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. (a) The Executive may shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate his employment hereunder at any time for any reason, including but not limited the Term of Employment. (b) Upon termination of the Term of Employment pursuant to this Section 5.5 by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability under this Agreement other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the Company's policy on reimbursements of business expenses. (c) Upon termination of the Term of Employment pursuant to this Section 5.5 by the Executive for Good Reason, the Company shall pay to the Executive the same amount of monies that would have been payable by the Company to the Executive under Section 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability under this Agreement other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the Company's policy on reimbursements of business expenses. (d) 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 consentmean: (i) a material diminution in the assignment to the Executive of any duties materially inconsistent with the Executive’s 's current position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, authority excluding for this purpose an isolated, insubstantial and functioninadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (ii) a material reduction in any failure by the Executive’s Company to pay the 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 installments consistent with the Executive’s usual business travel obligations); or (iv) the material breach Company's normal payroll schedule, subject to applicable withholding and other taxes, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt 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 notice thereof given by 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) 's requiring the Executive terminates his employment within 60 days after to be based at any office or location outside of Florida, except for travel reasonably required in the end performance of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurredExecutive's responsibilities.

Termination by the Executive. (1) The Executive may terminate resign from his employment hereunder at any in the event of "Good Reason" after thirty (30) days' written notice from the Executive to the Board describing in detail the "Good Reason," if not cured within such 30-day period; provided, however, that such notice shall be given no later than ninety (90) days after the time for any reason, including but not limited that the Executive has actual knowledge of the event or condition purportedly giving rise to Good Reason. In the event of any such resignation, the Company's obligations to the Executive shall be the same as set forth in Section 9(a)(2) above, and if (A) such resignation occurs within the 18-month period commencing on the date of a Change of Control or (B) prior to a Change of Control the event constituting Good Reason for such termination was at the request of a third party who had memorialized an intention or taken steps reasonably calculated to effect a Change of Control or was otherwise in anticipation of a Change of Control, then the last sentence of Section 9(a)(2) shall apply. (2) The Executive may resign his employment hereunder other than for Good Reason at any time by giving no less than thirty (30) days' written notice to the Board. In the event of any such resignation, the Company's sole obligation to the Executive shall be for unpaid Base Salary and benefits (then owed or accrued and owed in the future, but in all events and without increasing the Executive's rights under any other provision hereof, excluding any Bonus payments not yet paid) and reimbursement of expenses pursuant to Section 5 above through the effective date of the Executive's resignation specified in the Executive's notice. (3) For the purposes of this Agreement, “"Good Reason” shall mean that " means resignation by the Executive has complied with the “Good Reason Process” (hereinafter defined) following based upon the occurrence without the Executive's express written consent 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.following:

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to under this Agreement with or without Good Reason (as defined below). If such termination is with Good Reason, the Executive shall give the Company written notice, which shall identify with reasonable specificity the grounds for the Executive’s resignation and provide the Company with thirty (30) days from the day such notice is given to cure the alleged grounds for resignation contained in the notice. A termination shall not be for Good Reason if such notice is given by the Executive to the Company more than ninety (90) days after the occurrence of the event that the Executive alleges is Good Reason for his termination hereunder. 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 to which the Executive shall not specifically consent in writing after being fully informed thereof by a notice which fully sets forth the Executive’s express written consentrights hereunder in respect of such actions by the Company: (ia) the assignment to the Executive of any duties materially inconsistent in any respect with the Executive’s positions with the Company (including reporting requirements), authority, duties or responsibilities as contemplated by Section 1.1 of this Agreement, or any action by the Company which results in a material diminution in the Executive’s such positions, authority, duties or responsibilities, authority and function; (iib) a any failure by the Company to comply with any of the material provisions of this Agreement, including the provisions of Section 10.1; (c) any material reduction in the Executive’s Base Salary except pursuant base compensation, other than a reduction that applies uniformly 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)senior executive officers; or (ivd) the material breach by the Company any relocation of the Company’s equity incentive plan or the stock option agreement governing the stock option granted executive offices to the Executive in connection with his hire a location which is more than fifty (as described in the Offer Letter50) or any other material agreement between the Executive and the Companymiles from Stamford, 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 occurredConnecticut.

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 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 ---------------------------- 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 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. (a) The Executive may shall at all times have the right, upon one hundred twenty (120) days’ written notice to the Company, to terminate his employment hereunder at any time for any reason, including but not limited under the Agreement. (b) Upon termination of Executive’s employment pursuant to this Subsection 7.5 by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice together with any unpaid Guaranteed Bonus, Incentive Compensation and Executive Committee Options earned by Executive as of the date of termination. The Company shall have no further liability under this Agreement other than for the Stock Option Tax Liability Payment and reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the Company’s policy on reimbursements of business expenses. (c) Upon termination of Executive’s employment under this Agreement pursuant to this Subsection 7.5 by the Executive for Good Reason, the Company shall pay to the Executive the same amount of monies that would have been payable by the Company to the Executive under Subsection 7.4 of this Agreement if the Executive’s employment had been terminated by the Company without Cause under Subsection 7.4. The Company shall have no further liability under this Agreement other than for the Stock Option Tax Liability Payment and reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the Company’s policy on reimbursements of business expenses. (d) 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 consentmean: (i) a material diminution any failure by the Company to comply with any of the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (ii) the Company’s requiring the Executive to be based at any office or location outside of Dade, Broward and Palm Beach Counties in the State of Florida, except for travel reasonably required in the performance of 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; 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 material breach any purported termination by the Company of the CompanyExecutive’s equity incentive plan employment otherwise than for Cause pursuant to Subsection 7.1, 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 by reason of the Executive’s employmentdisability pursuant to Subsection 7.2 of this Agreement, 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 occurredTerm.

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, 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 a Chief Financial Officer of a publicly traded company; (ii) a material reduction diminution in the Executive’s Base Salary except pursuant to or 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 diminution in the Executive’s target annual incentive compensation below 150 percent of his Base Salary of more than ten percent (10%) shall constitute Good ReasonSalary; (iii) following a Change in Control (as defined below), a diminution in any of the Executive’s (x) Base Salary or (y) annual incentive compensation, whether payable in cash or equity, below the sum of the Executive’s Average Incentive Compensation (as defined below) and the average grant date fair value of equity awards received by the Executive for the three immediately preceding fiscal years (or if the Executive has been employed by the Company and the Employer for a shorter period, such shorter period); (iv) 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 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. (1) The Executive may terminate resign from his employment hereunder at any in the event of "Good Reason" after thirty (30) days' written notice from the Executive to the Board describing in detail the "Good Reason," if not cured within such 30-day period; provided, however, that such notice shall be given no later than ninety (90) days after the time for any reason, including but not limited that the Executive has actual knowledge of the event or condition purportedly giving rise to Good Reason. In the event of any such resignation, the Company's obligations to the Executive shall be the same as set forth in Section 9(a)(2) above, and if (A) such resignation occurs within the 18-month period commencing on the date of a Change of Control or (B) prior to a Change of Control the event constituting Good Reason for such termination was at the request of a third party who had memorialized an intention or taken steps reasonably calculated to effect a Change of Control or was otherwise in anticipation of a Change of Control, then the last sentence of Section 9(a)(2) shall apply. (2) The Executive may resign his employment hereunder other than for Good Reason at any time by giving no less than thirty (30) days' written notice to the Board. In the event of any such resignation, the Company's sole obligation to the Executive shall be for unpaid salary and benefits (then owed or accrued and owed in the future, but in all events and without increasing the Executive's rights under any other provision hereof, excluding any bonus payments not yet paid) and reimbursement of expenses pursuant to Section 5 above through the effective date of the Executive's resignation specified in the Executive's notice. (3) For the purposes of this Agreement, “"Good Reason” shall mean that " means resignation by the Executive has complied with the “Good Reason Process” (hereinafter defined) following based upon the occurrence without the Executive's express written consent 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.following:

Termination by the Executive. The Executive may terminate his employment hereunder (i) with Good Reason at any time for any reason, including but not limited or (ii) without Good Reason by providing twelve months’ prior written notice to Good Reasonthe Company. 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: consent (iA) a failure by the Company to comply with any material diminution provision of this Agreement, including a change in the Executive’s principal place of employment; (B) the assignment to the Executive by the Company of duties inconsistent in a material adverse respect with the Executive’s position, authority, duties or responsibilities with the Company, as applicable, as in effect on the Effective Date including, but not limited to, any material reduction in such position, authority, duties or responsibilities, authority and function; (ii) or a material reduction change in the Executive’s Base Salary titles as then in effect, except pursuant to a salary reduction program affecting substantially all in connection with the termination of his employment on account of his death, disability or for Cause or without Cause, (C) without the employees of the CompanyExecutive’s prior written consent, 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 Base Salary and annual benefits in accordance with provisions of Schedule I, (D) material adverse change in Executive’s Base Salary of more than ten percent reporting relationship (10%which shall include no longer reporting to the group CEO), (E) 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); condition of employment or (ivF) 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 purported termination of the Executive’s employmentemployment by the Company that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 6(d) hereof; provided that in order to terminate his employment with Good Reason, benefits the Executive shall have first provided the Board with written notice identifying the act or compensation. “acts or failure or failures to act said to constitute Good Reason Process” shall mean that (i) within 90 days of the occurrence of such act(s), or within 90 days of when the Executive should have been reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) expected to know of such occurrence, and the Board shall have failed to cure the deficiency within 30 days after receipt of such notice and the Executive notifies the Company in writing provides a Notice of the first occurrence Termination on account of the Good Reason condition within 60 days following the expiration of the first occurrence of such condition; (iii) cure period in the Executive cooperates in good faith with event the Company’s efforts, for a period deficiency is 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 occurredcured.

Termination by the Executive. The Executive may terminate his employment hereunder (i) with Good Reason at any time for any reason, including but not limited or (ii) without Good Reason by providing twelve months’ prior written notice to Good Reasonthe Company. 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: consent (iA) a failure by the Company to comply with any material diminution provision of this Agreement, including a change in the Executive’s principal place of employment; (B) the assignment to the Executive by the Company of duties inconsistent in a material adverse respect with the Executive’s position, authority, duties or responsibilities with the Company, as applicable, as in effect on the Effective Date including, but not limited to, any material reduction in such position, authority, duties or responsibilities, authority and function; (ii) or a material reduction change in the Executive’s Base Salary titles as then in effect, except pursuant to a salary reduction program affecting substantially all in connection with the termination of his employment on account of his death, disability or for Cause or without Cause, (C) without the employees of the CompanyExecutive’s prior written consent, 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 Base Salary and annual benefits in accordance with provisions of Schedule I, (D) material adverse change in Executive’s Base Salary of more than ten percent reporting relationship (10%which shall include no longer reporting to the group CEO), (E) 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); condition of employment or (ivF) 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 purported termination of the Executive’s employmentemployment by the Company which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 6(d) hereof; provided that in order to terminate his employment with Good Reason, benefits the Executive shall have first provided the Board with written notice identifying the act or compensation. “acts or failure or failures to act said to constitute Good Reason Process” shall mean that (i) within 90 days of the occurrence of such act(s), or within 90 days of when the Executive should have been reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) expected to know of such occurrence, and the Board shall have failed to cure the deficiency within 30 days after receipt of such notice and the Executive notifies the Company in writing provides a Notice of the first occurrence Termination on account of the Good Reason condition within 60 days following the expiration of the first occurrence of such condition; (iii) cure period in the Executive cooperates in good faith with event the Company’s efforts, for a period deficiency is 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 occurredcured.

Termination by the Executive. (1) The Executive may terminate resign from his employment hereunder at any in the event of "Good Reason" after thirty (30) days' written notice from the Executive to the Board describing in detail the "Good Reason," if not cured within such 30-day period; provided, however, that such notice shall be given no later than ninety (90) days after the time for any reason, including but not limited that the Executive has actual knowledge of the event or condition purportedly giving rise to Good Reason. In the event of any such resignation, the Company's obligations to the Executive shall be the same as set forth in Section 12(a)(2) above, and if (A) such resignation occurs within the 18-month period commencing on the date of a Change of Control or (B) prior to a Change of Control the event constituting Good Reason for such termination was at the request of a third party who had memorialized an intention or taken steps reasonably calculated to effect a Change of Control or was otherwise in anticipation of a Change of Control, then the last sentence of Section 12(a)(2) shall apply. (2) The Executive may resign his employment hereunder other than for Good Reason at any time by giving no less than thirty (30) days' written notice to the Board. In the event of any such resignation, the Company's sole obligation to the Executive shall be for unpaid Base Salary and benefits (then owed or accrued and owed in the future, but in all events and without increasing the Executive's rights under any other provision hereof, excluding any Bonus payments not yet paid) and reimbursement of expenses pursuant to Section 5 above through the effective date of the Executive's resignation specified in the Executive's notice. (3) For the purposes of this Agreement, “"Good Reason” shall mean that " means resignation by the Executive has complied with the “Good Reason Process” (hereinafter defined) following based upon the occurrence without the Executive's express written consent 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.following:

Termination by the Executive. The Executive may terminate his her employment hereunder (i) with Good Reason at any time for any reason, including but not limited or (ii) without Good Reason by providing twelve months’ prior written notice to Good Reasonthe Company. 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: consent (iA) a failure by the Company to comply with any material diminution provision of this Agreement, including a change in the Executive’s principal place of employment; (B) the assignment to the Executive by the Company of duties inconsistent in a material adverse respect with the Executive’s position, authority, duties or responsibilities with the Company, as applicable, as in effect on the Effective Date including, but not limited to, any material reduction in such position, authority, duties or responsibilities, authority and function; (ii) or a material reduction change in the Executive’s Base Salary titles as then in effect, except pursuant to a salary reduction program affecting substantially all in connection with the termination of her employment on account of her death, disability or for Cause or without Cause, (C) without the employees of the CompanyExecutive’s prior written consent, 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 Base Salary and annual benefits in accordance with provisions of Schedule I, (D) material adverse change in Executive’s Base Salary of more than ten percent reporting relationship (10%which shall include no longer reporting to the group CEO), (E) 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); condition of employment or (ivF) 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 purported termination of the Executive’s employment, benefits or compensation. “employment by the Company that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 6(d) hereof; provided that in order to terminate her employment with Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “shall have first provided the Board with written notice identifying the act or acts or failure or failures to act said to constitute Good Reason” condition has occurred; (ii) Reason within 90 days of the occurrence of such act(s), or within 90 days of when the Executive notifies should have been reasonably expected to know of such occurrence, and the Company in writing Board shall have failed to cure the deficiency within 30 days after receipt of such notice and the first occurrence Executive provides a Notice of the Termination on account of Good Reason condition within 60 days following the expiration of the first occurrence of such condition; (iii) cure period in the Executive cooperates in good faith with event the Company’s efforts, for a period deficiency is 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 occurredcured.

Termination by the Executive. The Notwithstanding anything to the contrary in this Agreement, the Executive may terminate his employment hereunder at any time for any reason, including but not limited upon thirty (30) days written notice to Good Reason. For purposes of this Agreement, “Good Reason” shall mean the Company provided that the Company may pay the Executive has complied with his Salary in lieu of any portion of such notice period. The Executive may also terminate his employment hereunder after giving the “Good Reason Process” Company written notice no more than thirty (hereinafter defined30) following days after the occurrence of any of an event which constitutes Good Reason, in which event the following events without the Executive’s express written consent: Company shall (i) a material diminution in pay the Executive’s responsibilitiesExecutive on the effective date of termination all earned and unpaid Salary, authority earned and functionunpaid 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 material reduction in 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’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; and (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide services notwithstanding anything 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 contrary in any stock option agreement governing the agreement, any unvested stock option options granted to the Executive shall accelerate and vest in connection with full on the effective date of termination and the Executive may exercise such options at any time up to two-hundred seventy (270) days after the effective date of termination of his hire (as described employment. As a condition of receiving such benefits pursuant to this Agreement, the Executive shall execute and deliver to the Company prior to his receipt of such benefits a general release substantially in the Offer Letter) or any other material agreement between form attached hereto as Exhibit A provided the Executive Company executes such release and delivers an executed counterpart to the CompanyExecutive. Notwithstanding anything to the contrary in this Section 5(c), 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 for Good Reason condition during Upon Change in Control, then the Cure Period, Good Reason Executive shall be deemed not to have occurredreceive the benefits set forth in Section 5(d) below rather than as set forth in this Section 5(c).

Termination by the Executive. (1) The Executive may terminate his resign from her employment hereunder at any in the event of "Good Reason" after thirty (30) days' written notice from the Executive to the Board describing in detail the "Good Reason," if not cured within such 30-day period; provided, however, that such notice shall be given no later than ninety (90) days after the time for any reason, including but not limited that the Executive has actual knowledge of the event or condition purportedly giving rise to Good Reason. In the event of any such resignation, the Company's obligations to the Executive shall be the same as set forth in Section 9(a)(2) above, and if (A) such resignation occurs within the 18-month period commencing on the date of a Change of Control or (B) prior to a Change of Control the event constituting Good Reason for such termination was at the request of a third party who had memorialized an intention or taken steps reasonably calculated to effect a Change of Control or was otherwise in anticipation of a Change of Control, then the last sentence of Section 9(a)(2) shall apply. (2) The Executive may resign her employment hereunder other than for Good Reason at any time by giving no less than thirty (30) days' written notice to the Board. In the event of any such resignation, the Company's sole obligation to the Executive shall be for unpaid Base Salary and benefits (then owed or accrued and owed in the future, but in all events and without increasing the Executive's rights under any other provision hereof, excluding any Bonus payments not yet paid) and reimbursement of expenses pursuant to Section 5 above through the effective date of the Executive's resignation specified in the Executive's notice. (3) For the purposes of this Agreement, “"Good Reason” shall mean that " means resignation by the Executive has complied with the “Good Reason Process” (hereinafter defined) following based upon the occurrence without the Executive's express written consent 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.following:

Termination by the Executive. (a) The Executive may shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate his employment hereunder at any time for any reason, including but not limited the Term of Employment. (b) Upon termination of the Term of Employment pursuant to this Section 5.5 by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice together with any unpaid Overrides, Commission Payments and Incentive Compensation earned by Executive as of the date of termination.. The Company shall have no further liability under this Agreement other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the Company's policy on reimbursements of business expenses. (c) Upon termination of the Term of Employment pursuant to this Section 5.5 by the Executive for Good Reason, the Company shall pay to the Executive the same amount of monies that would have been payable by the Company to the Executive under Section 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability under this Agreement other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the Company's policy on reimbursements of business expenses. (d) 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 consentmean: (i) a material diminution any failure by the Company to comply with any of the provisions of Article 3 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by 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 's requiring the Executive to a greater extent than other similarly situated employees andbe based at any office or location outside of Florida, provided further, that any reduction except for travel reasonably required in the Executive’s Base Salary performance 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)'s responsibilities; or (ivii) the material breach any purported termination by the Company of the Company’s equity incentive plan Executive's employment otherwise than for Cause pursuant to Section 5.1, 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 by reason of the Executive’s employment's disability pursuant to Section 5.2 of this Agreement, benefits or compensation. “Good Reason Process” shall mean that (i) prior to 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 occurredExpiration Date.

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 of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to requires the Executive in connection with his hire to be based at a location more than sixty (as described in the Offer Letter60) or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of miles from the Executive’s employmentprincipal residence as of the Commencement Date, benefits other than on travel reasonably required to carry out the Executive's obligations under the Agreement; or compensation. “Good Reason Process” shall mean that (iv) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies failure of the Company to obtain the 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. (i) The Executive may terminate his employment hereunder (A) for Good Reason by giving the Company a Notice of Termination within ninety (90) days of the initial existence of the condition giving rise to the Executive’s termination of employment for Good Reason or (B) other than for Good Reason by giving the Company a Notice of Termination at any time for any reason, including but not limited least thirty (30) days prior to Good Reason. the Date of Termination. (ii) For purposes of this Agreement, “Good Reason” shall mean that (A) a failure by the Company or its successors or assigns to comply with any material provision of this Agreement which has not been cured within thirty (30) days after a Notice of Termination has been given by the Executive has complied with to the “Good Reason Process” Company, (hereinafter definedB) following the occurrence assignment to the Executive of any of the following events without Material Duties inconsistent with the Executive’s express written consent: position with the Company or a substantial adverse alteration in the nature or status of the Executive’s responsibilities without the consent of the Executive, except that (i) a material diminution in determination by the Executive’s responsibilities, authority Nominating and function; Corporate Governance Committee of the Board of Directors not to nominate the Executive for re-election as a director of the Company or (ii) a failure by the Company’s stockholders to elect the Executive as a director of the Company shall not be deemed to be “Good Reason,” (C) without the consent of the Executive, a material reduction in the Executive’s Base Salary except pursuant employee benefits other than a reduction generally applicable to a salary reduction program affecting substantially all of the employees similarly situated executives of the Company, provided, that it does not adversely affect (D) without the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in consent of 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 , relocation of the Company’s equity incentive plan principal place of business outside of the Borough of Manhattan in the City of New York, (E) any failure by the Company to pay the Executive Base Salary or any Incentive Bonus to which he is entitled under a Bonus Plan, or (F) delivery by the stock option agreement governing the stock option granted Company to the Executive of a Notice of Non-Renewal in connection accordance with his hire (as described in the Offer Letterrequirements of Section 2(b) or any other material agreement between hereof; provided, however, that the Executive and shall only have the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “right to terminate his employment hereunder for Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that as a “Good Reason” condition has occurred; (ii) the Executive notifies result of such Notice of Non-Renewal by providing Notice of Termination to the Company in writing of prior to 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 occurredExpiration Date.

Termination by the Executive. (i) The Executive may terminate his employment hereunder without specifying a reason, by providing the Company with a written Notice of Termination at least 90 days prior to the effective date of such termination. At any time for any reasonthereafter, the Company shall have the right to relieve the Executive of all rights, duties and obligations, including replacing the Executive as Chairman of the Board and Chief Executive Officer of the Company; provided, however, that all other terms of this Agreement shall remain in full force and effect until terminated pursuant to Section 6(e)(iv) hereof. If the Executive terminates his employment under this Section 6(c) other than for Good Reason (as defined below), the Company shall have no further obligation to pay the Base Salary or declare a Bonus or to provide any other employee benefits hereunder except for (i) any Base Salary, Bonus or other benefits that have fully accrued and vested but not limited been paid as of the effective date of such termination and (A) any expenses as to which the Executive is entitled to reimbursement pursuant to Section 4(f) hereof. (ii) The Executive may terminate his employment hereunder for Good Reason. Reason upon giving 48 hours written notice to the Company. (iii) 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 following: (x) the assignment to the Executive of any duties materially inconsistent with the Executive’s express written consent: (i) a material diminution in 's status as the Executive’s responsibilities, authority President 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 COO of the Company, providedor a substantial adverse alteration in the nature or status of the Executive's responsibilities from those in effect on the date hereof, that it does which assignment or alteration has not adversely affect been cured within thirty (30) days after notice of such an assignment or alteration has been given by the Executive to a greater extent than other similarly situated employees andthe Company, provided further(y) the failure by the Company, that any reduction in without the Executive’s Base Salary 's written consent, to pay to the Executive any portion of more than the Executive's compensation within ten percent (10%) shall constitute Good Reason; (iii) a material change days of more than 30 miles in the geographic location at which date the Executive must provide services gives notice to the Company (except for required travel on Company business of a failure to an extent substantially consistent with the Executive’s usual business travel obligations); pay such compensation when it became due, or (ivz) the material breach a failure by the Company to comply with any other provision of this Agreement which has not been cured within ten (10) days after notice of such noncompliance has been given by the Executive to 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 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 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 means (I) the failure to continue 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) in a material diminution in the Executive’s responsibilities, authority and functioncapacity 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 Companypositions, providedduties, that it does not adversely affect the Executive to a greater extent than other similarly situated employees andauthority, provided furtherresponsibilities, that any reduction 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 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 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 physical or compensationmental infirmity which impairs the Executive’s ability to substantially perform her 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 (i) for any reason, including but not limited Good Reason (as hereinafter defined) or (ii) if her health should become impaired to Good Reasonan extent that makes the continued performance of her duties hereunder hazardous to her physical or mental health or her life. For purposes of this Agreement, “"Good Reason” " shall mean that (A) a change in control of the Company (as defined below), (B) any assignment to the Executive has complied with of any duties significantly different than those contemplated by, or any limitation of the “Good Reason Process” powers of the Executive in any respect not contemplated by, Section 3 hereof, (hereinafter definedC) following any removal of the occurrence of Executive from or any failure to re-elect the Executive to any of the following events without positions indicated in Section 3 hereof, except in connection with termination of the Executive’s express written consent: 's employment for Cause, (iD) a material diminution reduction in the Executive’s responsibilities's Total Compensation, authority and function; (ii) or a material reduction in the Executive’s Base 's fringe benefits or any other material failure by the Company to comply with Section 5 hereof, (E) failure by the Company to comply with Section 4 hereof in any significant respect, (F) failure of the Company to obtain the assumption of this Agreement by any successor as contemplated in Section 13 hereof, (G) a relocation of the Company's Principal Office without the Executive's consent, (H) the Company's failure to provide Salary except Review and benefit increases as provided to other salaried executives of the Company as specified in Section 5 hereof, or (I) the Executive remains in employment with the Company through a change in control of the Company and then voluntarily resigns or otherwise voluntarily terminates her employment upon written notice of termination by Executive to the Company at any time prior to or during the two years following a change in control of the Company. For purposes of this Agreement a "change in control of the Company" shall be deemed to have occurred if: (i) a third Person becomes the beneficial owner (as such term is defined in Rule 13d-3 promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Act")) of securities of the Company having twenty percent (20%) or more of the combined voting power of all classes of the Company's securities entitled to vote in an election of Directors of the Company; (ii) there occurs a salary reduction program affecting tender offer or exchange offer by, a merger or other business combination with, or a sale of substantially all of the employees assets of the Company, provided, that it does not adversely affect the Executive Company 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 Reasonthird Person; (iii) a material change stockholder or stockholders holding five percent (5%) or more of more than 30 miles in the geographic location at which the Executive must provide services to outstanding common stock of the Company (except for required travel on Company business proposes a reconstitution of, additions to an extent substantially consistent with or deletions from the Executive’s usual business travel obligations)Board and as a result, obtains a majority thereof; or (iv) during any period of two consecutive years during the material breach by term of this Agreement, individuals who at 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 beginning of such condition; (iii) period constitute the Executive cooperates in good faith with the Company’s efforts, Board cease for any reason other than death or disability to constitute at least 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 occurredmajority thereof.

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) the failure to continue the Executive in a material diminution in the Executive’s responsibilities, authority and functioncapacity 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 Companypositions, providedduties, that it does not adversely affect the Executive to a greater extent than other similarly situated employees andauthority, provided furtherresponsibilities, that any reduction 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 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 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 physical or compensationmental infirmity which impairs the Executive’s ability to substantially perform her 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) the failure to continue the Executive in a material diminution in the Executive’s responsibilities, authority and functioncapacity contemplated by Section 2 hereof; (ii) a material reduction in any assignment to the Executive that is materially inconsistent with the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Companypositions, 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 or 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 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; (v) any other material breach of a material term contained in this Agreement; or (vi) 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 physical or compensationmental infirmity which impairs the Executive’s ability to substantially perform his 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 under this Agreement with or without Good Reason (as defined below) at any time during either the Initial Employment Term or any extension thereof under Section 2. Upon any termination of the Executive's employment under this Section 5.3, the Company's sole compensation obligation (solely for purposes of and with respect to this Agreement and the Executive's employment with the Company or any reasonof its direct or indirect subsidiaries), including but not limited if any, shall be as provided under Section 7.2 (if the termination is without Good Reason) or Section 7.3 (if the termination is with Good Reason). If such termination is with Good Reason, the Executive shall give the Company notice, which shall identify with reasonable specificity the grounds for the Executive's resignation and provide the Company with thirty (30) days from the day such notice is given to cure the alleged grounds for resignation contained in the notice. In the event that the Executive fails, without good cause, to give such notice and the Executive's employment under this Agreement in fact terminates at the initiation of the Executive, such termination shall be deemed a termination by the Executive 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 to which the Executive’s express written consentExecutive shall not consent in writing: (i) a material diminution reduction in the Executive’s responsibilities's Base Salary, authority and function; (ii) a reduction in the Executive's annual Bonus Opportunity (as defined in Section 3.2(a)), including a material change in the individual performance goals applicable to the Executive's annual Bonus Opportunity that (A) as of the date of such change, makes achievement of those goals highly unlikely even if the Executive performs his obligations under this Agreement, and (B) would result in a reduction in the annual Bonus Opportunity, (iii) a relocation of the Executive's primary place of employment to a location more than fifty (50) miles from his place of employment as described in Section 1, (iv) the reassignment of the Executive to a position that is not an executive officer level position or the assignment of duties that are not consistent with such position, (v) following any change in the executive management of the Company pursuant to which the person serving as President of the Company as of the Effective Date becomes the Chief Executive Officer of the Company, the Executive is not designated as the President and Chief Operating Officer of the Company, with duties and responsibilities commensurate with such positions, or (vi) on or after a Change in Control (as defined in Section 7.3(d)), in addition to those events stated above, 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's actual annual Bonus or any diminution in offices, providedtitles, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction status or reporting requirements in the Executive’s Base Salary 's specific corporate officer position from those in effect as of more than ten percent one hundred eighty (10%180) shall constitute Good Reason; (iii) a material change of more than 30 miles in the geographic location at which the Executive must provide services days prior to the Company (except for required travel on Company business to Change in Control, other than an extent substantially consistent with the Executive’s usual business travel obligations); or (iv) the material breach insubstantial and inadvertent act that is remedied by the Company promptly after receipt 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 notice given by 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 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.

Termination by the Executive. (a) The Executive may terminate his employment hereunder at any time by delivering a written notice of termination to the Company. Upon delivery by the Executive to the Company of a written notice of termination as provided for herein, the Executive’s employment hereunder shall be terminated effective as of the end of the ninety (90) day period beginning on the day following the date on which the Executive delivers the written notice of termination to the Company. Notwithstanding the fact that the effective date of termination by the Executive of his employment with the Company is not effective until the end of first day following the end of the ninety (90) day period beginning on the day following the date the Executive delivers written notice of termination to the Company, the Executive shall, if directed by the Company in a written notice which it delivers to the Executive at any reasontime after receipt by the Company of a written notice of termination from the Executive, including but cease performing any duties for the Company and refrain from entering any premises at which the operations of the Company or any of its subsidiaries is conducted. In the event that the Company provides the Executive the written direction described in the preceding sentence, the Company shall continue to be obligated to pay the Executive the regular installments of his then applicable Base Salary and other benefits as though he continued to perform his services for the Company through the end of the through the end of the ninety (90) day period beginning on the day following the date the Executive delivers written notice of termination of his employment to the Company. If the Executive delivers to the Company written notice of his intent to terminate his employment with the Company and the termination is not limited a “Good Reason Termination” as described in Section 3.04(b) below, and if, following the Company’s receipt of such written notice, the Company delivers the Executive the written direction (contemplated above) which instructs the Executive to cease performing duties for the Company, the fact that the Executive has been relieved of his duties by the Company shall not be deemed or construed to provide a basis for the Executive to claim that he has terminated his employment in a termination which constitutes a “Good Reason. Reason Termination” and shall not be deemed or construed to provide the Executive a basis for claiming that his employment has been terminated by the Company without “Cause”. (a) For purposes of this Agreement, “Good Reason” the Executive’s termination of his employment pursuant to this Section 3.04 shall mean that the Executive has complied with the be deemed to be a “Good Reason ProcessTermination” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentif: (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 one or more 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 events 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 following sentence has occurred; (ii) the Executive notifies has, no later than ninety (90) days following the occurrence of any such event, provided written notice to the Company in writing of that the first occurrence of event has occurred and that the Good Reason condition Executive intends to terminate his employment with the Company unless, within 60 thirty (30) days of following the first occurrence receipt of such conditionnotice, the Company fully and completely restores the Executive to the position which he would have been in had such event not occurred; and (iii) the Company does not, within thirty (30) days following the receipt of the written notice described in the foregoing clause, fully and completely restore the Executive cooperates to the position he would have been in good faith had such event not occurred. The events referred to in the foregoing definition of a Good Reason Termination are as follows: (A) the Executive's annual Base Salary and/or annual or long term cash or equity based bonus opportunity as a percentage of his Base Salary is reduced or any other material compensation or benefit arrangement for the Executive is reduced (and such reduction in the Executive’s Base Salary, annual or long term cash or equity based bonus opportunity or other material compensation or benefit arrangement is not made in accordance with a reduction in the base salaries, bonus opportunity or other material compensation payable to a majority of the other executive officers of the Company); (B) the Executive's duties or responsibilities are changed in a manner with the Companyresult that the Executive’s effortsnew duties and responsibilities are: (I) materially greater than the Executive’s duties and responsibilities immediately prior to such change and such change in the Executive’s duties and responsibilities is not accompanied by a mutually agreeable increase in compensation, for a period not less than 30 days following such notice including Base Salary and annual and long term cash and equity incentive compensation opportunities; or (II) decreased or otherwise limited so as to be inconsistent with the “Cure Period”Executive’s position (including status, offices, title and reporting requirements) immediately prior to remedy the condition; change in the Executive’s duties; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (vC) the Executive terminates his employment within 60 days after Executive’s authority is: (I) materially increased, without the end Executive’s consent and without a mutually agreeable increase in compensation, including Base Salary and annual and long-term cash and equity incentive compensation opportunities, of the Cure Period. If Executive; or (II) reduced or otherwise limited, in each case so as to be inconsistent with the Company cures authority which accompanied the Good Reason condition during Executive’s position immediately prior to the Cure Periodchange in the Executive’s authority; and (D) any other material breach of this Agreement by the Company, Good Reason shall be deemed not to have occurredwithout the Executive’s consent.

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 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) the failure to continue the Executive in a material diminution in the Executive’s responsibilities, authority and functioncapacity 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 furtherresponsibilities, that any reduction 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 his 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 (i) for any reason, including but not limited Good Reason (as hereinafter defined) or (ii) if his health should become impaired to Good Reasonan extent that makes the continued performance of his duties hereunder hazardous to his physical or mental health or his life. For purposes of this Agreement, “"Good Reason” " shall mean that (A) a change in control of the Company (as defined below), (B) any assignment to the Executive has complied with of any duties significantly different than those contemplated by, or any limitation of the “Good Reason Process” powers of the Executive in any respect not contemplated by, Section 3 hereof, (hereinafter definedC) following any removal of the occurrence of Executive from or any failure to re-elect the Executive to any of the following events without positions indicated in Section 3 hereof, except in connection with termination of the Executive’s express written consent: 's employment for Cause, (iD) a material diminution reduction in the Executive’s responsibilities's Total Compensation, authority and function; (ii) or a material reduction in the Executive’s Base 's fringe benefits or any other material failure by the Company to comply with Section 5 hereof, (E) failure by the Company to comply with Section 4 hereof in any significant respect, (F) failure of the Company to obtain the assumption of this Agreement by any successor as contemplated in Section 13 hereof, (G) a relocation of the Company's Principal Office without the Executive's consent, (H) the Company's failure to provide Salary except Review and benefit increases as provided to other salaried executives of the Company as specified in Section 5 hereof, or (I) the Executive remains in employment with the Company through a change in control of the Company and then voluntarily resigns or otherwise voluntarily terminates his employment upon written notice of termination by Executive to the Company at any time prior to or during the two years following a change in control of the Company. For purposes of this Agreement, a "change in control of the Company" shall be deemed to have occurred if: (i) a third Person becomes the beneficial owner (as such term is defined in Rule 13d-3 promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Act")) of securities of the Company having twenty percent (20%) or more of the combined voting power of all classes of the Company's securities entitled to vote in an election of Directors of the Company; (ii) there occurs a salary reduction program affecting tender offer or exchange offer by, a merger or other business combination with, or a sale of substantially all of the employees assets of the Company, provided, that it does not adversely affect the Executive Company 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 Reasonthird Person; (iii) a material change stockholder or stockholders holding five percent (5%) or more of more than 30 miles in the geographic location at which the Executive must provide services to outstanding common stock of the Company (except for required travel on Company business proposes a reconstitution of, additions to an extent substantially consistent with or deletions from the Executive’s usual business travel obligations)Board and as a result, obtains a majority thereof; or (iv) during any period of two consecutive years during the material breach by term of this Agreement, individuals who at 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 beginning of such condition; (iii) period constitute the Executive cooperates in good faith with the Company’s efforts, Board cease for any reason other than death or disability to constitute at least 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 occurredmajority thereof.

