Common use of Termination by the Executive Clause in Contracts

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and function; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations); or (iv) the material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in breach of this Agreement by the Executive’s responsibilitiesEmployers, authority and function; (ii) a material diminution of, or reduction or adverse alteration of, the Executive’s duties or responsibilities, or the Employers’ assignment of duties, responsibilities or reporting requirements that are inconsistent with his position or that materially expand his duties, responsibilities or reporting requirements without the Executive’s consent, (iii) any requirement by the Employers that the Executive relocate to a principal place of business more than 35 miles from the physical location of the principal office work location of the Executive on the Commencement Date, or (iv) a reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations); or (iv) the material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensationbase salary. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company Employers in writing of the first occurrence of the Good Reason condition within 60 90 days of when the Executive has actual knowledge of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s Employers’ efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 30 days after the end of the Cure Period. If the Company cures Employers cure the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to for Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority or duties provided changes to the Executive’s responsibilities, authority or duties prior to a Change in Control that are made in the good faith discretion of the Company’s CEO as part of the Company’s evolving business needs and functionstrategy shall not be a Good Reason occurrence; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based on the Company’s or Parent’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good ReasonCompany or Parent; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company such that there is an increase of at least thirty (except for required travel on Company business 30) miles of driving distance to an extent substantially consistent with such location from the Executive’s usual business travel obligations)principal residence as of such change; or (iv) the material breach of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 180 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his their employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and function; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations); or (iv) the material breach by the Company of the Company’s agreements or equity incentive plan covering the Option or the stock option agreement governing the stock option RSUs granted to the Executive in connection with his their hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his their employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his the Executive’s employment hereunder at any time for any reason, including but not limited to to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) a material reduction in diminution from the then-current levels of the Executive’s Base Salary or Target Annual Cash Incentive Compensation, except pursuant to a for across-the-board salary reduction program reductions based on the Company’s financial performance similarly affecting substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company to a location that is more than fifty (except 50) miles from where Executive provides services to the Company on the Effective Date (which for required travel on Company business the avoidance of doubt does not include a change of location if the Executive telecommutes and voluntarily relocates or decides to an extent substantially consistent with start commuting into the Executive’s usual business travel obligationsoffice); or (iv) the material breach of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 90 days of after such condition is known to the first occurrence of such conditionExecutive; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist, or while cured temporarily, recurs; and (v) the Executive terminates his the Executive’s employment within 60 days twelve (12) months after the end of the Cure Perioda Good Reason condition exists. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurredoccurred solely for that occurrence of that condition and shall not preclude any other future occurrences of any condition from constituting “Good Reason”.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and function; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide services to the Company (except for required not including any remote working arrangement, or the cessation of any remote working arrangement, related to the COVID-19 pandemic, and not including travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations); or (iv) the material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) Executive, if any, or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The At any time during the Term, the Executive may terminate his the Executive’s employment hereunder at any time for any or no reason, including including, but not limited to, Good Reason. If the Executive provides notice to the Company under Section 1 that the Executive elects to discontinue the extensions, such action shall be deemed a voluntary termination by the Executive and one without Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) without Executive’s consent, a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) except for a diminution that is part of a broader set of salary reductions applicable to the Company’s other senior executives, without Executive’s consent, a material reduction diminution in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good ReasonSalary; (iii) without Executive’s consent, a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)Company; or (iv) the material breach of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” Reason condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith provides Company with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his the Executive’s employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, then Good Reason shall be deemed not to have occurred, and Executive shall be deemed to not have terminated the Executive’s employment in connection therewith.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a the relocation of the Company’s offices such that the Executive’s daily commute is increased by at least fifty (50) miles each way without the written consent of the Executive; (ii) material reduction of the Executive’s annual base salary without the prior consent of the Executive (other than in connection with, and substantially proportionate to, reductions by the Company of the annual base salary of more than fifty percent (50%) of its employees); or (iii) material diminution in the Executive’s responsibilitiesduties, authority and function; (ii) a material reduction or responsibilities without the prior consent of the Executive, other than changes in duties, authority or responsibilities resulting from the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, misconduct; provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided furtherhowever, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles duties, authority or responsibilities or reduction in the geographic location at level of management to which the Executive must provide services to reports resulting solely from a Change in Control which results in the Company being acquired by and made a part of a larger entity shall not constitute Good Reason (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligationseach a “Good Reason Condition”); or (iv) the material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (iA) the Executive reasonably determines in good faith that a “Good Reason” condition Reason Condition has occurred; (iiB) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition Condition within 60 sixty (60) days of the first occurrence of such conditionGood Reason Condition; (iiiC) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 thirty (30) days following such notice (the “Cure Period”) ), to remedy the condition; (ivD) notwithstanding such efforts, the Good Reason condition Condition continues to exist; and (vE) the Executive terminates his employment within 60 sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason condition Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without events: (i) a diminution in the Executive’s express written consent: base salary, except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company, (iii) a material diminution in the Executive’s authority, duties, or responsibilities, authority and function; (ii) a material reduction in the including Executive’s Base Salary except pursuant reporting directly to a salary reduction program affecting substantially all of the employees of the CompanyBoard, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location where the Executive is required to perform services for the Company, from the Company’s offices at which the Executive must provide services to the Company (he was principally employed except for required travel on Company the Company’s business to an extent substantially consistent with the Executive’s usual his or her present business travel obligations); or , and (iv) the any other action or inaction that constitutes a material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensationthis Agreement. “Good Reason Process” shall mean that (iA) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (iiB) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 90 days of the first occurrence of such condition; (iiiC) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; and (ivD) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. If the Company does not cure the Good Reason condition during the Cure Period, then termination for Good Reason shall deemed to have occurred on the 31st day after the Company received notice from the Executive pursuant to clause (B).

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with completed all steps of the “Good Reason Process” Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: consent (each, a “Good Reason Condition”): (i) a material diminution in the Executive’s responsibilities, authority Base Salary and functionTarget Bonus percentage except for across-the-board salary or target bonus percentage reductions similarly affecting all or substantially all similarly situated employees of the Company; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Companyduties (including responsibilities and/or authorities), providedposition, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reasonor title; or (iii) a material change of more than 30 fifty (50) miles in the geographic location locations at which the Executive must provide provides services to the Company; provided that (A) Executive provides Company (except for required travel on Company business with written notice that Executive intends to an extent substantially consistent with the terminate Executive’s usual business travel obligations); or (iv) the material breach by the Company employment hereunder for one of the Company’s equity incentive plan or circumstances set forth in this Section 3(d) within thirty (30) days of Executive becoming aware of such circumstance occurring, (B) if such circumstance is capable of being cured, Company has failed to cure such circumstance within a period of thirty (30) days from the stock option agreement governing the stock option granted to the date of such written notice, and (C) Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the terminates Executive’s employmentemployment within sixty (60) days from the date the Good Reason has occurred (the foregoing clauses (A) through (C), benefits or compensation. the “Good Reason Process” ”). For purposes of clarification, the Good Reason Process shall mean that (i) apply separately to each occurrence of a Good Reason Condition, and failure to adhere to the Good Reason Process in the event of one occurrence of a Good Reason Condition shall not disqualify Executive reasonably determines in good faith that from completing the Good Reason Process for any subsequent occurrence of a Good Reason Condition. For purposes of this Agreement, “Good Reason” condition has occurred; shall be interpreted in a manner, and limited to the extent necessary, so that it shall not cause adverse tax consequences for either party with respect to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any successor statute, regulation and guidance thereto. Notwithstanding the foregoing, any of the actions described in subclause (ii) herein that are taken in connection with a transaction in which the Executive notifies the Company in writing owners of Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the first outstanding voting power of Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from Company shall not be deemed to constitute an occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurredReason.

Termination by the Executive. The Executive may terminate his his/her employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties, including a change in reporting relationship; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company more than twenty (except for required travel on Company business to an extent 20) miles away from the current location unless Executive can reasonably perform substantially consistent all of his/her duties remotely with the Executive’s usual business travel obligations)reasonable accommodation; or (iv) the material breach by the Company of this Agreement or material violation of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and written employment policies by the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence Executive’s discovery of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his his/her employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred; provided, however, that if the same Good Reason condition occurs again within 12 months thereafter, the Executive shall be entitled to terminate his/her employment hereunder for Good Reason without having to comply with the Good Reason Process again.

Termination by the Executive. The Executive may terminate his Executive's employment hereunder at any time may be terminated by the Executive for any reason, including but not limited or for no reason whatsoever, by giving notice of such termination (the "Executive's Notice") to the Company, which termination shall be effective as of the end of the day on the later of (i) the thirtieth (30th) day after the Company's receipt of the Executive's Notice, or (ii) such later date, if any, specified by the Executive therein, unless such effective date is accelerated (1) by the Company as provided below or (2) pursuant to the third sentence of this subsection 7.5. Until the effective date of such termination (without giving effect to the third sentence of this subsection 7.5), the Executive shall be obligated to continue to perform the Services at all times; provided, however, the Company reserves the right, exercisable by giving notice to the Executive, to accelerate the effective date of termination pursuant to this subsection 7.5 to any date on or after the thirtieth (30th) day after the Company's receipt of the Executive's Notice. In the event that, prior to the effective date of termination set forth above in this subsection 7.5, the Executive ceases performing the Services, other than as a result of the Company's acceleration of the effective date (as described above), then such termination shall be deemed effective as of the end of the day on the date that the Executive ceases performing the Services. If the Executive terminates his employment, as provided above and states in his notice of termination Good ReasonReason for the termination, then such termination shall be effective immediately. For purposes of this Agreementhereof, “Good Reason” "GOOD REASON" shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in breach of this Agreement by the Executive’s responsibilities, authority and functionCompany; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees insolvency of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles reduction by the Company in the geographic location at Executive's annual base salary as then in effect; (iv) a new Company requirement is instituted which requires the Executive must provide services to change his work location to a location greater than fifty (50) miles from Executive's work location immediately prior to the Company (except for required institution of the requirement; but not including a requirement that the Executive travel on Company the Company's business to an extent substantially consistent with the Executive’s usual his present business travel obligations); , or (ivv) the material breach The failure by the Company of Company, without the Company’s equity incentive plan or the stock option agreement governing the stock option granted Executive's consent, to pay to the Executive in connection with any portion of his hire (as described in the Offer Letter) compensation, or any other material agreement between to pay to the Executive and the Company, if any, concerning the terms and conditions any portion of an installment of deferred compensation under any deferred compensation program of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that Company within seven (i7) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of date such condition; (iii) the Executive cooperates compensation is due, unless such failure to pay is reasonably in good faith with dispute by the Company’s efforts. The Executive's right to terminate his employment pursuant to this subsection shall not be affected by his incapacity due to physical or mental illness. The Executive's continued employment shall not constitute consent to, for or a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such effortswaiver of rights with respect to, the any circumstance constituting Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurredhereunder.

Termination by the Executive. The Executive may terminate his the Executive’s employment hereunder at any time for any reason, including but not limited to to, Good Reason. For purposes of this Agreement, (1) at any time on or prior to January 29, 2019, “Good Reason” shall mean the Executive’s providing Notice of Termination (as defined in Section 3(f)) of the Executive’s employment with the Company for any reason, provided that the Executive has complied not been offered the position of chief executive officer of another Flagship portfolio company, and (2) at any time following January 29, 2019, “Good Reason” shall mean termination of the Executive’s employment with the “Good Reason Process” Company (hereinafter definedor any of its subsidiaries) following in accordance with the next sentence after the occurrence of any one or more of the following events without the Executive’s express prior written consent: (i) a material diminution reduction in the Executive’s authority, duties, or responsibilities, authority and function; (ii) a material reduction in the Executive’s Base Salary and/or target annual cash incentive compensation opportunity as in effect immediately prior to such reduction, except pursuant to a salary reduction program for across-the-board reductions based on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; or (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations); or (iv) the any material breach by the Company or a subsidiary of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or Company of any other material agreement between the Executive and the Company, if any, concerning the terms and conditions provision of this Agreement. In order for termination of the Executive’s employmentemployment to be for Good Reason, benefits or compensation. “Good Reason Process” shall mean that (iw) the Executive reasonably determines in good faith that a must provide the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence initial existence of such condition; the grounds for “Good Reason,” (iiix) the Executive cooperates must cooperate in good faith with the Company’s efforts, for a cure period not less than of 30 days following such the date of written notice (the “Cure Period”) ), to remedy the condition; grounds for “Good Reason,” (ivy) notwithstanding such effortsgrounds must not have been cured during the Cure Period, the Good Reason condition continues to exist; and (vz) the Executive terminates his must terminate the Executive’s employment within 60 days after the end of following the Cure Period. If the Company cures the grounds for “Good Reason condition Reason” during the Cure Period, “Good Reason Reason” shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his ---------------------------- employment hereunder at any time for any reason, including but not limited to "Good Reason" by delivering to the Company (1) a Preliminary Notice of Good Reason (as defined below), and (2) not earlier than thirty (30) days from the delivery of such Preliminary Notice, a Notice of Termination. For purposes of this Agreement, “"Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: " means (i) a material diminution in the Executive’s responsibilities, authority failure to continue the Executive as President and functionChief Executive Officer - MAST Industries or such other capacity as contemplated by Section 2 hereof; (ii) a material reduction in the assignment to the Executive of any duties materially inconsistent with the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company's positions, providedduties, that it does not adversely affect the Executive to a greater extent than other similarly situated employees andauthority, provided further, that any reduction responsibilities and reporting requirements as set forth in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good ReasonSection 2 hereof; (iii) a reduction in or a material change delay in payment of more than 30 miles the Executive's total cash compensation and benefits from those required to be provided in the geographic location at which the Executive must provide services to the Company (except for required travel on Company business to an extent substantially consistent accordance with the Executive’s usual business travel obligations)provisions of this Agreement; or (iv) the material breach Company, the Board or any person controlling the Company requires the Executive to be based outside of the United States, other than on travel reasonably required to carry out the Executive's obligations under the Agreement or (v) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within 15 days after a merger, consolidation, sale or similar transaction; provided, however, that "Good -------- ------- Reason" shall not include (A) acts not taken in bad faith which are cured by the Company in all respects not later than thirty (30) days from the date of receipt by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to a written notice from the Executive identifying in connection with his hire reasonable detail the act or acts constituting "Good Reason" (as described in the Offer Lettera "Preliminary Notice of Good Reason") or any other material agreement between (B) acts taken by the Executive and the Company, if any, concerning the terms and conditions Company by reason of the Executive’s employment, benefits 's physical or compensationmental infirmity which impairs the Executive's ability to substantially perform the duties under this Agreement. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing A Preliminary Notice of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurrednot, by itself, constitute a Notice of Termination.

Termination by the Executive. The Executive may terminate his ---------------------------- employment hereunder at any time for any reason, including but not limited to "Good Reason" by delivering to the Company (1) a Preliminary Notice of Good Reason (as defined below), and (2) not earlier than thirty (30) days from the delivery of such Preliminary Notice, a Notice of Termination. For purposes of this Agreement, “"Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: " means (i) a material diminution in the Executive’s responsibilitiesfailure to continue the Executive as Executive Vice President and Director of Human Resources of The Limited, authority and functionInc. or such other capacity as contemplated by Section 2 hereof; (ii) a material reduction in the assignment to the Executive of any duties materially inconsistent with the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company's positions, providedduties, that it does not adversely affect the Executive to a greater extent than other similarly situated employees andauthority, provided further, that any reduction responsibilities and reporting requirements as set forth in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good ReasonSection 2 hereof; (iii) a reduction in or a material change delay in payment of more than 30 miles the Executive's total cash compensation and benefits from those required to be provided in the geographic location at which the Executive must provide services to the Company (except for required travel on Company business to an extent substantially consistent accordance with the Executive’s usual business travel obligations)provisions of this Agreement; or (iv) the material breach Company, the Board or any person controlling the Company requires the Executive to be based outside of the United States, other than on travel reasonably required to carry out the Executive's obligations under the Agreement or (v) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within 15 days after a merger, consolidation, sale or similar transaction; provided, however, that "Good -------- ------- Reason" shall not include (A) acts not taken in bad faith which are cured by the Company in all respects not later than thirty (30) days from the date of receipt by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to a written notice from the Executive identifying in connection with his hire reasonable detail the act or acts constituting "Good Reason" (as described in the Offer Lettera "Preliminary Notice of Good Reason") or any other material agreement between (B) acts taken by the Executive and the Company, if any, concerning the terms and conditions Company by reason of the Executive’s employment, benefits 's physical or compensationmental infirmity which impairs the Executive's ability to substantially perform the duties under this Agreement. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing A Preliminary Notice of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurrednot, by itself, constitute a Notice of Termination.

Termination by the Executive. The Executive may terminate his her employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) the assignment to the Executive of any duties materially inconsistent in any respect with the Executive’s position (including title) or duties contemplated by Section 1(b) hereof, or any other action by the Company or the Employer which results in a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to Salary; (iii) following a salary reduction program affecting substantially all of the employees of the CompanyChange in Control (as defined below), provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction diminution in the Executive’s Base Salary of more than ten percent Salary, (10%) shall constitute Good Reason; (iiiiv) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company (except for required travel on Company business to an extent substantially consistent with and the Executive’s usual business travel obligations)Employer; or (ivv) the material breach by the Company of the Company’s equity incentive plan or and the stock option agreement governing the stock option granted Employer’s failure to cure a material breach of their obligations under this Agreement after written notice is delivered to the Executive in connection with his hire (as described in Company and the Offer Letter) or any other material agreement between Employer by the Executive which specifically identifies the manner in which the Executive believes the Company and the Company, if any, concerning Employer have breached their obligations under the terms and conditions of the Executive’s employment, benefits or compensationAgreement. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company Board in writing of the first occurrence of the Good Reason condition within 60 30 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s and/or the Employer’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his her employment within 60 days after the end of the Cure Period. If the Company and the Employer cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean that the Executive has complied with the “"Good Reason Process” " (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written 's consent: (i) a material diminution reduction in the Executive’s responsibilities's duties, authority and functionauthorities or responsibilities as in effect on the Effective Date or a requirement that the Executive report to anyone other than the President or Chief Executive Officer ; (ii) a material reduction in the Executive’s Base Salary except pursuant to a 's annual base salary or annual bonus opportunity (other than an across-the-board reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reasonapplicable to all senior executive officers which occurs prior to a Change in Control); (iii) a material change of more than 30 miles reduction in Executive's benefits in the geographic location at which aggregate (other than an across-the-board reduction of benefit levels) from those provided to Executive as of the Executive must provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)Effective Date; or (iv) a relocation of Executive's principal place of employment out of the city of Boston, Massachusetts, (v) a material breach of any provision of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning (vi) the terms and conditions failure of the Executive’s employmentCompany to have a successor entity specifically assume this Agreement within ten (10) business days after a Change in Control or (vii) the insolvency of the Company or the filing (by any party, benefits or compensationincluding the Company) of a petition for bankruptcy with respect to the Company, which petition is not dismissed within 60 days. “"Good Reason Process” " shall mean that that: (i) the Executive reasonably determines in good faith that a “"Good Reason” " condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 not later than ninety (90) days of after the first initial occurrence of such condition; an event deemed to give rise to a right to terminate for Good Reason, and (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to existexist thirty (30) days following delivery of such notice (the "Cure Period") (other than the event in clause (vii), which shall not be subject to cure or the Cure Period); and (v) the Executive terminates his employment within 60 ninety (90) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, such Good Reason condition shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties, including a change in the Executive’s reporting obligation from the Board to another employee of the Company; (ii) the Executive is (A) not nominated by the Company as a material reduction director of the Board at the expiration of any applicable Board term prior to a Change of Control or (B) is not designated as the sole CEO of the Company or any combined company following a Change in Control as defined in Section 5; (iii) a diminution in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does Company not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10exceeding 15%) shall constitute Good Reason; (iiiiv) a material change of more than 30 miles in the principal geographic location at which the Executive must is required to provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)Company; or (ivv) the material breach of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (iA) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (iiB) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of obtaining knowledge of the first occurrence of such condition; (iiiC) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (ivD) notwithstanding such efforts, the Good Reason condition continues to exist; and (vE) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason, subject to the advance notice requirements in Section 3(g) and, if applicable, the Good Reason Process described herein. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (each a “Good Reason Condition”): (i) a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the CompanySalary, providedMinimum Bonus, that it does not adversely affect the Executive to a greater extent than other similarly situated employees andTarget Annual Bonus, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reasonand/or Target Grant; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company (except for required travel on including, without limitation, requiring the Executive to relocate to the Company’s Minnesota offices or other successor location where the Company business to an extent substantially consistent with the Executive’s usual business travel obligationsmay hereafter maintain it offices); or (iv) the material breach of this Agreement by the Company Company. For the avoidance of doubt, the Company’s equity incentive plan hiring of a new Chief Executive Officer, whether with or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of without the Executive’s participation, cooperation or consent, shall constitute a Good Reason Condition (which shall be deemed to occur on the first day of such new Chief Executive Officer’s employment, benefits or compensation). “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition Condition within 60 90 days of the first occurrence of such conditionGood Reason Condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than of 30 days following such notice (the “Cure Period”) ), to remedy the conditionGood Reason Condition; (iv) notwithstanding such efforts, the Good Reason condition Condition continues to exist; and (v) the Executive terminates his employment within 60 90 days after the end of the Cure Period. If the Company cures the Good Reason condition Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Notwithstanding anything to the contrary in this Agreement, the Executive may terminate his employment hereunder upon thirty (30) days written notice to the Company provided that the Company may pay the Executive his Salary in lieu of any portion of such notice period. The Executive may also terminate his employment hereunder after giving the Company written notice no more than thirty (30) days after the occurrence of an event which constitutes Good Reason, in which event the Company shall (i) pay the Executive on the effective date of termination all earned and unpaid Salary, earned and unpaid bonuses, and accrued and unused vacation; (ii) continue to pay the Executive the Salary and shall provide medical, life and disability coverage, under the same conditions as exist at the time of termination, for a six (6) month period beginning on the effective date of the termination provided the Company executes such release and delivers an executed counterpart to the Executive; and (iii) notwithstanding anything to the contrary in any stock option agreement, any unvested stock options granted to the Executive shall accelerate and vest in full on the effective date of termination and the Executive may exercise such options at any time for any reason, including but not limited up to Good Reasontwo-hundred seventy (270) days after the effective date of termination of his employment. For purposes As a condition of receiving such benefits pursuant to this Agreement, “Good Reason” shall mean that the Executive has complied with shall execute and deliver to the “Company prior to his receipt of such benefits a general release substantially in the form attached hereto as Exhibit A provided the Company executes such release and delivers an executed counterpart to the Executive. Notwithstanding anything to the contrary in this Section 5(c), if the Executive terminates his employment for Good Reason Process” Upon Change in Control, then the Executive shall receive the benefits set forth in Section 5(d) below rather than as set forth in this Section 5(c). (hereinafter definedd) following Termination By Company or Executive After Change in Control. Notwithstanding anything to the occurrence contrary in this Agreement, in the event of any of a Termination Without Cause Upon Change in Control, or termination by the Executive for Good Reason Upon Change in Control, the Company shall provide the Executive the following events without the Executive’s express written consentbenefits: (i) a material diminution in the Executive’s responsibilities, authority all earned and functionunpaid Salary and bonuses; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reasonaccrued and unused vacation; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide services lump sum payment equal to the Company (except for required travel on Company business to an extent substantially consistent with 2.99 times the Executive’s usual business travel obligations); or average annual cash compensation during the previous five (iv5) years (or, if the material breach Executive has been employed by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following shorter period, then the average during such notice (the “Cure Period”) to remedy the conditionshorter period); (iv) notwithstanding anything to the contrary in any stock option agreement, upon the Executive acknowledging in a signed writing the surrender of all his rights to vested and unvested stock options granted to him by the Company, a lump sum equal to the difference between the exercise price of such effortsstock options and the higher of (x) the fair market value of the option shares on the effective date of the termination, or (y) the Good Reason condition continues to existhighest effective price paid for the Company’s common stock by any acquirer in connection with the Change in Control; (v) medical, life and disability coverage for a period of twelve (12) months after the effective date of the termination, or until the Executive receives comparable coverage from another employer, whichever occurs first; and (vvi) all accrued retirement and deferred compensation plans vest in full. Items (i) through (iv) shall be paid to the Executive terminates his employment within 60 twenty (20) days after the end effective date of the Cure Periodtermination. If As a condition of receiving such benefits pursuant to this Agreement, the Executive shall execute and deliver to the Company cures prior to his receipt of such benefits a general release substantially in the Good Reason condition during form attached hereto as Exhibit A provided the Cure Period, Good Reason shall be deemed not Company executes such release and delivers an executed counterpart to have occurred.the Executive. (e)

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a demotion or any material diminution in of the Executive’s responsibilitiesposition, authority authority, duties or responsibilities and functionwhich shall include (but not be limited to) the Executive having a position, authority, duties or responsibilities after a Change in Control with respect to a division or line of business, rather than a substantially comparable position, authority, duties or responsibilities with respect to the Company’s successor or acquirer, (ii) a requirement that the Executive report to work more than 30 miles from the Company’s existing headquarters (not including normal business travel required of the Executive’s position and which is substantially comparable to the business travel historically required of the Executive); (iiiii) a material reduction in the Executive’s Base Salary Salary, bonus opportunity or benefits, except pursuant to a salary for an across-the-board reduction program affecting all or substantially all senior executives of the employees of the Company, provided, that it does not adversely affect the Executive to Company and which is implemented before a greater extent than other similarly situated employees and, provided further, that any reduction Change in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)Control occurs; or (iv) the material breach of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 30 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period of not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties, provided that any organizational change that results only in a change in the Executive’s reporting structure prior to a Change in Control shall not constitute a material diminution in the Executive’s responsibilities, authority or duties; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)Company; or (iv) the material breach of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to his authorized representative or estate) (i) any Base Salary earned through the Date of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement) and unused vacation that accrued through the Date of Termination on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination; and (ii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Obligations”).

Termination by the Executive. The Executive may terminate his ---------------------------- employment hereunder at any time for any reason, including but not limited to "Good Reason" by delivering to the Company (1) a Preliminary Notice of Good Reason (as defined below), and (2) not earlier than thirty (30) days from the delivery of such Preliminary Notice, a Notice of Termination. For purposes of this Agreement, “"Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: " means (i) a material diminution in the Executive’s responsibilitiesfailure to continue the Executive as Vice Chairman and Chief Administrative Officer of The Limited, authority and functionInc. or such other capacity as contemplated by Section 2 hereof; (ii) a material reduction in the assignment to the Executive of any duties materially inconsistent with the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company's positions, providedduties, that it does not adversely affect the Executive to a greater extent than other similarly situated employees andauthority, provided further, that any reduction responsibilities and reporting requirements as set forth in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good ReasonSection 2 hereof; (iii) a reduction in or a material change delay in payment of more than 30 miles the Executive's total cash compensation and benefits from those required to be provided in the geographic location at which the Executive must provide services to the Company (except for required travel on Company business to an extent substantially consistent accordance with the Executive’s usual business travel obligations)provisions of this Agreement; or (iv) the material breach Company, the Board or any person controlling the Company requires the Executive to be based outside of the United States, other than on travel reasonably required to carry out the Executive's obligations under the Agreement or (v) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within 15 days after a merger, consolidation, sale or similar transaction; provided, however, that "Good -------- ------- Reason" shall not include (A) acts not taken in bad faith which are cured by the Company in all respects not later than thirty (30) days from the date of receipt by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to a written notice from the Executive identifying in connection with his hire reasonable detail the act or acts constituting "Good Reason" (as described in the Offer Lettera "Preliminary Notice of Good Reason") or any other material agreement between (B) acts taken by the Executive and the Company, if any, concerning the terms and conditions Company by reason of the Executive’s employment, benefits 's physical or compensationmental infirmity which impairs the Executive's ability to substantially perform the duties under this Agreement. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing A Preliminary Notice of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurrednot, by itself, constitute a Notice of Termination.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and function; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations); or (iv) the material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer LetterPrior Agreement) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his the Executive’s employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)Company; or (iv) the material breach of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his the Executive’s employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.. (f) Notice of Termination. Except for termination as a result of the Executive’s death, any termination of the Executive’s employment by the Company or any such termination by the Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon. (g) Date of Termination. “Date of Termination” shall mean: (i) if the Executive’s employment is terminated by the Executive’s death, the date of the Executive’s death; (ii) if the Executive’s employment is terminated on account of disability or by the Company with or without Cause, the date on which Notice of Termination is given; (iii) if the Executive’s employment is terminated by the Executive without Good Reason, 30 days after the date on which a Notice of Termination is given, and (iv) if the Executive’s employment is terminated by the Executive with Good Reason, the date on which a Notice of Termination is given after the end of the Cure Period. Notwithstanding the foregoing in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and such acceleration shall not result in a termination by the Company for purposes of this Agreement. 3 ACTIVE/84481365.5

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and function; an adverse change to the Executive’s job title as Chief Executive Officer, or a change in the Executive’s reporting relationship that results in the Executive no longer reporting directly to the Board (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must regularly report to work and provide services to the Company (except for required not including any remote working arrangement, or the cessation of any remote working arrangement, related to the COVID-19 pandemic, and not including travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligationsbusiness); or (iv) the material breach by the Company of this Agreement, the Company’s equity incentive plan or plan, the stock option agreement agreements governing the stock option granted any stock-based awards made to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation; or (v) the Executive’s removal from or failure to be elected to the Board. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his her employment hereunder at any time for any reason, including but not limited to Good Reason or without Good Reason. For purposes of this Agreement, Agreement “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any one or more of the following events (in each case, without the Executive’s express prior written consent: ): (i) any material breach of this Agreement (including, but not limited to, a material diminution failure to comply with any of the provisions of Sections 3 and 4 of this Agreement in any respect by the Company, (ii) the Company’s assignment of the Executive to a position that has materially less authority, status, or functional responsibility than the Executive’s responsibilitiesposition with the Company as of the Commencement Date, authority and function; or the Company’s assignment to the Executive (iiwithout a change in position) a material of duties that are not those of an executive at the Executive’s management level, (iii) the reduction in of the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the CompanySalary, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations); or (iv) the material breach Company’s requirement that the Executive move her primary place of employment more than thirty (30) miles from her initial place of employment or (v) upon any Change of Control event as defined in Treasury Regulation Section 1.409A-3(i)(5) provided, that, within 12 months of the Change of Control event the Company terminates the Executive’s employment or fails to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place. Notwithstanding the foregoing, the Executive shall not have G0ood Reason to terminate her employment unless the event giving rise to Good Reason is not fully remedied within thirty (30) days after receipt by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to a written notice from the Executive in connection with his hire of such event, which written notice must be provided within ninety (as described in 90) days after the Offer Letter) initial occurrence of such event (or any other material agreement between the Executive and the Companyif later, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensationdiscovery of such event). “A termination for Good Reason Processcannot occur later than two (2) years following the initial occurrence of the applicable event (or, if later, the Executive’s discovery of such event). For purposes of this Agreement, termination by the Executive “without Good Reason” shall mean that (i) termination by the Executive reasonably determines in good faith that of her employment for any reasons other than a “termination for Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) the Executive is not elected to, or is removed, from the Company’s Board; (Hi) the Executive is made to report to anyone other than the Board; (iv) a material reduction diminution in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good ReasonSalary; (iiiv) a material change of more than 30 miles in the geographic location at which the Executive must provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations); or (iv) the material breach requirement by the Company that the Executive relocate without his consent, or the failure of the Company to establish the Company’s corporate headquarters in Massachusetts within three (3) months of a Triggering Event, as defined in Section 4, or thereafter, a relocation of the Company’s equity incentive plan corporate headquarters outside of Massachusetts, without Executive’s consent; or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other vi)the material agreement between the Executive and breach of a material provision of this Agreement by the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the i)the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 30 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 30 days after the end of the me Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties or reporting relationship, which in the case of a Change in Control (as defined in Section 5) shall include the failure of the acquiring company to appoint Executive as the CFO of the senior most entity in the affiliated group in which the acquiring company is then a member; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)Company; or (iv) the a material breach of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at with Chanticleer for Good Reason or without Good Reason, by written notice to Chanticleer effective no earlier than 30 days after the date of such notice of termination is other than for Good Reason (provided that Chanticleer shall have the right to waive such 30-day notice period and accelerate termination to any time date on or after the date of such notice) and effective upon the expiration of the cure period described below in this Section 6.2 if termination is for any reason, including but not limited to Good Reason. For purposes During any period between receipt of this Agreementnotice of termination from the Executive, Chanticleer may suspend, reduce, or otherwise modify any or all of Executive’s authority, duties, and responsibilities, and may require the Executive’s absence from Chanticleer offices without any such suspension, reduction, modification, or requirement constituting grounds for Good Reason. “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: means (i) a material diminution in the Executive’s authority, duties, position or responsibilities, authority and function; (ii) a material reduction in the of Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than or other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reasoncompensation; (iii) a material change relocation of Executive’s principal office to a location more than 30 fifty (50) miles from Executive’s office location in Oceanside, California (excluding reasonable business travel required as part of Executive’s duties); (iv)a material diminution in the geographic location at budget over which Executive retains authority that, in effect, substantially and materially alters Executive’s duties; (v) the Executive must provide services to failure of the Company (except for required travel on Company business or any successor to an extent substantially consistent with the Executive’s usual business travel obligations)honor any material term of this Agreement; or (ivvi) the material breach by the Company modification or termination of the Companyany bonus arrangement or agreement without Executive’s equity incentive plan or the stock option agreement governing the stock option granted to written consent. An event described in this Section 6.2 will not constitute Good Reason unless the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions provides written notice to Chanticleer of the Executive’s employment, benefits or compensation. “intention to resign for Good Reason Process” shall mean that (i) and specifying the Executive reasonably determines in good faith that a “event or circumstance giving rise to Good Reason” condition has occurred; (ii) Reason within 90 days of its initial existence and Chanticleer does not cure such breach or action within 30 days after the Executive notifies the Company in writing date of the first occurrence Executive’s notice and Executive actually terminates his employment within one hundred and eighty (180) calendar days after the expiration of the remedy period without remedy of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.by Chanticleer

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and function; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees senior executives of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations); or (iv) the material breach by the Company of the Company’s equity incentive plan or the restricted stock option agreement governing the restricted stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 30 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic principal location at which the Executive must provide provides services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)of 50 miles or more; or (iv) the material breach of this Agreement by the Company of (each a “Good Reason Condition”). Notwithstanding the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Companyforegoing, if any, concerning the terms and conditions a suspension of the Executive’s employmentresponsibilities, benefits authority and/or duties for the Company during any portion of a bona fide internal investigation or compensationan investigation by regulatory or law enforcement authorities shall not be a Good Reason Condition. “Good Reason Process” shall mean that (iI) the Executive reasonably determines in good faith that a “Good Reason” condition Reason Condition has occurred; (iiII) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition Condition within 60 days of the first occurrence of such condition; (iiiIII) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the conditionGood Reason Condition; (ivIV) notwithstanding such efforts, the Good Reason condition Condition continues to exist; and (vV) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) the assignment to the Executive of any duties materially inconsistent in any respect with the Executive’s position (including title) or duties contemplated by Section 1(b) hereof, or any other action by the Company or the Employer which results in a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to Salary; (iii) following a salary reduction program affecting substantially all of the employees of the CompanyChange in Control (as defined below), provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction diminution in the Executive’s Base Salary of more than ten percent Salary, (10%) shall constitute Good Reason; (iiiiv) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company (except for required travel on Company business to an extent substantially consistent with and the Executive’s usual business travel obligations)Employer; or (ivv) the material breach by the Company of the Company’s equity incentive plan or and the stock option agreement governing the stock option granted Employer’s failure to cure a material breach of their obligations under this Agreement after written notice is delivered to the Executive in connection with his hire (as described in Company and the Offer Letter) or any other material agreement between Employer by the Executive which specifically identifies the manner in which the Executive believes the Company and the Company, if any, concerning Employer have breached their obligations under the terms and conditions of the Executive’s employment, benefits or compensationAgreement. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company Board in writing of the first occurrence of the Good Reason condition within 60 30 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s and/or the Employer’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company and the Employer cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and function, an adverse change to the Executive’s job title as President and Chief Executive Officer, or a change in the Executive’s reporting relationship that results in the Executive no longer reporting directly to the Board; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must regularly report to work and provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligationsbusiness); or (iv) the material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensationthis Agreement. “Good Reason Process” shall mean that (iA) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (iiB) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iiiC) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (ivD) notwithstanding such efforts, the Good Reason condition continues to exist; and (vE) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his his/her employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties, including a change in reporting relationship; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company more than fifty (except for required travel on Company business to an extent 50) miles away from the current location unless Executive can reasonably perform substantially consistent all of his/her duties remotely with the Executive’s usual business travel obligations)reasonable accommodation; or (iv) the material breach by the Company of this Agreement or material violation of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and written employment policies by the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence Executive’s discovery of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his his/her employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred; provided, however, that if the same Good Reason condition occurs again within 12 months thereafter, the Executive shall be entitled to terminate his/her employment hereunder for Good Reason without having to comply with the Good Reason Process again.

Termination by the Executive. The Executive may terminate his the Executive’s employment hereunder at any time for any reason, including but not limited to to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” Process (hereinafter definedas defined below) following the occurrence of any of the following events without events: (i) a diminution in the Executive’s express written consent: title, responsibilities, authority or duties; (iii) a change in the Executive reporting directly and solely to the Board or a change that results in not all employees reporting directly or indirectly to the Executive as provided in Section 1; (iii) a material diminution in the Executive’s responsibilities, authority and function; (ii) a material reduction in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does Company not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (exceeding 10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations); or (iv) the material breach of this Agreement by the Company, including the failure of the Company to issue the Initial RSUs or Initial PSUs within 30 days of the Effective Date; or (v) the failure of the Company to nominate the Executive for reelection to the Board or the failure of the Executive to be elected to the Board by the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensationstockholders. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of becoming aware of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his the Executive’s employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and function; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide perform services to for the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations); or (iv) the material breach by the Company of the Company’s equity incentive plan or the stock option agreement agreements governing the certain stock option options granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 30 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to with or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” Process (hereinafter defined) following the occurrence of any one or more of the following events without the consent of the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and function; (ii) a material reduction in the Executive’s Base Salary except pursuant (other than in connection with a diminution in base salary that is proportionately applied to a salary reduction program affecting substantially all of the employees senior executives of the Company), providedunless the Company is a publicly-traded company on the date of such diminution, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in which case such diminution in the Executive’s Base Salary of must be more than ten percent (10%) shall constitute Good Reason(other than in connection with a diminution in base salary that is proportionately applied to all senior executives of the Company); (iiiii) a material change of more than 30 miles in the geographic location at which the Executive must provides services to the Company by more than fifty (50) miles (provided that moving the Company’s corporate headquarters shall not constitute a change in geographic location, so long as the Executive continues to be able to provide services to the Company from a location not more than fifty (except for required travel on Company business to an extent substantially consistent with 50) miles from the Executive’s usual business travel obligationslocation where the Executive currently provides services); or (iviii) the a material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions diminution of the Executive’s employment, benefits title or compensationreporting relationship at any time following the Closing. “Good Reason Process” shall mean that (i1) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii2) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 thirty (30) days of after the first occurrence of such condition; (iii3) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 of thirty (30) days following such notice (the “Cure Period”) to remedy the condition; (iv4) notwithstanding such efforts, the Good Reason condition continues to existexist following the Cure Period; and (v5) the Executive terminates his employment with the Company within 60 thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall will be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his her employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties or reporting relationship, which in the case of a Change in Control (as defined in Section 5) shall include the failure of the acquiring company to appoint Executive as the CFO of the senior most entity in the affiliated group in which the acquiring company is then a member; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)Company; or (iv) the a material breach of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his her employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to with or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” Process (hereinafter defined) following the occurrence of any one or more of the following events without the consent of the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and function; (ii) a material reduction in the Executive’s Base Salary except pursuant (other than in connection with a diminution in base salary that is proportionately applied to a salary reduction program affecting substantially all of the employees senior executives of the Company), providedunless the Company is a publicly-traded company on the date of such diminution, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in which case such diminution in the Executive’s Base Salary of must be more than ten percent (10%) shall constitute Good Reason(in all cases, other than in connection with a diminution in base salary that is proportionately applied to all senior executives of the Company); (iiiii) a material change of more than 30 miles in the geographic location at which the Executive must provides services to the Company by more than fifty (50) miles (provided that moving the Company’s corporate headquarters shall not constitute a change in geographic location, so long as the Executive continues to be able to provide services to the Company from a location not more than fifty (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations50) miles from Chicago); or (iviii) the a material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions diminution of the Executive’s employment, benefits title or compensationreporting relationship. “Good Reason Process” shall mean that (i1) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii2) the Executive notifies the Company in writing of the first occurrence of the Good SF\5588687.3 Reason condition within 60 thirty (30) days of after the first occurrence of such condition; (iii3) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 of thirty (30) days following such notice (the “Cure Period”) to remedy the condition; (iv4) notwithstanding such efforts, the Good Reason condition continues to existexist following the Cure Period; and (v5) the Executive terminates his employment with the Company within 60 thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall will be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his the Executive’s employment hereunder at any time for any reason, including but not limited to to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilitiesBase Salary without the prior consent of the Executive (other than in connection with, authority and functionsubstantially proportionate to, reductions by the Company of the annual base salary of more than fifty percent (50%) of its employees); or (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all responsibilities, authority or duties without the prior consent of the employees Executive, other than changes in duties, authority or responsibilities resulting from the Executive’s misconduct or temporarily while an investigation is being conducted into allegations of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, misconduct; provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles duties, authority or responsibilities or reduction in the geographic location at level of management to which the Executive must provide services to reports resulting solely from a Change in Control which results in the Company being acquired by and made a part of a larger entity shall not constitute Good Reason (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligationseach a “Good Reason Condition”); or (iv) the material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive Exhibit 10.31 reasonably determines in good faith that a “Good Reason” condition Reason Condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition Condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition Condition continues to exist; and (v) the Executive terminates his the Executive’s employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and function, an adverse change to the Executive’s job title as Senior Vice President and Chief Financial Officer, or a change in the Executive’s reporting relationship that results in the Executive no longer reporting directly to the CEO; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must regularly report to work and provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligationsbusiness); or (iv) the material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensationthis Agreement. “Good Reason Process” shall mean that (iA) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (iiB) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iiiC) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (ivD) notwithstanding such efforts, the Good Reason condition continues to exist; and (vE) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his Executive’s employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) a material reduction in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligationsbusiness); or (iv) the material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensationthis Agreement. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 sixty (60) days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 thirty (30) days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his Executive’s employment within 60 sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.. ACTIVE/81000405.2

Termination by the Executive. The Executive may terminate his employment hereunder at any time without “Good Reason” by delivering to the Company, not less than thirty (30) days prior to the Termination Date, a written notice of termination. The Executive may terminate employment hereunder for any reason“Good Reason” by delivering to the Company not less than thirty (30) days prior to the Termination Date, including but not limited to a written notice of termination setting forth in reasonable detail the facts and circumstances that constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events events, without the Executive’s express written consentconsent of the Executive, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification by the Executive to the Company of the occurrence of one of the following reasons: (i) a material diminution in the assignment to the Executive of any duties materially inconsistent with the Executive’s responsibilitiespositions, authority and functionmaterial duties, authority, responsibilities or reporting requirements as set forth in Section 2(a) hereof; (ii) a material reduction in or a material delay in payment of the Executive’s Base Salary except pursuant total cash compensation and benefits from those to a salary reduction program affecting substantially all be provided in accordance with the provisions of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reasonthis Agreement; (iii) the Company, the Board or any person or group controlling the Company requires the Executive to be based at a material change of location more than 30 sixty (60) miles in the geographic location at which the Executive must provide services to the Company (except for required travel on Company business to an extent substantially consistent with from the Executive’s usual business principal residence as of the Effective Date, other than on travel obligations)reasonably required to carry out the Executive’s obligations under the Agreement; or (iv) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the business of the Company within fifteen (15) days after a Change in Control (as defined below); or (v) the Company’s material breach by of any provision of this Agreement. The Executive shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within ninety (90) days after the occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire thirty (30)-day cure period described above. Otherwise, any claim of such circumstances as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurredirrevocably waived by the Executive.

Termination by the Executive. The Executive may terminate his employment hereunder at any time without Good Reason (as defined below) by delivering to the Company, not less than fourteen (14) days prior to the Termination Date, a written notice of termination. The Executive may terminate employment hereunder for any reasonGood Reason by delivering to the Company not less than fourteen (14) days prior to the Termination Date, including but not limited to a written notice of termination setting forth in reasonable detail the facts and circumstances that constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events events, without the Executive’s express written consentconsent of the Executive, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification by the Executive to the Company of the occurrence of one of the following reasons: (i) a material diminution in the assignment to the Executive of any duties materially inconsistent with the Executive’s responsibilitiespositions, authority and functionmaterial duties, authority, responsibilities or reporting requirements as set forth in Section 2(a) hereof; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) or a material change of more than 30 miles delay in the geographic location at which the Executive must provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations); or (iv) the material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions payment of the Executive’s employment, total cash compensation and benefits or compensation. “Good Reason Process” shall mean that (i) from those to be provided in accordance with the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing provisions of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such conditionthis Agreement; (iii) the Company, the Board or any person or group controlling the Company requires the Executive cooperates in good faith with to be based at a location more than sixty (60) miles from the CompanyColumbus, Ohio metropolitan area, other than on travel reasonably required to carry out the Executive’s efforts, for a period not less than 30 days following such notice (obligations under the “Cure Period”) to remedy the conditionAgreement; (iv) notwithstanding such efforts, the Good Reason condition continues failure of the Company to existobtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the business of the Company within fifteen (15) days after a Change in Control (as defined in the 2018 Plan); and or (v) the Company’s material breach of any provision of this Agreement. The Executive terminates his employment shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within 60 ninety (90) days after the end occurrence of such circumstances, and actually terminate employment within fourteen (14) days following the expiration of the Cure PeriodCompany’s thirty- (30-) day cure period described above. If the Company cures the Otherwise, any claim of such circumstances as “Good Reason condition during the Cure Period, Good Reason Reason” shall be deemed not to have occurredirrevocably waived by the Executive.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company to a location that is forty-five (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)45) miles or more from Ann Arbor, Michigan; or (iv) the material breach of this Agreement by the Company of (each a “Good Reason Condition”). Notwithstanding the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Companyforegoing, if any, concerning the terms and conditions a suspension of the Executive’s employmentresponsibilities, benefits authority and/or duties for the Company during any portion of a bona fide internal investigation or compensationan investigation by regulatory or law enforcement authorities shall not be a Good Reason Condition. “Good Reason Process” shall mean that (iI) the Executive reasonably determines in good faith that a “Good Reason” condition Reason Condition has occurred; (iiII) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition Condition within 60 sixty (60) days of the first occurrence of such condition; (iiiIII) the Executive cooperates in good faith with the Company’s efforts, if any, for a period not less than 30 thirty (30) days following such notice (the “Cure Period”) ), to remedy the conditionGood Reason Condition; (ivIV) notwithstanding such efforts, or in the event the Company does not pursue a remedy, the Good Reason condition Condition continues to exist; and (vV) the Executive terminates his employment within 60 thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may shall be ---------------------------- entitled to terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events mean, without the Executive’s 's express written consent: consent and unless remedied within a reasonable time after receipt of written notice from the Executive, (i) a material the assignment to the Executive of any duties inconsistent with, or the diminution in of, the Executive’s responsibilities's positions, authority and function; titles, offices, authority, duties, responsibilities or status with the Company, (ii) a material reduction by the Company in the Executive’s 's annual Base Salary except pursuant provided for herein or as the same may be increased from time to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reasontime; (iii) the relocation of the Company's principal executive offices to a material change of location more than 30 25 miles in from the geographic location at which of such offices on the date hereof or the Company's requiring the Executive must provide services to be based anywhere other than the Company (Company's principal executive offices except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)Company's business; or (iv) the failure by the Company to pay to the Executive any portion of the Executive's current compensation or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within fourteen (14) days of the date such compensation is due; (v) the failure by the Company to continue in effect any benefit or compensation plan to which the Executive is entitled, or plans providing the Executive with substantially similar benefits, the taking of any action by the Company which would adversely affect Executive's participation in or materially reduce the Executive's benefits under any such benefit or compensation plan or deprive the Executive of any material breach fringe benefit enjoyed by the Executive hereunder, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is then entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policies and practices in effect on the date hereof or in effect from time to time hereafter; (vi) any purported termination of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 12(f), which such purported termination shall not be effective for purposes of this Agreement; (vii) the failure of the Company to obtain the explicit assumption in writing of its obligation to perform this Agreement by any successor as contemplated in Section 15 hereof; (viii) any other material violation by the Company of the Company’s equity incentive plan this Agreement or the stock option agreement governing the stock option granted to Option Agreement (as hereinafter defined) shall occur. In addition, if the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) elects to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates terminate his employment within 60 thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Perioda Change in Control, Good Reason as such term is defined below, such termination shall be deemed not to have occurredbe for Good Reason.

Termination by the Executive. The Executive may terminate his or her employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in the Executive’s title at the Company, responsibilities, authority and functionauthority, or duties; (ii) if Executive is a member of the Board, (x) if and when the Company is a privately-held company, involuntary removal as a member of the Board (unless such removal is due to Cause, the Executive’s Disability, or the Executive’s death) or (y) if and when the Company is a publicly-traded company, failure to nominate the Executive for election as a member of the Board following the expiration of the Executive’s term (for the avoidance of doubt, any failure to elect or re-elect the Executive following such nomination would not constitute a Good Reason trigger); (iii) a material reduction diminution in the Executive’s Base Salary or Target Bonus except pursuant to a salary reduction program for across-the-board reductions based on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iiiiv) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)Company; or (ivv) the material breach of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i1) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii2) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii3) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (iv4) notwithstanding such efforts, the Good Reason condition continues to exist; and (v5) the Executive terminates his or her employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based at least in part on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at of the principal office of the Company to which the Executive must provide services is assigned such that there is an increase of at least thirty (30) additional miles of diving distance to the Company (except for required travel on Company business to an extent substantially consistent with such new location from the Executive’s usual business travel obligations)principal residence as of such change; or (iv) the material breach of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 sixty (60) days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 thirty (30) days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to his authorized representative or estate) (i) any Base Salary earned through the Date of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement) on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination; (ii) accrued but unused vacation and personal days (if applicable and in accordance with Company policy and applicable law); and (iii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Benefits”).

Termination by the Executive. The Executive may terminate his the Executive’s employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and functionauthority, or duties hereunder (other than temporarily while physically or mentally incapacitated or as required by applicable law); (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a salary reduction program for across-the-board reductions based on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide services to by the Company (except for required travel on Company business to an extent substantially consistent with in the Executive’s usual business travel obligations)place of employment set forth in Section 1(d) (however, this does not include any change in the corporate location within the Commonwealth of Massachusetts or within 50 miles of where the Executive is instructed to work; or (iv) the a material breach of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i1) the Executive reasonably determines in good faith that a “condition constituting Good Reason” condition Reason has occurred; (ii2) the Executive notifies the Company in writing of the first occurrence of the Executive’s intent to terminate for Good Reason and describing in detail the condition or conditions alleged to constitute Good Reason (the “Condition”) within 60 days of the first occurrence of such conditionCondition; (iii3) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 60 days following such notice (the “Cure Period”) ), to remedy the conditionCondition; (iv4) notwithstanding such efforts, the Good Reason condition Condition continues to exist; and (v5) the Executive terminates his the Executive’s employment with the Company within 60 days after the end of the Cure Period. If Notwithstanding anything herein to the contrary, if the Company cures the Good Reason condition Condition during the Cure Period, then Good Reason shall be deemed not to have occurredoccurred on the basis of such Condition, and any termination by the Executive on the basis of such Condition shall be a termination other than for Good Reason.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean that the Executive has complied with the “"Good Reason Process” " (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written 's consent: (i) a material diminution reduction in the Executive’s responsibilities's duties, authority and functionauthorities or responsibilities as in effect on the Effective Date or a requirement that the Executive report to anyone other than the Board; (ii) a material reduction in the Executive’s Base Salary except pursuant to a 's annual base salary or annual bonus opportunity (other than an across-the-board reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reasonapplicable to all senior executive officers which occurs prior to a Change in Control); (iii) a material change of more than 30 miles reduction in Executive's benefits in the geographic location at which aggregate (other than an across-the-board reduction of benefit levels) from those provided to Executive as of the Executive must provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)Effective Date; or (iv) a relocation of Executive's principal place of employment out of the city of Boston, Massachusetts, (v) a material breach of any provision of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning (vi) the terms and conditions failure of the Company to have a successor entity specifically assume this Agreement within ten (10) business days after a Change in Control or (vii) the insolvency of the Company or the filing (by any party, including the Company) of a petition for bankruptcy with respect to the Company, which petition is not dismissed within 60 days. For the avoidance of doubt, if Executive is serving as Chairman of the Board, a change in Executive’s employment, benefits or compensationstatus as Chairman of the Board shall not constitute Good Reason. “"Good Reason Process” " shall mean that that: (i) the Executive reasonably determines in good faith that a “"Good Reason” " condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 not later than ninety (90) days of after the first initial occurrence of such condition; an event deemed to give rise to a right to terminate for Good Reason, and (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to existexist thirty (30) days following delivery of such notice (the "Cure Period") (other than the event in clause (vii), which shall not be subject to cure or the Cure Period); and (v) the Executive terminates his employment within 60 ninety (90) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, such Good Reason condition shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason;; or (iii) a material change of more than 30 at least 40 miles in the geographic location at which the Executive must provide provides services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations); or (iv) the material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. each a “Good Reason Process” Condition”). Good Reason Process shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition Reason Condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition Condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the conditionGood Reason Condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition Condition during the Cure Period, Good Reason shall be deemed not to have occurred. The Executive’s material failure to comply with the Good Reason Process, as determined by the Board in its good-faith discretion (which determination shall be conclusive) with written notice to the Executive, shall convert the Executive’s resignation into a resignation without Good Reason, effective on the date specified in the notice.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and function, an adverse change to the Executive’s job title as Senior Vice President – Program Management, or a change in the Executive’s reporting relationship that results in the Executive no longer reporting directly to the CEO; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must regularly report to work and provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligationsbusiness); or (iv) the material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensationthis Agreement. “Good Reason Process” shall mean that (iA) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (iiB) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iiiC) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (ivD) notwithstanding such efforts, the Good Reason condition continues to exist; and (vE) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) the assignment to the Executive of any duties materially inconsistent in any respect with the Executive’s position (including title) or duties contemplated by Section 1(b) hereof, or any other action by the Company or the Employer which results in a material diminution in the Executive’s responsibilities, authority or duties, including a material change in duties, responsibilities or status that does not represent a promotion from or maintaining of Executive’s duties, responsibilities or status as the sole Chief Executive Officer and functionPresident of a publicly traded company; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good ReasonSalary; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company (except for required travel on Company business to an extent substantially consistent with and the Executive’s usual business travel obligations)Employer; or (iv) the Company’s and the Employer’s failure to cure a material breach of their obligations under this Agreement after written notice is delivered to the Company and the Employer by the Company of Executive which specifically identifies the Company’s equity incentive plan or the stock option agreement governing the stock option granted to manner in which the Executive in connection with his hire (as described in believes the Offer Letter) or any other material agreement between the Executive Company and the Company, if any, concerning Employer have breached their obligations under the terms and conditions of the Executive’s employment, benefits or compensationAgreement. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company Board in writing of the first occurrence of the Good Reason condition within 60 30 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s and/or the Employer’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company and the Employer cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment employment, hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a for across the board salary reduction program affecting reductions based on the Company’s financial performance similarly affecting, all or substantially all of the senior, management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 50 miles in the geographic location at which the Executive must provide provides services to the Company (except for required travel on Company business other than initial relocation to an extent substantially consistent with the Executive’s usual business travel obligationsMassachusetts); or (iv) the material breach of this Agreement by the Company of (each a “Good Reason Condition”). Notwithstanding the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Companyforegoing, if any, concerning the terms and conditions a suspension of the Executive’s employmentresponsibilities, benefits authority and/or duties for the Company during any portion of a bona fide internal investigation or compensation. “an investigation by regulatory or law enforcement authorities shall not, be a Good Reason Process” Condition. Good Reason Process shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition Reason Condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition Condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s ’s, efforts, for a period not less than 30 20 days following such notice (the “Cure Period”) ), to remedy the conditionGood Reason Condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition Condition during the Cure Period, Period Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) a material reduction in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions of not more than 10% based on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a the material change breach of more than 30 miles in this Agreement by the geographic location at which the Executive must provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)Company; or (iv) the material breach by Company fails to establish its headquarters in the Company Greater Austin Area (as defined below) on or before the one year anniversary of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described Actual Start Date, or, after establishing its headquarters in the Offer Letter) or any other material agreement between the Executive and the CompanyGreater Austin Area within that time period, if any, concerning the terms and conditions later establishes its headquarters in a location outside of the Executive’s employment, benefits or compensationGreater Austin Area. “Good Reason Process” shall mean that (iA) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (iiB) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iiiC) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (ivD) notwithstanding such efforts, the Good Reason condition continues to exist; and (vE) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The “Greater Austin Area” shall mean the Austin-Round Rock, Texas metropolitan statistical area, which is defined by the United States Office of Management and Budget to consist of the counties of Bastrop, Texas, Xxxxxxxx, Texas, Xxxx, Texas, Xxxxxx, Texas and Xxxxxxxxxx, Texas.

Termination by the Executive. The Executive may terminate his employment hereunder at with Chanticleer for Good Reason or without Good Reason, by written notice to Chanticleer effective no earlier than 30 days after the date of such notice of termination is other than for Good Reason (provided that Chanticleer shall have the right to waive such 30-day notice period and accelerate termination to any time date on or after the date of such notice) and effective upon the expiration of the cure period described below in this Section 6.2 if termination is for any reason, including but not limited to Good Reason. For purposes During any period between receipt of this Agreementnotice of termination from the Executive, Chanticleer may suspend, reduce, or otherwise modify any or all of Executive’s authority, duties, and responsibilities, and may require the Executive’s absence from Chanticleer offices without any such suspension, reduction, modification, or requirement constituting grounds for Good Reason. “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: means (i) a material diminution in the Executive’s authority, duties, position or responsibilities, authority and function; (ii) a material reduction in the of Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than or other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reasoncompensation; (iii) a material change relocation of Executive’s principal office to a location more than 30 fifty (50) miles from Executive’s office location in Oceanside, California (excluding reasonable business travel required as part of Executive’s duties); (iv)a material diminution in the geographic location at budget over which Executive retains authority that, in effect, substantially and materially alters Executive’s duties; (v) the Executive must provide services to failure of the Company (except for required travel on Company business or any successor to an extent substantially consistent with the Executive’s usual business travel obligations)honor any material term of this Agreement; or (ivvi) the material breach by the Company modification or termination of the Companyany bonus arrangement or agreement without Executive’s equity incentive plan or the stock option agreement governing the stock option granted to written consent. An event described in this Section 6.2 will not constitute Good Reason unless the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions provides written notice to Chanticleer of the Executive’s employment, benefits or compensation. “intention to resign for Good Reason Process” shall mean that (i) and specifying the Executive reasonably determines in good faith that a “event or circumstance giving rise to Good Reason” condition has occurred; (ii) Reason within 90 days of its initial existence and Chanticleer does not cure such breach or action within 30 days after the Executive notifies the Company in writing date of the first occurrence Executive’s notice and Executive actually terminates his employment within one hundred and eighty (180) calendar days after the expiration of the remedy period without remedy of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.by Xxxxxxxxxxx

Termination by the Executive. The Executive may terminate his her employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and function; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations); or (iv) the material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his her hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his her employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his or her employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based at least in part on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)Company; or (iv) the material breach of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his or her employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to his or her authorized representative or estate) (i) any Base Salary earned through the Date of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement) on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination; and (ii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Benefit”).

Termination by the Executive. The Executive may terminate his the Executive’s employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) a material reduction diminution in the Executive’s Base Salary Salary, except pursuant to a for across-the-board salary reduction program affecting and/or target incentive compensation percentage reductions of no more than 15% that, in either case, are based on the Company’s financial performance and similarly affect all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of requirement that the Executive work primarily from an office that is more than 30 miles in from the geographic location at which office that the Executive must provide primarily provides services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)Company; or (iv) the material breach by removal of the Executive as the Company’s Chief Executive Officer (or the failure of the Company to appoint the Executive as Chief Executive Officer of the Company’s equity incentive plan or ); (v) the stock option agreement governing the stock option granted to removal of the Executive in connection with his hire as a member of the Board; or (as described in vi) the Offer Letter) Company’s breach of any material provision this Agreement or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions Company or any of the Executive’s employment, benefits or compensationits subsidiaries. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” Reason condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 90 days of the date on which the Executive first occurrence became aware of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his the Executive’s employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and function, an adverse change to the Executive’s job title as Chief Executive Officer, or a change in the Executive’s reporting relationship that results in the Executive no longer reporting directly to the Board; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must regularly report to work and provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligationsbusiness); or (iv) the material breach by the Company of this Agreement, the Company’s equity incentive plan or plan, the stock option agreement agreements governing the stock option granted any stock-based awards made to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation; or (v) the Executive’s removal from or failure to be elected to the Board. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time without “Good Reason” by delivering to the Company, not less than thirty (30) days prior to the Termination Date, a written notice of termination. The Executive may terminate employment hereunder for any reason"Good Reason" by delivering to the Company not less than thirty (30) days prior to the Termination Date, including but not limited to a written notice of termination setting forth in reasonable detail the facts and circumstances which constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events events, without the Executive’s express written consentconsent of the Executive, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification by the Executive to the Company of the occurrence of one of the following reasons: (i) the failure to continue the Executive in a material diminution in the Executive’s responsibilities, authority and functioncapacity contemplated by Section 2(a) above; (ii) a material reduction in the assignment to the Executive of any duties materially inconsistent with the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company's positions, providedmaterial duties, that it does not adversely affect the Executive to a greater extent than other similarly situated employees andauthority, provided further, that any reduction responsibilities or reporting requirements as set forth in the Executive’s Base Salary of more than ten percent (10%Section 2(a) shall constitute Good Reasonhereof; (iii) a reduction in or a material change delay in payment of more than 30 miles the Executive's total cash compensation and benefits from those required to be provided in the geographic location at which the Executive must provide services to the Company (except for required travel on Company business to an extent substantially consistent accordance with the Executive’s usual business travel obligations)provisions of this Agreement; or (iv) the material breach by Company, the Board or any person controlling the Company requires the Executive to be based outside of the Company’s equity incentive plan United States, other than on travel reasonably required to carry out the Executive's obligations under the Agreement; or (v) the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions failure of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) Company to obtain the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company assumption in writing of the first occurrence its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within fifteen (15) days after a Change in Control (defined below). The Executive shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason condition within 60 thirty (30) days of after the first occurrence of such condition; circumstances, and actually terminate employment within thirty (iii30) days following the Executive cooperates in good faith with expiration of the Company’s efforts's thirty (30)-day cure period described above. Otherwise, for a period not less than 30 days following any claim of such notice (the circumstances as “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason Reason” shall be deemed not to have occurredirrevocably waived by the Executive.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) a material reduction diminution in the Executive’s Base Salary Salary, except pursuant to a for across-the-board salary reduction program reductions similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles diminution in the geographic Executive’s target annual incentive compensation, except for across-the-board reductions in target annual incentive compensation similarly affecting all or substantially all senior management employees of the Company; (iv) the Company requires the Executive to be based anywhere outside a fifty (50) mile radius of the Seller’s offices at which the Executive is based as of the Commencement Date (or any subsequent location at which the Executive must provide services has previously consented to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations); be based) or (ivv) the material breach of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 sixty (60) days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 of thirty (30) days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his the Executive’s employment hereunder at any time for any reason, including but not limited to to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (each a “Good Reason Condition”): (i) a material diminution in the Executive’s responsibilitiesBase Salary or Target Annual Cash Incentive Compensation, authority and functionexcept for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company Company, as set forth in Section 1(c) of more than fifty (except 50) miles (which for required travel on Company business the avoidance of doubt does not include a change of location if the Executive telecommutes and voluntarily relocates or decides to an extent substantially consistent with start commuting into the Executive’s usual business travel obligationsoffice); or (iviii) the material breach of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition Reason Condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition Condition within 60 days of the first occurrence of such conditionGood Reason Condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition Condition continues to exist; and (v) the Executive terminates his the Executive’s employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his her employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority or duties; provided that, a change in title, reporting relationships and/or responsibilities of the Executive could, but do not necessarily in and functionof themselves, individually or in the aggregate, constitute a material diminution for purposes of this Section 3(e), and in all instances, the determination of whether a material diminution has occurred shall be made by the Company in good faith; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based at least in part on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at of the principal office of the Company to which the Executive must provide services is assigned such that there is an increase of at least thirty (30) additional miles of diving distance to the Company (except for required travel on Company business to an extent substantially consistent with such new location from the Executive’s usual business travel obligations)principal residence as of such change; or (iv) the material breach of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 sixty (60) days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 thirty (30) days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his her employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to her authorized representative or estate) (i) any Base Salary earned through the Date of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement) on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination; (ii) accrued but unused vacation and personal days (if applicable and in accordance with Company policy and applicable law); and (iii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Benefits”).

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to to, Good Reason. For purposes of this Agreement, “Good Reason” Reason shall mean that the Executive has complied with completed all steps of the “Good Reason Process” Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: Executive s consent (each, a Good Reason Condition ): (i) a material diminution in the Executive’s Executive s responsibilities, authority and functionauthority, duties, title or reporting line; (ii) a material reduction diminution in the Executive’s Executive s Base Salary except pursuant to a for across-the-board salary reduction program reductions based on the Company s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company Company, such that there is an increase of at least thirty (except for required travel on Company business 30) miles of driving distance to an extent substantially consistent with such location from the Executive’s usual business travel obligations)Executive s principal residence as of such change; or (iv) the a material breach of this Agreement by the Company Company. The Good Reason Process consists of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that following steps: (i) the Executive reasonably determines in good faith that a “Good Reason” condition Reason Condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition Condition within 60 180 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s Company s efforts, for a period of not less than 30 days following such notice (the “Good Reason Cure Period”) Period ), to remedy the conditionGood Reason Condition; (iv) notwithstanding such efforts, the Good Reason condition Condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Good Reason Cure Period. If the Company cures the Good Reason condition Condition during the Good Reason Cure Period, Good Reason shall be deemed not to have occurred.. If the Executive s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to the Executive s authori ed representative or estate) (i) any Base Salary plus any accrued but unused vacation time (subject to and in accordance with applicable Company policy as in effect from time to time) earned through the Date of Termination; (ii) unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement); and (iii) any vested benefits the Executive may have under any

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)Company; or (iv) the material breach of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire ; (as described in the Offer Letterv) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits non-election to or compensationremoval from the Board or the board of directors of a successor or an acquirer of the Parent; and (vi) a requirement that the Executive report to anyone other than the Board or the board of directors of a successor or an acquirer of the Parent. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to his authorized representative or estate) (i) any Base Salary earned through the Date of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement) and unused vacation that accrued through the Date of Termination on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination; and (ii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Obligations”). If the Executive’s employment is terminated pursuant to Section 3(a) or 3(b), the Executive or his authorized representative or estate shall be entitled to receive, in addition to the Accrued Obligations, the benefits set forth in Section 5(b) and 5(c).

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a diminution in Executive’s title and any material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) a material reduction any diminution in the Executive’s Base Salary except pursuant that a diminution up to a 20% shall be permitted where that diminution is part of an across-the-board salary reduction program affecting based on the Company’s financial performance with the same percentage diminution to all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company Company, which change shall occur if Executive’s office changes at the Company’s direction to a location more than 40 miles from his main residence address (except for required travel on Company business to an extent substantially consistent with provided that a change in the Executive’s usual business travel obligationsresidence shall not trigger Good Reason); or (iv) the material breach of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the any act or omission it believes constitutes Good Reason condition for termination, including stating the reasons for such belief, which notice shall occur within 60 90 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s effortsfaith, for a period not less than of 30 days following such notice (the “Cure Period”) ), with the Company’s efforts to remedy respond to the conditionnotice, including providing the opportunity for the company to respond to him; (iv) notwithstanding such efforts, Executive is unable to demonstrate that the basis for such Cause has been reasonably cured or refuted or explained so that there is no such basis; (iv) Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and function, an adverse change to the Executive’s job title as Vice President – Clinical Development, or a change in the Executive’s reporting relationship that results in the Executive no longer reporting directly to the CEO; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must regularly report to work and provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligationsbusiness); or (iv) the material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensationthis Agreement. “Good Reason Process” shall mean that (iA) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (iiB) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iiiC) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (ivD) notwithstanding such efforts, the Good Reason condition continues to exist; and (vE) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean that the Executive has complied with the “"Good Reason Process” " (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a the relocation of the Company's offices such that the Executive's daily commute is increased by at least fifty (50) miles each way without the written consent of the Executive; (ii) material reduction of the Executive's annual base salary without the prior consent of the Executive (other than in connection with, and substantially proportionate to, reductions by the Company of the annual base salary of more than fifty percent (50%) of its employees); or (iii) material diminution in the Executive’s responsibilities's duties, authority and function; (ii) a material reduction in or responsibilities without the prior consent of the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of , other than changes in duties, authority or responsibilities resulting from the employees of the Company, Executive's misconduct; provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided furtherhowever, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles duties, authority or responsibilities or reduction in the geographic location at level of management to which the Executive must provide services to reports resulting solely from a Change in Control which results in the Company being acquired by and made a part of a larger entity shall not constitute Good Reason (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligationseach a "Good Reason Condition"); or (iv) the material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “"Good Reason Process” " shall mean that (iA) the Executive reasonably determines in good faith that a “Good Reason” condition Reason Condition has occurred; (iiB) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition Condition within 60 sixty (60) days of the first occurrence of such conditionGood Reason Condition; (iiiC) the Executive cooperates in good faith with the Company’s 's efforts, for a period not less than 30 thirty (30) days following such notice (the “"Cure Period”) "), to remedy the condition; (ivD) notwithstanding such efforts, the Good Reason condition Condition continues to exist; and (vE) the Executive terminates his employment within 60 sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason condition Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time without “Good Reason” by delivering to the Company, not less than thirty (30) days prior to the Termination Date, a written notice of termination. The Executive may terminate employment hereunder for any reason“Good Reason” by delivering to the Company not less than thirty (30) days prior to the Termination Date, including but not limited to a written notice of termination setting forth in reasonable detail the facts and circumstances which constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: means (i) the failure to continue the Executive in a material diminution in the Executive’s responsibilities, authority and functioncapacity contemplated by Section 2(a) above; (ii) a material reduction in the assignment to the Executive of any duties materially inconsistent with the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Companypositions, providedmaterial duties, that it does not adversely affect the Executive to a greater extent than other similarly situated employees andauthority, provided further, that any reduction responsibilities or reporting requirements as set forth in the Executive’s Base Salary of more than ten percent (10%Section 2(a) shall constitute Good Reasonhereof; (iii) a reduction in or a material change delay in payment of more than 30 miles in the geographic location at which the Executive must provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)total cash compensation and benefits from those required to be provided in accordance with the provisions of this Agreement; or (iv) the Company, the Board or any person controlling the Company requires the Executive to be based outside of the United States, other than on travel reasonably required to carry out the Executive’s obligations under the Agreement; or (v) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within 15 days after a merger, consolidation, sale, or similar transaction; provided, however, that “Good Reason” shall not include (A) acts not taken in bad faith which are cured by the Company in all material breach respects not later than thirty (30) days from the date of receipt by the Company of a written notice of termination identifying in reasonable detail the Company’s equity incentive plan act or acts constituting “Good Reason” or (B) acts taken by the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions Company by reason of the Executive’s employment, benefits physical or compensation. “Good Reason Process” shall mean that (i) mental infirmity which infirmity impairs the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the CompanyExecutive’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ability to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates substantially perform his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurredduties under this Agreement.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and function; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations); or (iv) the material breach by the Company of the Company’s agreements or equity incentive plan covering the Option or the stock option agreement governing the stock option RSUs granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The At any time during the Term, the Executive may terminate his the Executive’s employment hereunder at any time for any or no reason, including including, but not limited to, Good Reason. If the Executive provides notice to the Company under Section 1 that the Executive elects to discontinue the extensions, such action shall be deemed a voluntary termination by the Executive and one without Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) without Executive’s consent, a material diminution in the Executive’s responsibilities, authority and functionor duties or a change in duties that are not ordinarily assigned to a President of a similarly-situated company; (ii) except for a diminution that is part of a broader set of salary reductions applicable to the Company’s other senior executives, without Executive’s consent, a material reduction diminution in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good ReasonSalary; (iii) without Executive’s consent, a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)Company; or (iv) the material breach of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” Reason condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of his actual knowledge of the first occurrence of such condition; (iii) the Executive cooperates in good faith provides Company with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his the Executive’s employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure PeriodPeriod to the Executive's reasonable satisfaction, then Good Reason shall be deemed not to have occurred, and Executive shall be deemed to not have terminated the Executive’s employment in connection therewith.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without events: (i) a diminution in the Executive’s express written consent: base salary, except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company, (iii) a material diminution in the Executive’s authority, duties, or responsibilities, authority and function; (ii) a material reduction in the including Executive’s Base Salary except pursuant reporting directly to a salary reduction program affecting substantially all of the employees of the CompanyBoard, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location where the Executive is required to perform services for the Company, from the Company’s offices at which the Executive must provide services to the Company (he was principally employed except for required travel on Company the Company’s business to an extent substantially consistent with the Executive’s usual present business travel obligations); or , and (iv) the any other action or inaction that constitutes a material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensationthis Agreement. “Good Reason Process” shall mean that (iA) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (iiB) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 90 days of the first occurrence of such condition; (iiiC) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; and (ivD) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. If the Company does not cure the Good Reason condition during the Cure Period, then termination for Good Reason shall deemed to have occurred on the 31st day after the Company received notice from the Executive pursuant to clause (B).

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority and functionBase Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all breach of the employees of this Agreement by the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles diminution in the geographic location at which Executive’s duties or responsibilities, provided that a change in the Executive’s reporting structure shall not constitute Good Reason (each a “Good Reason Condition”), further provided, that where the Company is acquired and made part of a larger entity, whether as a subsidiary, business unit or otherwise, but the Executive must provide services to retains the Executive’s position in the Company (except as, for required travel on Company business to an extent substantially consistent with example, if the Executive’s usual business travel obligations); or (iv) Executive remains the material breach by Chief Financial Officer of the Company following a Change in Control where the Company becomes a wholly owned subsidiary of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Companyacquiror, if any, concerning the terms and conditions but is not made Chief Financial Officer of the Executive’s employmentacquiring corporation) such events will not, benefits or compensation. “in and of themselves, constitute a Good Reason Process” Condition. Good Reason Process shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition Reason Condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition Condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Good Reason Cure Period”) ), to remedy the conditionGood Reason Condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Good Reason Cure Period. If the Company cures the Good Reason condition Condition during the Good Reason Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his Executive’s employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) a material reduction in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligationsbusiness); or (iv) the material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensationthis Agreement. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 sixty (60) days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 thirty (30) days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his Executive’s employment within 60 sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his her employment hereunder at any time for any reason, including but not limited to to, Good Reason; provided that Good Reason is only applicable within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)Company; or (iv) the material breach of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his her employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to her authorized representative or estate) (i) any Base Salary earned through the Date of Termination; (ii) unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement); and (iii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Obligations”).

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic principal location at which the Executive must provide provides services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)of 100 miles or more; or (iv) the material breach of this Agreement by the Company of (each a “Good Reason Condition”). Notwithstanding the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Companyforegoing, if any, concerning the terms and conditions a suspension of the Executive’s employmentresponsibilities, benefits authority and/or duties for the Company during any portion of a bona fide internal investigation or compensationan investigation by regulatory or law enforcement authorities shall not be a Good Reason Condition. “Good Reason Process” shall mean that (iI) the Executive reasonably determines in good faith that a “Good Reason” condition Reason Condition has occurred; (iiII) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition Condition within 60 days of the first occurrence of such condition; (iiiIII) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the conditionGood Reason Condition; (ivIV) notwithstanding such efforts, the Good Reason condition Condition continues to exist; and (vV) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his her employment hereunder at any time for any reason, including but not limited to for Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority or duties provided changes to the Executive’s responsibilities, authority or duties prior to a Change in Control that are made in the good faith discretion of the Company’s CEO as part of the Company’s evolving business needs and functionstrategy shall not be a Good Reason occurrence; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based on the Company’s or Parent’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good ReasonCompany or Parent; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company such that there is an increase of at least thirty (except for required travel on Company business 30) miles of driving distance to an extent substantially consistent with such location from the Executive’s usual business travel obligations)principal residence as of such change; or (iv) the material breach of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his her employment within 60 180 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to with or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” Process (hereinafter defined) following the occurrence of any one or more of the following events without the consent of the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and function; (ii) a material reduction in the Executive’s Base Salary except pursuant (other than in connection with a diminution in base salary that is proportionately applied to a salary reduction program affecting substantially all of the employees senior executives of the Company), providedunless the Company is a publicly-traded company on the date of such diminution, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in which case such diminution in the Executive’s Base Salary of must be more than ten percent (10%) shall constitute Good Reason(other than in connection with a diminution in base salary that is proportionately applied to all senior executives of the Company); or (iiiii) a material change of more than 30 miles in the geographic location at which the Executive must provides services to the Company by more than fifty (50) miles (provided that moving the Company’s corporate headquarters shall not constitute a change in geographic location, so long as the Executive continues to be able to provide services to the Company from a location not more than fifty (except for required travel on Company business to an extent substantially consistent with 50) miles from the Executive’s usual business travel obligations); or (iv) the material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to location where the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensationcurrently provides services). “Good Reason Process” shall mean that (i1) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii2) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 thirty (30) days of after the first occurrence of such condition; (iii3) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 of thirty (30) days following such notice (the “Cure Period”) to remedy the condition; (iv4) notwithstanding such efforts, the Good Reason condition continues to existexist following the Cure Period; and (v5) the Executive terminates his employment with the Company within 60 thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall will be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must is required to provide services to the Company of 50 miles or more (except for required not including travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligationsor short term assignments); or (iv) the material breach of this Agreement by the Company of (each a “Good Reason Condition”). Notwithstanding the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Companyforegoing, if any, concerning the terms and conditions a suspension of the Executive’s employmentresponsibilities, benefits authority and/or duties for the Company during any portion of a bona fide internal investigation or compensationan investigation by regulatory or law enforcement authorities shall not be a Good Reason Condition. “Good Reason Process” shall mean that (iI) the Executive reasonably determines in good faith that a “Good Reason” condition Reason Condition has occurred; (iiII) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition Condition within 60 days of the first occurrence of such condition; (iiiIII) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the conditionGood Reason Condition; (ivIV) notwithstanding such efforts, the Good Reason condition Condition continues to exist; and (vV) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent: (i) a material diminution in the Executive’s responsibilities, authority and function, an adverse change to the Executive’s job title as Vice President – Commercial and Operations, or a change in the Executive’s reporting relationship that results in the Executive no longer reporting directly to the CEO; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must regularly report to work and provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligationsbusiness); or (iv) the material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensationthis Agreement. “Good Reason Process” shall mean that (iA) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (iiB) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iiiC) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (ivD) notwithstanding such efforts, the Good Reason condition continues to exist; and (vE) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)of 100 miles or more; or (iv) the material breach of this Agreement by the Company of (each a “Good Reason Condition”). Notwithstanding the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Companyforegoing, if any, concerning the terms and conditions a suspension of the Executive’s employmentresponsibilities, benefits authority and/or duties for the Company during any portion of a bona fide internal investigation or compensationan investigation by regulatory or law enforcement authorities shall not be a Good Reason Condition. “Good Reason Process” shall mean that (iI) the Executive reasonably determines in good faith that a “Good Reason” condition Reason Condition has occurred; (iiII) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition Condition within 60 days of the first occurrence of such condition; (iiiIII) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the conditionGood Reason Condition; (ivIV) notwithstanding such efforts, the Good Reason condition Condition continues to exist; and (vV) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based at least in part on the Company’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)Company; or (iv) the material breach of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 thirty (30) days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to his authorized representative or estate) (i) any Base Salary earned through the Date of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement) on or before the time required by law but in no event more than thirty (30) days after the Executive’s Date of Termination; (ii) accrued but unused vacation and personal days (if applicable and in accordance with Company policy and applicable law); and (iii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Benefits”).

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean that the Executive has complied with the “"Good Reason Process” " (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written 's consent: (i) a material diminution reduction in the Executive’s responsibilities's duties, authority and functionauthorities or responsibilities as in effect on the Effective Date or a requirement that the Executive report to anyone other than the Chief Executive Officer or President of the Company ; (ii) a material reduction in the Executive’s Base Salary except pursuant to a 's annual base salary or annual bonus opportunity (other than an across-the-board reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reasonapplicable to all senior executive officers which occurs prior to a Change in Control); (iii) a material change of more than 30 miles reduction in Executive's benefits in the geographic location at which aggregate (other than an across-the-board reduction of benefit levels) from those provided to Executive as of the Executive must provide services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)Effective Date; or (iv) a relocation of Executive's principal place of employment out of the city of Chicago, Illinois, (v) a material breach of any provision of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning (vi) the terms and conditions failure of the Company to have a successor entity specifically assume this Agreement within ten (10) business days after a Change in Control or (vii) the insolvency of the Company or the filing (by any party, including the Company) of a petition for bankruptcy with respect to the Company, which petition is not dismissed within 60 days. For avoidance of doubt, Good Reason shall not include nor mean the change in or loss of Executive’s employment, benefits or compensationtitle from Chief Financial Officer and Treasurer to that of Chief Corporate Development Officer. “"Good Reason Process” " shall mean that that: (i) the Executive reasonably determines in good faith that a “"Good Reason” " condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 not later than ninety (90) days of after the first initial occurrence of such condition; an event deemed to give rise to a right to terminate for Good Reason, and (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to existexist thirty (30) days following delivery of such notice (the "Cure Period") (other than the event in clause (vii), which shall not be subject to cure or the Cure Period); and (v) the Executive terminates his employment within 60 ninety (90) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, such Good Reason condition shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority and functionor duties; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reasonbase salary; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company (except for required travel on Company business to an extent substantially consistent with the Executive’s usual business travel obligations)Company; or (iv) the material breach of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to his authorized representative or estate) (i) any Base Salary earned through the Date of Termination; (ii) unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement); and (iii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Obligations”).

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to for Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentevents: (i) a material diminution in the Executive’s responsibilities, authority or duties provided changes to the Executive’s responsibilities, authority or duties prior to a Change in Control that are made in the good faith discretion of the Board as part of the Company’s evolving business needs and functionstrategy shall not be a Good Reason occurrence; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to a for across-the-board salary reduction program reductions based on the Company’s or Parent’s financial performance similarly affecting all or substantially all of the senior management employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good ReasonCompany or Parent; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide provides services to the Company such that there is an increase of at least thirty (except for required travel on Company business 30) miles of driving distance to an extent substantially consistent with such location from the Executive’s usual business travel obligations)principal residence as of such change; or (iv) the material breach of this Agreement by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”) ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 180 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may shall have the right, subject to the terms of this Agreement, to terminate his employment hereunder at any time for any reason, including but not limited to with or without “Good Reason”. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events during the Term, without the Executive’s express prior written consent: consent (iprovided that an isolated, insubstantial or inadvertent action not taken in bad faith which is remedied by the Company promptly after receipt of notice thereof given by the Executive shall not constitute Good Reason): (A) a material diminution in the Executive’s responsibilitiesposition (including status, authority offices, titles, and functionreporting requirements), authority, duties or responsibilities as contemplated by this Agreement; (iiB) any removal of the Executive from his position as President and Chief Executive Officer; or the removal of or failure to re-elect the Executive as a member of the Board (other than in connection with action or inaction of the Executive which constitutes Cause) (C) any failure by the Company to comply with the provisions of Article 3 hereof; (D) a failure by the Company to comply with any other material reduction provision of this Agreement; (E) a change in the Executive’s Base Salary except pursuant principal work location to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent more than other similarly situated employees and, provided further, that any reduction in 50 miles from his current work location; or (F) the Executive’s Base Salary not serving as the chief executive officer, reporting to the board of more than ten percent (10%) shall constitute Good Reason; (iii) directors, of the top-tier “parent company” resulting from a material change of more than 30 miles Change in the geographic location at which the Control. The Executive must provide services to give the Company (except for required travel on Company business to an extent substantially consistent written notice, in accordance with the Executive’s usual business travel obligations); or (iv) the material breach by the Company Section 6.2 hereof, of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Offer Letter) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing termination of employment within 60 days following his knowledge of the first occurrence (as determined without regard to any prior occurrence that was subsequently remedied by the Company) of a Good Reason circumstance set forth above. Such notice must specify which of the circumstances set forth above the Executive is relying on and the particular action(s) or inaction(s) giving rise to such circumstance. The Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less termination must be effective no earlier than 30 days following such after the Executive’s delivery of the written notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within no later than 60 days after the end occurrence of the Cure Period. If circumstance giving rise to Good Reason; provided, however, that the Company cures may remedy such circumstances within 30 days after receipt of the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurredwritten notice.