or any subsequent Renewal Term, as applicable. Executive may elect not to renew the Term after the expiration of the Initial Term or any subsequent Renewal Term for “Good Reason” or terminate this Agreement at any time for “Good Reason”. For purposes of this paragraph, Good Reason shall mean: 6.4.1 Any removal of the Executive from or failure to re-elect the Executive as President and Chief Financial Executive Officer without his consent, except in connection with termination of the Executive pursuant to Section 6.1 or 6.2 hereof; 6.4.2 A reduction in the Executive’s compensation, or any other material failure of the Company to comply with Section 5 (Compensation) hereof; 6.4.3 The assignment to the Executive of duties materially different than the duties assigned to the Executive hereunder or a material diminution in the Executive’s ’ s title, status, seniority, reporting relationship, responsibilities or authority; 6.4.4 Any change in the situs of the Company’s ’ s principal offices and facility of requiring the Executive to travel more than 50 miles each way more than two times per week; 6.4.5 Other material breach of this Agreement by the Company; or 6.4.6 Change in Control of the Company. As used herein, a “Change in Control” means the occurrence of any of the following after the Effective Date:

Termination by the Company without Cause or Resignation by Executive for Good Reason. The Company may terminate the Executive’s employment at any time without Cause, on providing thirty (30) days’ written notice to the Executive, or by electing not to renew the Term after the expiration of the Initial Term or any subsequent Renewal Term, as applicable. Executive may elect not to renew the Term after the expiration of the Initial Term or any subsequent Renewal Term for “Good Reason” or terminate this Agreement at any time for “·’Good Reason”. For purposes of this paragraph, Good Reason shall mean: 6.4.1 Any removal of the Executive from or failure to re-elect the Executive as Chief Financial Operating Officer without his consent, except in connection with termination of the Executive pursuant to Section 6.1 or 6.2 hereof; 6.4.2 A reduction in the Executive’s compensation, or any other material failure of the Company to comply with Section 5 (Compensation) hereof; 6.4.3 The assignment to the Executive of duties materially different than the duties assigned to the Executive hereunder or a material diminution in the Executive’s title, status, seniority, reporting relationship, responsibilities or authority; 6.4.4 Any change in the situs of the Company’s principal offices and facility of requiring the Executive to travel more than 50 miles each way more than two times per week; 6.4.5 Other material breach of this Agreement by the Company; or 6.4.6 Change in Control of the Company. As used herein, a “Change in Control” means the occurrence of any of the following after the Effective Date: