Common use of Termination by the Employee for Good Reason Clause in Contracts

Termination by the Employee for Good Reason. The Employee shall have the right to terminate for “Good Reason” upon thirty (30) days’ prior written notice. For purposes of this Agreement, “Good Reason” shall mean (i) the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Employee, (ii) a material and adverse diminution in the Employee’s job duties, responsibilities or authority, (iii) a change in the location where the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereof, or (iv) a material reduction in the Employee’s base salary, it being intended that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (C) Employee resigns his employment with the Company not more than 30 days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event of a termination pursuant to this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth in the immediately preceding sentence.

Termination by the Employee for Good Reason. The Employee may terminate his employment hereunder for Good Reason. Only the following shall have the right to terminate for constitute “Good Reason” upon thirty for such termination: (30i) days’ prior written notice. For purposes Failure of the Employers to continue the Employee in the position of President and Chief Executive Officer during the term of this Agreement, “Good Reason” shall mean (i) the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Employee, ; (ii) a material and adverse diminution Material change by the Employers in the nature or scope of the Employee’s job dutiesresponsibilities, responsibilities title, authorities, powers, functions or authorityduties from the responsibilities, (iii) a change title, authorities, powers, functions or duties normally exercised by an executive in the location where position of President and Chief Executive Officer, or any reassignment of the Employee to a place of business which is required to perform his duties and responsibilities which exceeds more than fifty (50) miles from Brockton, Massachusetts; (iii) Material breach by the location specified in Employers of Section 5 hereof, 4 hereof or (iv) a material reduction in the Employee’s base salary, it being intended that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes any other provision of this Agreement. , which breach continues for more than thirty (30) days following written notice given by the Employee may not resign Employee’s to the Employers, such written notice to set forth in reasonable detail the nature of such breach; or In the event the Employee terminates his employment for Good Reason unless (A) Reason, the Employee gives shall be entitled to the Company written notice of his objection to any event termination benefits set forth above within 30 days following such eventin Section 5(d) above, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (C) Employee resigns his employment with the Company not more than 30 days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event of a termination pursuant to this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubtthat, in the event of a termination for Good Reason that occurs within twenty-four (24) months after a Change in Control, the amounts payable under this Section 7.E.5(d)(i) shall be increased to three (3) times the Employee’s Base Salary and be paid to the Employee in a single lump sum within ten (10) days following the termination of employment, and the Employee shall have no further obligations to the Employers except his obligations under Sections 6(a) and 6(b). For purposes hereof, a “Change in Control” shall be deemed to occur upon the occurrence of any one of the following events: (A) any “Person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than HarborOne Bancorp or the Company), any of their subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities having the right to vote in an election of the Company’s Board of Directors (“Voting Securities”) (in such case other than as a result of an acquisition of securities directly from the Company or in connection with a public offering); or (B) persons who, as of the date hereof, constitute the Company’s Board of Directors (the “Incumbent Directors”) cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Company’s Board of Directors, provided that any person becoming a director of the Company subsequent to the date hereof shall be considered an Incumbent Director if such person’s election was approved by or such person was nominated for election by either (1) a vote of at least a majority of the Incumbent Directors or (2) a vote of at least a majority of the Incumbent Directors who are members of a nominating committee comprised, in the majority, of Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of members of the Company’s Board of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Company’s Board of Directors, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be entitled considered an Incumbent Director; or (C) the consummation of (1) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the voting shares of the Company issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (2) any sale, lease, exchange or other payments under transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company or of the Bank. Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (A) solely as the result of an acquisition of securities by the Company that, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of shares of Voting Securities beneficially owned by any person to forty percent (40%) or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in this Agreement except for sentence shall thereafter become the Accrued Obligations beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as set forth a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns forty percent (40%) or more of the combined voting power of all then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the immediately preceding sentenceforegoing clause (A).

Termination by the Employee for Good Reason. The Employee shall have may terminate the right Employee’s employment by providing written notice to terminate for “the Company of a breach constituting Good Reason” upon thirty (30) days’ prior written notice. For purposes of this Agreement, “Good Reason” shall mean be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) a reassignment of the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation Employee to pay salary to a location outside the Employee, Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iii) the demotion of the Employee to a material and adverse lesser position than described in Section 1 hereof or a substantial diminution in of the Employee’s job duties, responsibilities or authority, (iii) a change duties or responsibilities as in effect on the location where the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereof, date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s base salaryemployment hereunder for Good Reason, it being intended that an individual or aggregate reduction the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of more than 10% from the Employee’s prior base salary level shall be considered material for purposes employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this AgreementSection 4(e). The Employee may not resign Employee’s employment for with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) Employee gives the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of his objection this Section 4(e) that the Employee contends is applicable to any event set forth above such act or failure to act; (B) the Company, within 30 days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 days following after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns his employment with from the employ of the Company not more than 30 days following on or before that date that is six calendar months after the expiration initial existence of the 30-day correction period described in act or failure to act by the foregoing subclause (B). In Company that constitutes “Good Reason.” If the event requirements of the preceding sentence are not fully satisfied on a termination pursuant to this Sectiontimely basis, in addition to any other payments or benefits to which then the resignation by the Employee may be entitled under from the Company’s benefit plans then in effect, employ of the Company shall pay not be deemed to the Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute have been for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., “Good Reason,” the Employee shall not be entitled to any other payments of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Agreement except for Section 4(e) had the Accrued Obligations or as set forth in the immediately preceding sentenceEmployee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee shall have may terminate the right Employee’s employment by providing written notice to terminate for “the Company of a breach constituting Good Reason” upon thirty (30) days’ prior written notice. For purposes of this Agreement, “Good Reason” shall mean be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) reassignment of the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation Employee to pay salary to a location outside the Employee, Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iii) the demotion of the Employee to a material and adverse lesser position than described in Section 1 hereof or a substantial diminution in of the Employee’s job duties, responsibilities or authority, (iii) a change duties or responsibilities as in effect on the location where the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereof, date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s base salaryemployment hereunder for Good Reason, it being intended that an individual or aggregate reduction the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of more than 10% from the Employee’s prior base salary level shall be considered material for purposes employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this AgreementSection 4(e). The Employee may not resign Employee’s employment for with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) Employee gives the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of his objection this Section 4(e) that the Employee contends is applicable to any event set forth above such act or failure to act; (B) the Company, within 30 days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 days following after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns his employment with from the employ of the Company not more than 30 days following on or before that date that is six calendar months after the expiration initial existence of the 30-day correction period described in act or failure to act by the foregoing subclause (B). In Company that constitutes “Good Reason.” If the event requirements of the preceding sentence are not fully satisfied on a termination pursuant to this Sectiontimely basis, in addition to any other payments or benefits to which then the resignation by the Employee may be entitled under from the Company’s benefit plans then in effect, employ of the Company shall pay not be deemed to the Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute have been for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., “Good Reason,” the Employee shall not be entitled to any other payments of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Agreement except for Section 4(e) had the Accrued Obligations or as set forth in the immediately preceding sentenceEmployee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee shall have may terminate the right Employee’s employment by providing written notice to terminate for “the Company of a breach constituting Good Reason” upon thirty (30) days’ prior written notice. For purposes of this Agreement, “Good Reason” shall mean be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) any material failure by the Company’s Company to comply with any material breach term of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Employee, ; (ii) the demotion of the Employee to a material and adverse lesser position than described in Section 1 hereof or a substantial diminution in of the Employee’s job duties, responsibilities or authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iii) a change material diminution of the Executive’s Base Salary and benefits, in the location where aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereof, or (iv) a material reduction in shall terminate the Employee’s base salaryemployment hereunder for Good Reason, it being intended that an individual or aggregate reduction the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of more than 10% from the Employee’s prior base salary level shall be considered material for purposes employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this AgreementSection 4(e). The Employee may not resign Employee’s employment for with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) Employee gives the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of his objection this Section 4(e) that the Employee contends is applicable to any event set forth above such act or failure to act; (B) the Company, within 30 days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 days following after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns his employment with from the employ of the Company not more than 30 days following on or before that date that is six calendar months after the expiration initial existence of the 30-day correction period described in act or failure to act by the foregoing subclause (B). In Company that constitutes “Good Reason.” If the event requirements of the preceding sentence are not fully satisfied on a termination pursuant to this Sectiontimely basis, in addition to any other payments or benefits to which then the resignation by the Employee may be entitled under from the Company’s benefit plans then in effect, employ of the Company shall pay not be deemed to the Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute have been for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., “Good Reason,” the Employee shall not be entitled to any other payments of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Agreement except for Section 4(e) had the Accrued Obligations or as set forth in the immediately preceding sentenceEmployee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee shall have may terminate his employment with the right to terminate Corporation for “Good Reason” upon thirty (30) days’ prior written notice”. For purposes of this Agreement, “Good Reason” shall mean a termination by the Employee of his employment with the Corporation following one or more of the following occurrences (without Employee’s express written consent): (i) any breach by the CompanyCorporation of the Corporation’s material breach of its obligations under this AgreementAgreement or any other material written agreements between Employee and the Corporation, includingincluding but not limited to a change in Employee’s roles to lesser roles than specified herein, without limitationa reduction or material adverse change in Employee’s responsibilities, its obligation to pay salary to authorities, duties or direct reports (all direct reports of the Employeeprior Chief Executive Officer), (ii) a material and adverse diminution termination by the Employee due to conflicts created by the Corporation’s entrance into business areas in unresolvable conflict with the Employee’s job duties, responsibilities or authoritynon-compete obligations with Boston Beer, (iii) a change in any relocation of the Employee’s principal place of employment (without the Employee’s written consent to an office or location where the Employee is required to perform his duties and responsibilities which exceeds more than fifty (50) miles from the location specified in Section 5 hereof, the Employee is assigned as of the date hereof or (iv) a material reduction the failure to appoint Employee as sole Chief Executive Officer of the Corporation (if not then already serving as sole Chief Executive Officer) following the completion of the IPO; provided that, in each instance, (x) the Employee provides written notice to the Corporation specifying in reasonable detail the circumstances claimed to provide the basis for such termination within forty-five (45) days following the date the Employee first becomes aware of the occurrence (or reasonably should have been aware of such occurrence), without the Employee’s written consent, of such events, (y) the Corporation fails to correct the circumstances set forth in the Employee’s base salary, it being intended that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above termination within 30 thirty (30) days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 days following its of receipt of such noticenotice (“Cure Period”), and (Cz) the Employee resigns his actually terminates employment with the Company not more than 30 within sixty (60) days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event of a termination pursuant to this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Cure Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth in the immediately preceding sentence.

Termination by the Employee for Good Reason. The Employee shall have may terminate his employment by providing written notice to the right to terminate for “Company of a breach constituting Good Reason” upon thirty (30) days’ prior written notice. For purposes of this Agreement, “Good Reason” shall mean be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; or (iii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; provided, however, that Good Reason shall not include a termination of the Employee’s employment pursuant to Section 4(b) or 4(c) hereof or, following a change of control of the Company, a reduction in title, position, responsibilities or duties solely by virtue of the Company being acquired and made part of a larger entity or operated as a subsidiary. If the Employee shall terminate his employment hereunder for Good Reason, the Employee shall be entitled to be paid: (i) any portion of the Employee’s Base Salary for the period up to the date of termination that has been earned but remains unpaid; (ii) any benefits that have accrued to the Employee under the terms of any employee benefit plans of the Company, which benefits shall be paid in accordance with the terms of those plans; and (iii) subject to the execution by the Employee of a release satisfactory to the Company and the compliance by the Employee with all terms and provisions of this Agreement that survive the termination of the Employee’s employment by the Company, the Employee’s Base Salary for a period of nine months after the effective date of the release, payable in accordance with the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Employee, (ii) a material and adverse diminution in the Employee’s job duties, responsibilities or authority, (iii) a change in the location where the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereof, or (iv) a material reduction in the Employee’s base salary, it being intended that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes of this Agreementregular payroll practices. The Employee may not resign Employee’s employment for with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) Employee gives the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of his objection this Section 4(e) that the Employee contends is applicable to any event set forth above such act or failure to act; (B) the Company, within 30 days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 days following after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of his employment relationship with the Company, and (C) the Employee actually resigns from his employment with the Company not more than 30 days following on or before that date that is six calendar months after the expiration initial existence of the 30-day correction period described in act or failure to act by the foregoing subclause (B). In Company that constitutes “Good Reason.” If the event requirements of the preceding sentence are not fully satisfied on a termination pursuant to this Sectiontimely basis, in addition to any other payments or benefits to which then the resignation by the Employee may be entitled under the Company’s benefit plans then in effect, from his employment with the Company shall pay not be deemed to the Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute have been for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., “Good Reason,” the Employee shall not be entitled to any other payments of the benefits to which he would have been entitled if he had resigned his employment with the Company for “Good Reason,” and the Company shall not be required to pay any amount that would otherwise have been due to the Employee under this Agreement except for Section 4(e) had the Accrued Obligations or as set forth in the immediately preceding sentenceEmployee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may terminate his employment hereunder for Good Reason. Only the following shall have the right to terminate for constitute “Good Reason” upon thirty for such termination: (30i) days’ prior written notice. For purposes Failure of the Employers to continue the Employee in the position of Executive Vice President, Chief Operating Officer and Chief Financial Officer during the term of this Agreement, “Good Reason” shall mean (i) the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Employee, ; (ii) a material and adverse diminution Material change by the Employers in the nature or scope of the Employee’s job dutiesresponsibilities, responsibilities title, authorities, powers, functions or authorityduties from the responsibilities, (iii) a change title, authorities, powers, functions or duties normally exercised by an executive in the location where position of Executive Vice President, Chief Operating Officer and Chief Financial Officer, or any reassignment of the Employee to a place of business which is required to perform his duties and responsibilities which exceeds more than fifty (50) miles from Brockton, Massachusetts; (iii) Material breach by the location specified in Employers of Section 5 hereof, 4 hereof or (iv) a material reduction in the Employee’s base salary, it being intended that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes any other provision of this Agreement. , which breach continues for more than thirty (30) days following written notice given by the Employee may not resign Employee’s to the Employers, such written notice to set forth in reasonable detail the nature of such breach; or In the event the Employee terminates his employment for Good Reason unless (A) Reason, the Employee gives shall be entitled to the Company written notice of his objection to any event termination benefits set forth above within 30 days following such eventin Section 5(d) above, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (C) Employee resigns his employment with the Company not more than 30 days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event of a termination pursuant to this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubtthat, in the event of a termination for Good Reason that occurs within twenty-four (24) months after a Change in Control, the amounts payable under this Section 7.E.5(d)(i) shall be increased to three (3) times the Employee’s Base Salary and be paid to the Employee in a single lump sum within ten (10) days following the termination of employment, and the Employee shall have no further obligations to the Employers except his obligations under Sections 6(a) and 6(b). For purposes hereof, a “Change in Control” shall be deemed to occur upon the occurrence of any one of the following events: (A) any “Person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than HarborOne Bancorp or the Company), any of their subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities having the right to vote in an election of the Company’s Board of Directors (“Voting Securities”) (in such case other than as a result of an acquisition of securities directly from the Company or in connection with a public offering); or (B) persons who, as of the date hereof, constitute the Company’s Board of Directors (the “Incumbent Directors”) cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Company’s Board of Directors, provided that any person becoming a director of the Company subsequent to the date hereof shall be considered an Incumbent Director if such person’s election was approved by or such person was nominated for election by either (1) a vote of at least a majority of the Incumbent Directors or (2) a vote of at least a majority of the Incumbent Directors who are members of a nominating committee comprised, in the majority, of Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of members of the Company’s Board of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Company’s Board of Directors, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be entitled considered an Incumbent Director; or (C) the consummation of (1) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the voting shares of the Company issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (2) any sale, lease, exchange or other payments under transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company or of the Bank. Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (A) solely as the result of an acquisition of securities by the Company that, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of shares of Voting Securities beneficially owned by any person to forty percent (40%) or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in this Agreement except for sentence shall thereafter become the Accrued Obligations beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as set forth a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns forty percent (40%) or more of the combined voting power of all then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the immediately preceding sentenceforegoing clause (A).

Termination by the Employee for Good Reason. The Employee shall have the right to may at any time terminate for “Good Reason” upon thirty (30) days’ prior written notice. For purposes of this Agreement, “Good Reason” shall mean (i) the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Agreement and Employee, (ii) a material and adverse diminution in the Employee’s job duties, responsibilities or authority, (iii) a change in the location where the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereof, or (iv) a material reduction in the Employee’s base salary, it being intended that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (C) Employee resigns his 's employment with the Company not more than 30 days following immediately for Good Reason (as defined in this Section 17) by advising the expiration Company of the 30-day correction period described such determination in the foregoing subclause (B)writing. In the event of a termination pursuant to this Sectionsuch termination, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s shall have no right to receive any compensation or benefit plans then in effect, hereunder or otherwise from the Company shall pay after the Termination Date other than: (a) unpaid Base Salary earned through the Termination Date; (b) any vested PARK Shares; (c) all then-outstanding Company equity-based awards held by Employee, to the Employeeextent subject to time-based vesting, shall vest in full as of the Termination Date; (id) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times twenty-four (1.0x24) months' Base Salary and Target Annual Incentive, to be paid in accordance with the sum of Company's scheduled payroll practices; (e) incurred but unpaid business expense reimbursement pursuant to Section 7 hereof; (f) subject to Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay 's valid election to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental continue healthcare coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee"), for a the eighteen (18) month period following the Termination Date, the Company shall continue to provide, at the Company's sole expense (whether through direct payment to the plan, reimbursement of twelve (12) months from COBRA premiums or otherwise in the termination dateCompany's discretion), Employee and Employee's eligible dependents with coverage under its group health plans at the same levels as would have applied if Employee's employment had not been terminated, based on Employee's elections in effect on the Termination Date; provided, however, that this obligation shall cease at (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the end expiration of the Benefits Period. These payments will commence on period of continuation coverage to be, exempt from the Company’s first payroll date after application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the termination date and will Company is otherwise unable to continue until the end to cover Employee under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Benefit Period. For Public Health Service Act or the avoidance of doubtPatient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company premium payment shall thereafter be paid to Employee in substantially equal monthly installments over the event of continuation coverage period (or the remaining portion thereof); and (g) any benefits provided pursuant to Section 6 hereof, subject to and in accordance with the terms and conditions applicable thereto. It shall be a termination under this Section 7.E.condition to Employee's right to receive the amounts and benefits provided for in (c), the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth (d) and (f) in the immediately preceding sentencesentence that Employee execute and deliver to the Company an effective Release within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the Termination Date and that Employee not revoke such Release during any applicable revocation period.

Termination by the Employee for Good Reason. The Employee shall have the right to terminate for “Good Reason” upon thirty (30) days’ prior written notice. For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any of the following, without Employee's prior written consent: (iA) a material change, adverse to Employee, in Employee's positions, titles, or offices, status, rank, nature of responsibilities, or authority within the Company’s Employer, except in connection with the termination of Employee's employment for Cause, Disability, Normal Retirement or Approved Early Retirement, as a result of Employee's death, or as a result of action by Employee, (B) an assignment of any duties to Employee which are inconsistent with his duties, status, rank, responsibilities, and authorities in effect prior to a Change in Control, (C) a decrease in annual base salary or other material breach of its obligations benefits provided under this Agreement, including, without limitation, its obligation to pay salary to the Employeeunless such benefits are replaced by substantially similar benefits of another provider, (iiD) a material and adverse diminution in any other failure by the Employee’s job duties, responsibilities or authority, (iii) a change in the location where the Employee is required Employer to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereofany material obligation under, or (iv) a breach by the Employer of any material reduction in the Employee’s base salary, it being intended that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes provision of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives , provided however, the Company written first two times the Employer defaults hereunder, the Employer shall be given notice of his objection to any event set forth above within such default and not less than 30 days following such eventto correct the default, if correctable and the third time and thereafter that the Employer defaults hereunder, Employer shall have no opportunity to correct the default, (BE) such event is not corrected, any failure to secure the Agreement of any successor corporation or other entity to the Employer to fully assume the Employer's obligations under this Agreement in all material respects, by the Company within 30 days following its receipt of such noticea form reasonably acceptable to Employee, and (CF) any attempt by the Employer to terminate Employee resigns his employment with the Company for Cause which does not more than 30 days following the expiration of the 30-day correction period described result in a valid termination for Cause, except in the foregoing subclause (Bcase that valid grounds for termination for Cause exists but are corrected as permitted under Section 5(a)(ii). In the event of a such termination pursuant to this Sectionfor Employee for "Good Reason", in addition to any other payments or benefits to which the Employee may shall be entitled under the Company’s benefit plans then to a payment in effect, the Company shall pay to the Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one two times (1.0x) the sum of Employee’s (a) current base salary as plus the average of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay annual bonuses paid to Employee a monthly payment on during the first payroll date of each month equal time he has been employed hereunder (not to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth in the immediately preceding sentenceexceed three years).

Termination by the Employee for Good Reason. The Employee may terminate this Agreement at any time prior to the expiration of the Term for Good Reason, which is defined as the occurrence of any of the following without Employee’s prior written consent: (i) the Company materially breaches any material term or condition of this Agreement; (ii) a material or significant decrease in the Employee’s duties, responsibilities and/or base compensation; provided that in no event shall have the right to terminate Employee’s resignation be for “Good Reason” upon unless (x) an event or circumstance set forth in clauses (i) or (ii) shall have occurred that is an isolated and inadvertent action not taken in bad faith and Employee provides the Company with written notice thereof within ninety (90) days after Employee has knowledge of the occurrence or existence of such event or circumstance, which notice specifically identifies the event or circumstance that Employee believes constitutes Good Reason, (y) if the circumstance or event is curable, the Company fails to correct the circumstance or event so identified within thirty (30) days’ prior written notice. For purposes of this Agreement, “Good Reason” shall mean (i) days after the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Employee, (ii) a material and adverse diminution in the Employee’s job duties, responsibilities or authority, (iii) a change in the location where the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereof, or (iv) a material reduction in the Employee’s base salary, it being intended that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (Cz) Employee resigns his employment with the Company not more than 30 within thirty (30) days following after the expiration of the 30-day correction Company’s cure period referred to in clause (y) above.” 3. Section 2(d) of the Standard Terms and Conditions included as part of the Agreement is hereby deleted in its entirety. 4. The last sentence of Section 1(e) of the Standard Terms and Conditions included as part of the Agreement is hereby superseded and replaced in its entirety with the following: “The payment to Employee of the severance benefits described in the foregoing subclause (B). In the event this Section 1(e) shall be subject to Employee’s execution and non-revocation of a termination pursuant to this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates in a form substantially similar to that used for similarly situated executives of the Company and its affiliates, equityholders officers, directors, agents such general release to be executed and employees as promptly delivered to the Company (and in no event later than 21 days following Employee’s termination of employment, or such longer period as may be required by applicable law). Any severance benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay due to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code1(e)(i) shall be paid in equal biweekly installments (or, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employeedifferent, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on in accordance with the Company’s first payroll date after practice as in effect from time to time) over the termination date and will continue until the end course of the Benefit Periodthen remaining Term, beginning on or immediately following the date that is 30 days following the date on which Employee’s termination occurs.” 5. For The following new Section 10 is hereby added to the avoidance Agreement immediately following Section 9 of doubt, in the event Standard Terms and Conditions included as part of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth in the immediately preceding sentence.Agreement:

Termination by the Employee for Good Reason. The Employee shall have the right to may terminate his employment for “"Good Reason” ", upon thirty (30) days’ ' written notice to Company. "Good Reason" shall mean a termination of employment by the Employee following, without the Employee's express prior written notice. For purposes of this Agreement, “Good Reason” shall mean consent: (i) the Company’s any material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Employee, (ii) a material and adverse diminution in the Employee’s job 's duties, responsibilities status, offices, reporting requirements, or authorityjob title, (iii) a change except in connection with termination of the location where Employee's employment for Cause as provided in Section 6.3 or death or disability as provided in Sections 6.1 and 6.2 provided that the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereof, or (iv) a material reduction in the Employee’s base salary, it being intended that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives has given the Company written notice of his objection the alleged basis for Good Reason and such basis remains uncured after twenty (20) day following the Company's receipt of the notice; (ii) the failure of the Company timely to pay the Employee's salary, bonus or benefits due the Employee or any event set forth above within 30 days following such event, (B) such event is not corrected, in all material respects, breach by the Company within 30 days following its receipt of such noticethis Agreement, and (C) Employee resigns his employment with the Company not more than 30 days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event of a termination pursuant to this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against has given the Company written notice of the alleged basis for Good Reason and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, such basis remains uncured after twenty (20) day following the Company's receipt of the notice; (iii) any change in the Company's pay plan or employment agreement with the Employee that results in a form acceptable material diminution of the Employee's annual Base Salary or eligible Bonus amounts provided that the Employee has given the Company written notice of the alleged basis for Good Reason and such basis remains uncured after twenty (20) day following the Company's receipt of the notice; (iv) notice by the Company to not renew this Agreement pursuant to Section 2, or (v) the failure of the Company to obtain an agreement from any successor to the Company, an amount equal Company to one times assume and agree to perform this Agreement. Employee must provide notice of termination for Good Reason within thirty (1.0x30) the sum of Employee’s (a) base salary as days of the date Employee becomes aware of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of grounds for such termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth in the immediately preceding sentence.

Termination by the Employee for Good Reason. The Employee shall have the right to terminate the Employment Period for “Good Reason (as hereinafter defined), provided, that, not later than sixty (60) days following the occurrence of the event giving rise to the alleged "Good Reason” upon ," the Employee shall have given the Corporation written notice of the Employee's decision to terminate his employment (specifying the alleged "Good Reason" in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same within thirty (30) days after receipt of such notice, or, if cure cannot be fully accomplished within thirty (30) days’ prior written notice. For purposes , the Corporation shall not have commenced cure within thirty (30) days after receipt of this Agreement, “such notice and cured the alleged "Good Reason” " as soon as possible thereafter. Notwithstanding the foregoing, if the event giving rise to "Good Reason" is the occurrence of a Change of Control, the Employee shall, at any time following the occurrence of the Change of Control, be entitled to terminate his employment for Good Reason upon not less than sixty (60) days written notice to the Corporation. In the event that the Employment Period is terminated by the Employee for Good Reason, the Employee shall be entitled to, and his sole remedies shall be, the same benefits provided for in Section 7(d) hereof. "Good Reason" shall mean (i) the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary assignment to the Employee of duties inconsistent with, or the diminution of, the Employee's positions, titles, offices, duties, responsibilities or status from those set forth in Section 2 hereof, or a change without good cause in the Employee's reporting responsibilities, (ii) a material and adverse diminution reduction in the Employee’s job duties, responsibilities 's Salary or authoritythe Guaranteed Portion of the 1999 Bonus, (iii) a change in the location where the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereof, or (iv) a material reduction in the Employee’s base salary, it being intended 's benefits or perquisites (other than a reduction pursuant to the last sentence of Section 5 hereof); (iv) a requirement that an individual Employee change his place of principal employment to a location other than the metropolitan New York area; or aggregate reduction of more than 10% from (v) the Employee’s prior base salary level shall be considered material for purposes of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (C) Employee resigns his employment with the Company not more than 30 days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event occurrence of a termination pursuant to this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee, (i) his base salary through the date Change of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth in the immediately preceding sentenceControl.

Termination by the Employee for Good Reason. The (i) If the Employee shall have terminates this Agreement for Good Reason (as defined in Section 7.f.ii.), provided that such Employee’s termination of employment occurs within two years of the right to terminate for “Good Reason” upon , the Company shall: (A) Within thirty (30) days’ prior written notice. For purposes days of this Agreementthe Termination Date, “Good Reason” shall mean (ipay to the Employee a lump sum severance payment equal to three times the sum of: a) the Company’s material breach Employee's highest Base Salary during the previous two years of its obligations under this Agreementemployment immediately preceding the Termination Date, including, without limitation, its obligation to pay salary plus b) the highest Bonus paid or payable to the Employee, (ii) Employee for a material and adverse diminution in year within the Employee’s job duties, responsibilities or authority, (iii) a change in same two year period of employment immediately preceding the location where the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereof, or (iv) a material reduction in the Employee’s base salary, it being intended that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such event, Termination Date, (B) such event is not corrected, in all material respects, Pay to the Employee any unpaid expense reimbursement upon presentation by the Company within 30 days following its receipt Employee of an accounting of such noticeexpenses in accordance with normal Company practices, and but no later than March 15 of the year following the year of termination, (C) Employee resigns his employment with Immediately vest any unvested Company stock options and restricted stock (excluding all LTIP shares, including the Company not more than 30 days following 2007 and 2008 LTIP shares), (D) Pay any deferred income or Retirement Compensation (under Section 4.c.) or other benefit payments due under this or any other agreements or plans, provided such payments will be made under the expiration of the 30-day correction period described schedule originally contemplated in the foregoing subclause agreement under which they were granted, (B). In the event of a termination pursuant to this Section, in addition to E) Make any other payments or provide any benefits to which earned under this or any other employment agreement or plan, including the Company’s Long-Term Incentive Plan, and (F) Continue coverage of the Employee may be entitled and any dependents covered at the time of termination under the Company’s benefit group health plans then in effect, at the Company shall pay Company’s cost for a period equal to the Employee, lesser of (i) his base salary through the date of termination, and 18 months or (ii) provided that such period as the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as is eligible to employment, benefits and compensation related claims, participate in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employeeanother employer’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth in the immediately preceding sentenceplan.

Termination by the Employee for Good Reason. The Employee shall have may terminate this Agreement for good reason upon ninety (90) days written notice to the right to terminate Company setting forth with specificity the grounds for “Good Reason” termination upon thirty the occurrence of any of the following: (30) days’ prior written notice. For purposes of this Agreement, “Good Reason” shall mean (ia) the Company’s material breach failure of the Company to observe or comply with any of its material obligations under this Agreement, including, without limitation, its obligation to pay salary if such failure has not been cured within 30 days after written notice thereof has been given by the Employee to the EmployeeCompany; (b) the dissolution of the Company; or (c) any merger in which the Company is not the surviving corporation and in which the stockholders of the Company own less than 50% of the voting securities of the merged entity upon the effectiveness of the merger, or any consolidation, sale of substantially all of the assets of the Company or change of control of the Company, provided the Employee has not approved the transaction by voting for it either as a director or shareholder. For purposes of clause (iia) a material and adverse diminution in breach by the Employee’s job duties, responsibilities or authority, (iii) Company shall include a material change in the location where reporting responsibilities of the Employee such that the Employee is required no longer reporting directly to perform his the Chief Executive Officer of the Company, provided however that a material change in the authority, duties and or responsibilities which exceeds fifty (50) miles from of the location specified in Section 5 hereofEmployee shall not constitute a material breach hereunder, or (iv) a material reduction in benefits or other perquisites of office such that the Employee’s base salaryEmployee is not receiving the benefits set forth herein or the benefits and other perquisites generally granted for executive positions within the Company. For purposes of clause (c) above, it being intended that an individual or aggregate reduction a "change of more than 10% from the Employee’s prior base salary level control" shall be considered material for purposes presumed to have occurred if within any 12-month period a single person or entity, or related group of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such eventpersons or entities, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (C) Employee resigns his employment with the Company not acquires 50% or more than 30 days following the expiration of the 30-day correction period described in outstanding voting stock of the foregoing subclause (B)Company. In the event of a termination pursuant to for good reason under this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee, Employee (i) his base salary as then in effect under Section 3.1 through the date of termination, and (ii) provided that any incentive compensation awarded to the Employee executes within 21 days after termination of employment under the Incentive Compensation Plan, but not yet paid, and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0xiii) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as benefit set forth in the immediately preceding sentenceSection 4.2.

Termination by the Employee for Good Reason. The Employee shall have may terminate this Agreement for good reason upon ninety (90) days written notice to the right to terminate Company setting forth with specificity the grounds for “Good Reason” termination upon thirty the occurrence of any of the following: (30) days’ prior written notice. For purposes of this Agreement, “Good Reason” shall mean (ia) the Company’s material breach failure of the Company to observe or comply with any of its material obligations under this Agreement, including, without limitation, its obligation to pay salary if such failure has not been cured within 30 days after written notice thereof has been given by the Employee to the EmployeeCompany; (b) the dissolution of the Company; or (c) any merger in which the Company is not the surviving corporation and in which the stockholders of the Company own less than 50% of the voting securities of the merged entity upon the effectiveness of the merger, or any consolidation, sale of substantially all of the assets of the Company or change of control of the Company, provided the Employee has not approved the transaction by voting for it either as a director or shareholder. For purposes of clause (iia) a material and adverse diminution in breach by the Employee’s job duties, responsibilities or authority, (iii) Company shall include a material change in the location where reporting responsibilities of the Employee such that the Employee is required to perform his duties no longer effectively serving as the President and responsibilities which exceeds fifty (50) miles from Chief Executive Officer of the location specified in Section 5 hereofCompany, or (iv) a material reduction in benefits or other perquisites of office such that the Employee’s base salaryEmployee is not receiving the benefits set forth herein or the benefits and other perquisites generally granted for executive positions within the Company. For purposes of clause (c) above, it being intended that an individual or aggregate reduction a "change of more than 10% from the Employee’s prior base salary level control" shall be considered material for purposes presumed to have occurred if within any 12-month period a single person or entity, or related group of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such eventpersons or entities, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (C) Employee resigns his employment with the Company not acquires 50% or more than 30 days following the expiration of the 30-day correction period described in outstanding voting stock of the foregoing subclause (B)Company. In the event of a termination pursuant to for good reason under this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee, Employee (i) his base salary as then in effect under Section 3.1 through the date of termination, and (ii) provided that any incentive compensation awarded to the Employee executes within 21 days after termination of employment under the Incentive Compensation Plan, but not yet paid, and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0xiii) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as benefit set forth in the immediately preceding sentenceSection 4.2.

Termination by the Employee for Good Reason. The Employee shall have the right to terminate for “Good Reason” upon thirty (30) days’ prior written notice. For purposes of this Agreement, “Good Reason” shall mean (i) In the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Employee, (ii) a material and adverse diminution in the Employee’s job duties, responsibilities or authority, (iii) a change in the location where event the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereof, or (iv) a material reduction in the Employee’s base salary, it being intended that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes of terminate this Agreement. Employee may not resign Employee’s employment Agreement for Good Reason unless (as defined in Section f.ii), the Company shall: (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (C) Employee resigns his employment with the Company not more than 30 days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event of a termination pursuant to this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay Pay to the Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum employee within 30 days after the date of termination. In the event Termination Date a severance payment equal to three times the sum of: a) the Employee’s highest Base Salary during the previous two years of employment immediately preceding the Termination Date, plus b) the highest Bonus paid to the Employee during the same two year period. If the agreement is terminated within the first year, the “highest bonus” amount to be used for this provision will be the target bonus in effect for year 2007 (i.e. 50% of base compensation), (B) Pay to the Employee any unpaid expense reimbursement upon presentation by the Employee of an accounting of such expenses in accordance with normal Company practices, (C) Vest any unvested Company stock options or restricted stock, (D) Pay any deferred income or retirement payment or other benefit payments due under this or any other agreements or plans, provided such payments may be made under the schedule originally contemplated in the agreement under which they were granted, or in full without discount within 60 days of the Termination Date at the discretion of the Company, (E) Make any other payments or provide any benefits earned under this Section 7.E., or any other employment agreement or plan, (F) Continue coverage of the Company will pay to Employee under the Company’s group health plans at the Company’s cost for a monthly payment on the first payroll date of each month period equal to the lesser of (i) 18 months or (ii) such period as the Employee is receiving COBRA cost health continuation coverage from the Company. To the extent such amounts are considered non-qualified deferred compensation payable upon a separation from service under Internal Revenue Code Section 409A, payment of continued health and dental coverage those amounts so deferred under health and dental plans Code Section 409A may not be made until at least six (6) months following the Employee’s separation from service of the Company pursuant to Section 4980B of the Internal Revenue Code(or, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E.earlier, the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth in the immediately preceding sentence.date of death of Employee

Termination by the Employee for Good Reason. The Employee shall have the right to terminate for “Good Reason” upon thirty (30) days’ prior written notice. For purposes of this Agreementmay elect, “Good Reason” shall mean (i) the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Employee, (ii) a material and adverse diminution in the Employee’s job duties, responsibilities or authority, (iii) a change in the location where the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereof, or (iv) a material reduction in the Employee’s base salary, it being intended that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company by written notice of his objection to any event set forth above within 30 days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (C) Employee resigns his employment with the Company not more than 30 days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event of a termination pursuant to this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal such notice to one times be effective immediately upon receipt by the Company, to terminate his employment hereunder if: (1.0x1) The Company sells all or substantially all of its assets and the sum Employee is not retained or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of Employee’s (a) base salary as all of the date outstanding shares of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans voting capital stock of the Company pursuant to Section 4980B own less than a majority of the Internal Revenue Code, less outstanding shares of the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period voting capital stock of twelve the resulting entity (12) months from whether or not the termination dateresulting entity is the Company); provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., the Employee shall not be entitled permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Employee nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Employee shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any other of the payments required under this Agreement except and said default continues for a one hundred eighty (180) day period after the Employee has given the Company written notice of the payment default. If the Employee elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay to the Employee his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide to the Employee the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Employee hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the Accrued Obligations or as set forth period specified in the immediately preceding sentenceoption had the employment of the Employee not been so terminated.

Termination by the Employee for Good Reason. The Employee shall have the right to terminate for “Good Reason” upon thirty (30) days’ prior written notice. For purposes of this Agreement, “Good Reason” shall mean (i) the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Employee, (ii) a material and adverse diminution in the Employee’s job duties, responsibilities title or authority, job description as set forth on Exhibit A or (iii) a change in the location where the Employee is required to perform his duties and responsibilities which exceeds fifty (50) 50 miles from the location specified in Section 5 4 hereof, or . The Employee cannot terminate his employment for Good Reason unless he has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within thirty (iv30) a material reduction in days of the Employee’s base salary, it being intended that an individual or aggregate reduction initial existence of more than 10% such grounds and the Company has had at least thirty (30) days from the Employee’s prior base salary level shall date on which such notice is provided to cure such circumstances. If the Employee does not terminate his employment for Good Reason within thirty (30) days after the first occurrence of the applicable grounds, then the Employee will be considered material deemed to have waived his right to terminate for purposes of this AgreementGood Reason with respect to such grounds. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 thirty (30) days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 thirty (30) days following its receipt of such notice, notice and (C) Employee resigns his employment with the Company not more than 30 thirty (30) days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event of a termination pursuant to this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee, Employee (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 twenty-one (21) days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, and otherwise complies with the terms of this Section 6.E., on the thirtieth (30th) day following termination of employment, an amount in cash, payable in one (1) lump sum, equal to one times (1.0x) the sum of (i) six (6) months of the Employee’s (a) base salary as of the date of termination and (bii) Bonus Amountif and only if the termination occurs during the Initial Period, payable in a single lump sum within 30 days after the number of months of the Employee’s base salary as of the date of termination. In the event a severance payment termination that is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost number of continued health and dental coverage under health and dental plans months remaining in the Initial Period at the time of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Periodtermination. For the avoidance of doubt, in the event of a termination under this Section 7.E.6.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth in the immediately preceding sentence, which such payments shall be made by the Company to the Employee within thirty (30) days of termination pursuant to this Section.

Termination by the Employee for Good Reason. The Employee shall have the right to may terminate this Agreement for “Good Reason” good reason upon thirty (30) days’ prior days written notice. For purposes notice to the Company setting forth with specificity the grounds for termination upon the occurrence of this Agreement, “Good Reason” shall mean any of the following: (ia) the Company’s material breach failure of the Company to observe or comply with any of its material obligations under this Agreement, including, without limitation, its obligation to pay salary if such failure has not been cured within 30 days after written notice thereof has been given by the Employee to the EmployeeCompany; (b) the failure of the Employee to be elected or reelected to the Board of Directors or its Executive Committee as provided in Section 1.3, (iic) the dissolution of the Company; or (d) any merger in which the Company is not the surviving corporation and in which the stockholders of the Company own less than 50% of the voting securities of the merged entity upon the effectiveness of the merger, or any consolidation, sale of substantially all of the assets of the Company or change of control of the Company, provided the Employee has not approved the transaction by voting for it either as a director or shareholder. For purposes of clause (a) a material and adverse diminution in breach by the Employee’s job duties, responsibilities or authority, (iii) Company shall include a material change in the location where reporting responsibilities of the Employee such that the Employee is required no longer effectively serving as the Chief Executive Officer of the Company, a relocation to perform his duties and responsibilities which exceeds fifty (50) miles from offices that do not serve as the location specified in Section 5 hereofprinciple executive offices of the Company, or (iv) a material reduction in benefits or other perquisites of office such that the Employee’s base salaryEmployee is not receiving the benefits set forth herein or the benefits and other perquisites generally granted for executive positions within the Company. For purposes of clause (d) above, it being intended that an individual or aggregate reduction a "change of more than 10% from the Employee’s prior base salary level control" shall be considered material for purposes presumed to have occurred if within any 12-month period a single person or entity, or related group of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such eventpersons or entities, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (C) Employee resigns his employment with the Company not acquires 50% or more than 30 days following the expiration of the 30-day correction period described in outstanding voting stock of the foregoing subclause (B)Company. In the event of a termination pursuant to for good reason under this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee, Employee (i) his base salary as then in effect under Section 3.1 through the date of termination, and (ii) provided that any incentive compensation awarded to the Employee executes within 21 days after termination of employment under the Incentive Compensation Plan, but not yet paid, and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0xiii) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as benefit set forth in the immediately preceding sentenceSection 4.6.

Termination by the Employee for Good Reason. The Employee shall have the right to terminate this Agreement for Good Reason (as defined below), at any time during the Employment Period. Termination for “Good Reason” upon thirty (30) days’ prior written notice. For purposes of this Agreementshall mean, “Good Reason” shall mean during the Employment Period, (i) the CompanyEmployer’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary assignment to the Employee, without his consent, of any duties other than those contemplated by Section 1(b) hereof, or any limitation of the powers of the Employee in any respect not contemplated by Section 1(b) hereof, (ii) a material and adverse diminution removal of the Employee from or any failure to re-elect the Employee to the positions indicated in the Employee’s job duties, responsibilities or authoritySection 1(b) hereof, (iii) a change in the location where the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereof, or (iv) a material any reduction in the Employee’s base salarySalary, it being intended Bonuses, Equity Incentives, Vacations, Other Benefits or Expenses effected without the agreement of the Employee or as otherwise permitted by this Agreement, (iv) Employer’s requirement for Employee to permanently carry on his Duties and Responsibilities in any location other than the Washington, DC area, (v) Employer’s requirement for Employee to perform acts that an individual constitute fraud, dishonestly or aggregate reduction violation of more than 10% from the Employee’s prior base salary level shall be considered codes of professional ethics or conduct (as defined by the American Institute of Certified Public Accountants (AICPA)), (vi) a material for purposes failure on the part of Employer to perform its obligations hereunder, which failure is not remedied within thirty (30) days after written notice thereof is furnished by Employee to Company, (vii) any failures by the Employer to comply with Sections 1, 11 or 18 of this Agreement, or (viii) failure of the Employer to maintain Directors and Officers liability insurance, with a minimum coverage of three (3) million dollars throughout the Employment Term. Any termination by the Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (C) Employee resigns his employment with the Company not more than 30 days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event of a termination pursuant to this Section, Section shall be given to the Employer in addition to any other payments writing and shall set forth in detail all acts or benefits to omissions upon which the Employee may is relying to terminate his Employment for Good Reason. If the Employee terminates his Employment for Good Reason, as defined in this Section 3(d) the Employee shall be entitled under the Company’s benefit plans then in effectto receive his accrued and unpaid Salary, the Company shall pay to the Employee, (i) his base salary bonus and other benefits through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, receive Severance Payments as defined in the event of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth in the immediately preceding sentence3(c) above.

Termination by the Employee for Good Reason. 7.6.1. The Employee may terminate the Employee’s employment at any time for Good Reason (as hereinafter defined), upon written notice from the Employee to the Company in connection with his resignation for Good Reason setting forth the effective date of termination (which shall have the right to terminate for “Good Reason” upon not be less than thirty (30) days’ business days from the date such notice is given). 7.6.2. In the event of a termination of the Employee’s employment for Good Reason pursuant to Section 7.6.1: (i) the Company will pay to Employee any earned but unpaid Base Salary through the date of such termination; (ii) the Company will reimburse the Employee’s unreimbursed business expenses pursuant to Section 4.3 for all expenses incurred in the performance of his duties prior written noticeto the date of such termination; (iii) the Company will pay to Employee any earned and accrued but unpaid Annual Bonus as of the date of such termination; (iv) commencing on the day immediately following the date of such termination, the Company will continue to pay to the Employee his then current Base Salary until the expiration of the later of: (a) the second anniversary of the Effective Date, or (b) the twelve (12) month period following such date of termination for Good Reason; provided, however, that if Employee terminates his employment for Good Reason following a Change in Control, the Company will pay to Employee his then current Base Salary until the expiration of the later of: (a) the second anniversary of the Effective Date, or (b) the eighteen (18) month period following such date of termination, which amount shall be paid as a lump sum within thirty (30) days after the date of termination, or, at the Company’s election, in accordance with the Company’s payroll practices in effect from time-to-time. Except as specifically set forth in this Section 7.6, the Company shall have no other liability or obligation hereunder by reason of such termination. 7.6.3. Notwithstanding any other provision in this Agreement to the contrary, Employee hereby agrees and acknowledges that he will not be entitled to and the Company shall have no obligation to pay or provide any amount or benefit provided under Section 7.6 of this Agreement unless Employee executes and delivers to the Company and does not revoke a release satisfactory to the Company in a manner consistent with the requirements of the Age Discrimination in Employment Act. 7.6.4. For purposes of this Agreement, “Good Reason” shall mean mean, as determined by the Company, the first occurrence of either: (i) any material alteration by the CompanyCompany of Employee’s positions, functions, duties or responsibilities that is not remedied by the Company within ten (10) days after receiving notice of such material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the alteration from Employee, including any change that (a) alters Employee’s reporting responsibility or (b) causes Employee’s Position with the Company to become of materially less importance than the applicable positions; (ii) a material and adverse diminution decrease in Employee’s Base Salary that has not been agreed to by the Employee’s job duties, responsibilities ; or authority, (iii) a change in failure of the location where the Employee is required Company to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereof, or (iv) a any of its material reduction in the Employee’s base salary, it being intended obligations under this Agreement that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes of this Agreement. Employee may are not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such event, (B) such event is not corrected, in all material respects, remedied by the Company within 30 ten (10) days following its receipt after receiving notice of such notice, and (C) Employee resigns his employment with the Company not more than 30 days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event of a termination pursuant failure to this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the perform from Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation Employee’s consent to any event which would otherwise constitute “Good Reason” shall cease at the end be conclusively presumed if Employee does not exercise his rights hereunder within ninety (90) days of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth in the immediately preceding sentenceevent.

Termination by the Employee for Good Reason. The Employee shall have the right to terminate for “Good Reason” upon thirty (30) days’ prior written notice. For purposes of this Agreement, “Good Reason” shall mean (i) the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Employee, (ii) a material and adverse diminution in the Employee’s job duties, responsibilities or authority, (iii) a change in the location where the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereof, or (iv) a material reduction in the Employee’s base salary, it being intended that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (C) Employee resigns his employment with the Company not more than 30 days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event of a termination pursuant to this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amounttermination, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth in the immediately preceding sentence.

Termination by the Employee for Good Reason. The (i) If the Employee shall have terminates this Agreement for Good Reason (as defined in Section 7.f.ii), provided that such Employee’s termination occurs within two years of the right to terminate for “Good Reason” upon , the Company shall: (A) Within thirty (30) days’ prior written notice. For purposes days of this Agreementthe Termination Date, “Good Reason” shall mean (i) the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Employee, Employee a lump sum severance payment equal to three (ii3) a material and adverse diminution in times the sum of: a) the Employee’s job dutieshighest Base Salary during the previous two years of employment immediately preceding the Termination Date, responsibilities or authority, (iiiplus b) a change in the location where highest Bonus paid to the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from for a year within the location specified in Section 5 hereof, or (iv) a material reduction in same two year period of employment immediately preceding the Employee’s base salary, it being intended that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such event, Termination Date, (B) such event is not corrected, in all material respects, Pay to the Employee any unpaid expense reimbursement upon presentation by the Company within 30 days following its receipt Employee of an accounting of such noticeexpenses in accordance with normal Company practices, and but no later than March 15 of the year following the year of termination, (C) Employee resigns his employment with Immediately vest any unvested Company stock options and restricted stock (excluding all LTIP shares), (D) Pay any deferred income or Retirement Compensation (under Section 4.c.) or other benefit payments due under this or any other agreements or plans, provided such payments shall be made under the Company not more than 30 days following the expiration of the 30-day correction period described schedule originally contemplated in the foregoing subclause agreement under which they were granted, (B). In the event of a termination pursuant to this Section, in addition to E) Make any other payments or provide any benefits to which earned under this or any other employment agreement or plan, including the Company’s Long-Term Incentive Plan, and (F) Continue coverage of the Employee may be entitled and any dependents covered at the time of termination under the Company’s benefit group health plans then in effect, at the Company shall pay Company’s cost for a period equal to the Employee, lesser of (i) his base salary through the date of termination, and 18 months or (ii) provided that such period as the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as is eligible to employment, benefits and compensation related claims, participate in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employeeanother employer’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth in the immediately preceding sentenceplan.

Termination by the Employee for Good Reason. The Employee may immediately resign the Employee’s position for Good Reason and, in such event, the Employee’s employment shall have the right to terminate for terminate. As used herein, “Good Reason” upon thirty (30) days’ means a material negative change in the employment relationship without the Employee’s prior written noticeconsent, as evidenced by the occurrence of any of the following: (i) a material diminution in the Employee’s title, duties, responsibilities or authority; (ii) reduction of Employee’s base salary and benefits except for across-the-board changes for senior executives of the Company; (iii) exclusion from eligibility to participate in an executive benefit/compensation plan where similarly-situated executives are eligible to participate in such plan; (iv) a change of more than fifty (50) miles in the geographic location at which the Employee must perform Employee’s services unless otherwise mutually agreed, except that a change to the Company’s headquarters in Burlington, Massachusetts shall not constitute Good Reason; or (v) material breach of the Agreement by the Company. For purposes of this Agreement, “Good Reason” shall mean (i) the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Employee, (ii) a material and adverse diminution change in the Employee’s job dutiesreporting structure or hierarchy shall not in and of itself be deemed Good Reason. For each event described above in this Section 1(e), responsibilities or authority, (iii) a change in the location where the Employee is required must notify the Company within ninety (90) days of the occurrence of the event and the Company shall have thirty (30) days after receiving such notice in which to perform his duties and responsibilities which exceeds fifty (50) miles from cure. If the location specified in Section 5 hereofCompany fails to cure, or (iv) a material reduction in the Employee’s base salary, it being intended that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level resignation shall not be considered material for purposes of this Agreement. Employee may not resign Employee’s employment to be for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (C) Employee resigns his employment with the Company not more later than 30 thirty (30) days following after the expiration of the 30-day correction period described in cure period. The Employee’s employment shall terminate on the foregoing subclause (B). In the event of a termination pursuant to this Section, in addition to any other payments or benefits to which date the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth in the immediately preceding sentenceresigns.

Termination by the Employee for Good Reason. The Employee shall have the right to may at any time terminate for “Good Reason” upon thirty (30) days’ prior written notice. For purposes of this Agreement, “Good Reason” shall mean (i) the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Agreement and Employee, (ii) a material and adverse diminution in the Employee’s job duties, responsibilities or authority, (iii) a change in the location where the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereof, or (iv) a material reduction in the Employee’s base salary, it being intended that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (C) Employee resigns his 's employment with the Company not more than 30 days following immediately for Good Reason (as defined in this Section 17) by advising the expiration Company of the 30-day correction period described such determination in the foregoing subclause (B)writing. In the event of a such termination pursuant to this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s shall have no right to receive any compensation or benefit plans then in effect, hereunder or otherwise from the Company shall pay after the Termination Date other than: (a) unpaid Base Salary earned through the Termination Date; (b) any vested PARK Shares; (c) all then-outstanding Company equity-based awards held by Employee, to the Employeeextent subject to time-based vesting, shall vest in full as of the Termination Date; (id) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times twelve (1.0x12) months' Base Salary and Target Annual Incentive, to be paid in accordance with the sum of Company's scheduled payroll practices; (e) incurred but unpaid business expense reimbursement pursuant to Section 7 hereof; (f) subject to Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay 's valid election to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental continue healthcare coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee"), for a the eighteen (18) month period following the Termination Date, the Company shall continue to provide, at the Company's sole expense (whether through direct payment to the plan, reimbursement of twelve (12) months from COBRA premiums or otherwise in the termination dateCompany's discretion), Employee and Employee's eligible dependents with coverage under its group health plans at the same levels as would have applied if Employee's employment had not been terminated, based on Employee's elections in effect on the Termination Date; provided, however, that this obligation shall cease at (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the end expiration of the Benefits Period. These payments will commence on period of continuation coverage to be, exempt from the Company’s first payroll date after application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the termination date and will Company is otherwise unable to continue until the end to cover Employee under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Benefit Period. For Public Health Service Act or the avoidance of doubtPatient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company premium payment shall thereafter be paid to Employee in substantially equal monthly installments over the event of continuation coverage period (or the remaining portion thereof); and (g) any benefits provided pursuant to Section 6 hereof, subject to and in accordance with the terms and conditions applicable thereto. It shall be a termination under this Section 7.E.condition to Employee's right to receive the amounts and benefits provided for in (c), the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth (d) and (f) in the immediately preceding sentencesentence that Employee execute and deliver to the Company an effective Release within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the Termination Date and that Employee not revoke such Release during any applicable revocation period.

Termination by the Employee for Good Reason. The If the Employee shall have terminates the right to terminate Employment for “Good Reason” upon thirty : (301) days’ prior written notice. For purposes of this Agreement, “Good Reason” shall mean (i) the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Employee, (ii) a material and adverse diminution in the Employee’s job duties, responsibilities or authority, (iii) a change in the location where the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereof, or (iv) a material reduction in the Employee’s base salary, it being intended that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (C) Employee resigns his employment with the Company not more than 30 days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event of a termination pursuant to this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee, within thirty (i30) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of following the date of termination and (b) Bonus Amountof the Employment, payable in a single lump sum within 30 days after amount equal to the aggregate of: (i) any base salary earned by but not paid to the Employee for the period preceding the date of termination. In termination of the event Employment, (ii) any vacation days accrued but not taken by the Employee before the date of termination of the Employment, and (iii) any bonus earned by but not paid to the Employee for any year preceding the year in which the date of termination of the Employment occurs; and (2) subject to the Employee’s complying with Sections 8, 9 and 10 and executing a severance payment is made under this Section 7.E.release in the Company’s customary form, (i) the Company shall continue to pay, in accordance with Company’s normal payroll practices, the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, Employee’s base salary for a period of twelve six (126) months from following the date of termination of the Employment; provided that the aggregate amount payable to the Employee pursuant to this Section 7(d)(2)(i) shall be reduced by the amount of any payment in lieu of notice or other severance payment which the Employee may be entitled to receive at law or pursuant to Company policy with respect to the termination dateof the Employment, with such reduction being applied to the first payments otherwise payable; providedand (ii) the Employee shall continue to be entitled to receive the benefits, howeverif any, that this obligation shall cease to which he/she is entitled to receive under Sections 5(d) and (e) at the end date of termination of the Benefits Period. These payments will commence on Employment for a period of six (6) months following the Company’s first payroll date after the of termination date and will continue until the end of the Benefit PeriodEmployment. For the avoidance of doubt, in the event of a termination under this Section 7.E., the The Employee shall not be entitled to receive any other payments under this Agreement except for payment from the Accrued Obligations or as set forth Company in respect of the immediately preceding sentencetermination of the Employment.

Termination by the Employee for Good Reason. 7.6.1. The Employee may terminate the Employee’s employment and his performance of service as a member of the Board at any time for Good Reason (as hereinafter defined), upon written notice from the Employee to the Company in connection with his resignation for Good Reason setting forth the effective date of termination (which shall have the right to terminate for “Good Reason” upon not be less than thirty (30) days’ business days from the date such notice is given). 7.6.2. In the event of a termination of the Employee’s employment for Good Reason pursuant to Section 7.6.1: (i) the Company will pay to Employee any earned but unpaid Base Salary through the date of such termination; (ii) the Company will reimburse the Employee’s unreimbursed business expenses pursuant to Section 4.3 for all expenses incurred in the performance of his duties prior written noticeto the date of such termination; (iii) the Company will pay to Employee any earned and accrued but unpaid Annual Bonus as of the date of such termination; (iv) commencing on the day immediately following the date of such termination, the Company will continue to pay to the Employee his then current Base Salary until the expiration of the later of: (a) the third anniversary of the Effective Date, or (b) the twelve (12) month period following such date of termination for Good Reason; provided, however, that if Employee terminates his employment and performance of service as a member of the Board for Good Reason following a Change in Control, the Company will pay to Employee his then current Base Salary until the expiration of the later of: (a) the third anniversary of the Effective Date, or (b) the eighteen (18) month period following such date of termination, which amount shall be paid as a lump sum within thirty (30) days after the date of termination, or, at the Company’s election, in accordance with the Company’s payroll practices in effect from time-to-time. Except as specifically set forth in this Section 7.6, the Company shall have no other liability or obligation hereunder by reason of such termination. 7.6.3. Notwithstanding any other provision in this Agreement to the contrary, Employee hereby agrees and acknowledges that he will not be entitled to and the Company shall have no obligation to pay or provide any amount or benefit provided under Section 1 or Section 7.6 of this Agreement unless Employee executes and delivers to the Company and does not revoke a release satisfactory to the Company in a manner consistent with the requirements of the Age Discrimination in Employment Act. 7.6.4. For purposes of this Agreement, “Good Reason” shall mean mean, as determined by the Company, the first occurrence of either: (i) any material alteration by the CompanyCompany of Employee’s positions, functions, duties or responsibilities that is not remedied by the Company within ten (10) days after receiving notice of such material breach alteration from Employee, including any change that (a) alters Employee’s reporting responsibility or (b) causes Employee’s Position with the Company to become of less importance than the applicable positions; (ii) a material decrease in Employee’s Base Salary that has not been agreed to by the Employee; (iii) failure of the Company to perform any of its obligations under this Agreement, including, without limitation, its obligation to pay salary to Agreement that are not remedied by the Employee, Company within ten (ii10) a material and adverse diminution in the Employee’s job duties, responsibilities or authority, (iii) a change in the location where the Employee is required days after receiving notice of such failure to perform his duties and responsibilities which exceeds from Employee; or (iv) relocation of the principal office of the Company outside fifty (50) miles from the location specified in Section 5 hereof, or (iv) a material reduction in the Employee’s base salary, it being intended that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (C) Employee resigns his employment with the Company not more than 30 days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event of a termination pursuant to this Sectiongreater Miami, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination dateFlorida area; provided, however, that this obligation Employee’s consent to any event which would otherwise constitute “Good Reason” shall cease at the end be conclusively presumed if Employee does not exercise his rights hereunder within ninety (90) days of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth in the immediately preceding sentenceevent.

Termination by the Employee for Good Reason. The Employee shall have the right to terminate the Employment Period for “Good Reason (as hereinafter defined), provided, that, not later than sixty (60) days following the occurrence of the event giving rise to the alleged "Good Reason” upon ," the Employee shall have given the Corporation written notice of the Employee's decision to terminate his employment (specifying the alleged "Good Reason" in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same within thirty (30) thirty days after receipt of such notice, or, if cure cannot be fully accomplished within thirty (30) days’ prior written notice. For purposes , the Corporation shall not have commenced cure within thirty (30) days after receipt of this Agreement, “such notice and cured the alleged "Good Reason” " as soon as possible thereafter. Notwithstanding the foregoing, if the event giving rise to "Good Reason" is the occurrence of a Change of Control, the Employee shall, at any time on or following the occurrence of the Change of Control, be entitled to terminate his employment for Good Reason upon written notice to the Corporation. In the event that the Employment Period is terminated by the Employee for Good Reason, the Employee shall be entitled to, and his sole remedies shall be, the same benefits provided for in Section 7(d) hereof plus, in the event a Change of Control has occurred, those benefits described in Section 12(b) below. "Good Reason" shall mean (i) the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary assignment to the Employee of duties inconsistent with, or the diminution of, the Employee's positions, titles, offices, duties, responsibilities or status from those set forth in Section 2 hereof, or a change without good cause in the Employee's reporting responsibilities, (ii) a material and adverse diminution reduction in the Employee’s job duties, responsibilities 's Salary or authoritythe Guaranteed Portion of the 1999 Bonus, (iii) a change in the location where the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereof, or (iv) a material reduction in the Employee’s base salary, it being intended 's benefits or perquisites (other than a reduction pursuant to the last sentence of Section 5 hereof); (iv) a requirement that an individual Employee change his place of principal employment to a location other than the metropolitan New York area; or aggregate reduction of more than 10% from (v) the Employee’s prior base salary level shall be considered material for purposes of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (C) Employee resigns his employment with the Company not more than 30 days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event occurrence of a termination pursuant to this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee, (i) his base salary through the date Change of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth in the immediately preceding sentenceControl.

Termination by the Employee for Good Reason. 7.6.1. The Employee may terminate the Employee’s employment and his performance of service as a member of the Board at any time for Good Reason (as hereinafter defined), upon written notice from the Employee to the Company in connection with his resignation for Good Reason setting forth the effective date of termination (which shall have the right to terminate for “Good Reason” upon not be less than thirty (30) days’ business days from the date such notice is given). 7.6.2. In the event of a termination of the Employee’s employment for Good Reason pursuant to Section 7.6.1: (i) the Company will pay to Employee any earned but unpaid Base Salary through the date of such termination; (ii) the Company will reimburse the Employee’s unreimbursed business expenses pursuant to Section 4.3 for all expenses incurred in the performance of his duties prior written noticeto the date of such termination; (iii) the Company will pay to Employee any earned and accrued but unpaid Annual Bonus as of the date of such termination; (iv) commencing on the day immediately following the date of such termination, the Company will continue to pay to the Employee his then current Base Salary until the expiration of the later of: (a) the third anniversary of the Effective Date, or (b) the twelve (12) month period following such date of termination for Good Reason; provided, however, that if Employee terminates his employment and performance of service as a member of the Board for Good Reason following a Change in Control, the Company will pay to Employee his then current Base Salary until the expiration of the later of: (a) the third anniversary of the Effective Date, or (b) the eighteen (18) month period following such date of termination, which amount shall be paid as a lump sum within thirty (30) days after the date of termination, or, at the Company’s election, in accordance with the Company’s payroll practices in effect from time-to-time. Except as specifically set forth in this Section 7.6, the Company shall have no other liability or obligation hereunder by reason of such termination. 7.6.3. Notwithstanding any other provision in this Agreement to the contrary, Employee hereby agrees and acknowledges that he will not be entitled to and the Company shall have no obligation to pay or provide any amount or benefit provided under Section 7.6 of this Agreement unless Employee executes and delivers to the Company and does not revoke a release satisfactory to the Company in a manner consistent with the requirements of the Age Discrimination in Employment Act. 7.6.4. For purposes of this Agreement, “Good Reason” shall mean mean, as determined by the Company, the first occurrence of either: (i) any material alteration by the CompanyCompany of Employee’s positions, functions, duties or responsibilities that is not remedied by the Company within ten (10) days after receiving notice of such material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the alteration from Employee, including any change that (a) alters Employee’s reporting responsibility or (b) causes Employee’s Position with the Company to become of materially less importance than the applicable positions; (ii) a material and adverse diminution decrease in Employee’s Base Salary that has not been agreed to by the Employee’s job duties, responsibilities or authority, ; (iii) a change in failure of the location where the Employee is required Company to perform his duties and responsibilities which exceeds any of its material obligations under this Agreement that are not remedied by the Company within ten (10) days after receiving notice of such failure to perform from Employee; or (iv) relocation of the principal office of the Company outside fifty (50) miles from the location specified in Section 5 hereof, or (iv) a material reduction in the Employee’s base salary, it being intended that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (C) Employee resigns his employment with the Company not more than 30 days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event of a termination pursuant to this Sectiongreater Miami, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination dateFlorida area; provided, however, that this obligation Employee’s consent to any event which would otherwise constitute “Good Reason” shall cease at the end be conclusively presumed if Employee does not exercise his rights hereunder within ninety (90) days of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth in the immediately preceding sentenceevent.

Termination by the Employee for Good Reason. 7.6.1. The Employee may terminate the Employee’s employment at any time for Good Reason (as hereinafter defined), upon written notice from the Employee to the Company in connection with his resignation for Good Reason setting forth the effective date of termination (which shall have the right to terminate for “Good Reason” upon not be less than thirty (30) days’ business days from the date such notice is given). 7.6.2. In the event of a termination of the Employee’s employment for Good Reason pursuant to Section 7.6.1: (i) the Company will pay to Employee any earned but unpaid Base Salary through the date of such termination; (ii) the Company will reimburse the Employee’s unreimbursed business expenses pursuant to Section 4.3 for all expenses incurred in the performance of his duties prior written noticeto the date of such termination; (iii) the Company will pay to Employee any earned and accrued but unpaid Annual Bonus as of the date of such termination; (iv) commencing on the day immediately following the date of such termination, the Company will continue to pay to the Employee his then current Base Salary until the expiration of the later of: (a) the third anniversary of the Effective Date, or (b) the twelve (12) month period following such date of termination for Good Reason; provided, however, that if Employee terminates his employment for Good Reason following a Change in Control, the Company will pay to Employee his then current Base Salary until the expiration of the later of: (a) the third anniversary of the Effective Date, or (b) the eighteen (18) month period following such date of termination, which amount shall be paid as a lump sum within thirty (30) days after the date of termination, or, at the Company’s election, in accordance with the Company’s payroll practices in effect from time-to-time. Except as specifically set forth in this Section 7.6, the Company shall have no other liability or obligation hereunder by reason of such termination. 7.6.3. Notwithstanding any other provision in this Agreement to the contrary, Employee hereby agrees and acknowledges that he will not be entitled to and the Company shall have no obligation to pay or provide any amount or benefit provided under Section 1 or Section 7.6 of this Agreement unless Employee executes and delivers to the Company and does not revoke a release satisfactory to the Company in a manner consistent with the requirements of the Age Discrimination in Employment Act. 7.6.4. For purposes of this Agreement, “Good Reason” shall mean mean, as determined by the Company, the first occurrence of either: (i) any material alteration by the CompanyCompany of Employee’s positions, functions, duties or responsibilities that is not remedied by the Company within ten (10) days after receiving notice of such material breach alteration from Employee, including any change that (a) alters Employee’s reporting responsibility or (b) causes Employee’s Position with the Company to become of less importance than the applicable positions; (ii) a material decrease in Employee’s Base Salary that has not been agreed to by the Employee; or (iii) failure of the Company to perform any of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Employee, (ii) a material and adverse diminution in the Employee’s job duties, responsibilities or authority, (iii) a change in the location where the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereof, or (iv) a material reduction in the Employee’s base salary, it being intended Agreement that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes of this Agreement. Employee may are not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such event, (B) such event is not corrected, in all material respects, remedied by the Company within 30 ten (10) days following its receipt after receiving notice of such notice, and (C) Employee resigns his employment with the Company not more than 30 days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event of a termination pursuant failure to this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the perform from Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation Employee’s consent to any event which would otherwise constitute “Good Reason” shall cease at the end be conclusively presumed if Employee does not exercise his rights hereunder within ninety (90) days of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth in the immediately preceding sentenceevent.

Termination by the Employee for Good Reason. The Employee shall have may terminate this Agreement for good reason upon ninety (90) days written notice to the right to terminate Company setting forth with specificity the grounds for “Good Reason” termination upon thirty the occurrence of any of the following: (30) days’ prior written notice. For purposes of this Agreement, “Good Reason” shall mean (ia) the Company’s material breach failure of the Company to observe or comply with any of its material obligations under this Agreement, including, without limitation, its obligation to pay salary if such failure has not been cured within 30 days after written notice thereof has been given by the Employee to the EmployeeCompany; (b) the dissolution of the Company; or (c) any merger in which the Company is not the surviving corporation and in which the stockholders of the Company own less than 50% of the voting securities of the merged entity upon the effectiveness of the merger, or any consolidation, sale of substantially all of the assets of the Company or change of control of the Company, provided the Employee has not approved the transaction by voting for it either as a director or shareholder. For purposes of clause (iia) a material and adverse diminution in breach by the Employee’s job duties, responsibilities or authority, (iii) Company shall include a material change in the location where reporting responsibilities of the Employee such that the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from no longer effectively serving as the location specified in Section 5 hereofChief Financial Officer of the Company, or (iv) a material reduction in benefits or other perquisites of office such that the Employee’s base salaryEmployee is not receiving the benefits set forth herein or the benefits and other perquisites generally granted for executive positions within the Company. For purposes of clause (c) above, it being intended that an individual or aggregate reduction a "change of more than 10% from the Employee’s prior base salary level control" shall be considered material for purposes presumed to have occurred if within any 12-month period a single person or entity, or related group of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such eventpersons or entities, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (C) Employee resigns his employment with the Company not acquires 50% or more than 30 days following the expiration of the 30-day correction period described in outstanding voting stock of the foregoing subclause (B)Company. In the event of a termination pursuant to for good reason under this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee, Employee (i) his base salary as then in effect under Section 3.1 through the date of termination, and (ii) provided that any incentive compensation awarded to the Employee executes within 21 days after termination of employment under the Incentive Compensation Plan, but not yet paid, and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0xiii) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as benefit set forth in the immediately preceding sentenceSection 4.2.