Termination by the Executive. (i) The Executive may terminate his employment hereunder at any time for any reason, including but not limited to (A) Good Reason or (B) without Good Reason. . (ii) 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 express written consent, any material breach of this Agreement by the Company which is not cured within the Notice Period (as defined below). A material breach of this Agreement shall include, but not be limited to: (iA) the failure by the Company to have any successor to all or substantially all of the business and/or assets of the Company expressly assume and agree to perform this Agreement in accordance with Section 12 hereof; (B) following a Change in Control, the relocation of the Executive’s principal place of employment to a site outside of the metropolitan area of the Executive’s previous principal place of employment; (C) following a Change in Control, any material diminution adverse change in the Executive’s overall responsibilities, authority duties and functionauthorities from those in place immediately prior to such Change in Control; and (iiD) following a material reduction Change in Control, the failure by the Company to continue the Executive’s Base Salary except pursuant participation in a long-term cash or equity award or equity-based grant program (or in a comparable substitute program) on a basis not materially less favorable than that provided to the Executive immediately prior to such Change in Control. For purposes of any determination regarding the existence of Good Reason following a salary reduction program affecting substantially all Change in Control, any good faith claim by the Executive that Good Reason exists shall be presumed to be correct unless the Company establishes by clear and convincing evidence that Good Reason does not exist. In order for Executive to terminate for Good Reason, (i) Executive must notify the Board, in writing, within ninety (90) days of the employees event constituting Good Reason of the Company, providedExecutive’s intent to terminate employment for Good Reason, that it does not adversely affect specifically identifies in reasonable detail the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction manner 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 believes that 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; materially breached this Agreement (ii) the event must remain uncorrected for thirty (30) days following the date that Executive notifies the Company Board in writing of the first occurrence of the Executive’s intent to terminate employment for Good Reason condition within 60 days of (the first occurrence of such condition; “Notice Period”), and (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice termination date must occur within sixty (the “Cure Period”60) 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 expiration of the Cure Notice 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 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 he 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 employment hereunder by MZCG under this Agreement as follows: (i) voluntarily at any time during the Term, for any reason, including but not limited to Good Reason. For purposes reason other than the material breach of this AgreementAgreement by MZCG (as described in subparagraph (ii) of this paragraph (e)), “Good Reason” by giving written notice of termination to MZCG and the Company of his intention to so terminate stating the effective date of such termination, which date shall mean that be not less than thirty (30) days following the date on which such notice is given. Upon the Executive's termination of his employment pursuant to this subparagraph (i), the sole obligation of MZCG, the Company and HMG to the Executive has complied shall be to pay the Executive all accrued and unpaid Base Salary and benefits, if any, to the date of termination. (ii) in the event of a material breach by MZCG (whether intentional, reckless or the result of gross negligence) of any of its material obligations under this Agreement (a "Material Breach by MZCG"), provided, however, that this Agreement shall not be terminated pursuant to this subparagraph (ii) unless the Executive first provides MZCG and the Company with written notice of demand to cure; and such notice of demand to cure shall specify the acts or omissions that allegedly constitute the Material Breach by MZCG and a reasonable opportunity to cure such Breach, which opportunity shall not be less than thirty (30) days following the giving of notice of demand to cure; if such Material Breach by MZCG is not cured by the 30th day following the giving of notice of demand to cure by the Executive, the Executive's employment hereunder shall terminate upon such 30th day. If the Executive's employment is terminated pursuant to this subparagraph (ii), then MZCG shall pay the Executive all accrued and unpaid Base Salary to the date of termination and all other sums due and owing at the date of termination pursuant to Sections 4, 5 and 6 hereof plus one year's Base Salary ($250,000). Such amount ($250,000) shall be payable at such times as the Company customarily pays its other senior executive employees. In the event the Executive terminates this Agreement in the event of a material breach by MZCG in compliance with the “Good Reason Process” terms of this paragraph (hereinafter definede)(ii), the Executive shall also be entitled to receive the Incentive Payment and Incentive Options as provided in paragraph (f) following of this Section 7. The obligation of MZCG to make payments to the occurrence Executive under this subparagraph (ii) and/or paragraph (f) of this Section 7 shall immediately cease upon the Executive's breach of any of the following events without covenants contained in Section 8 hereof or the Executive’s express written consent: (i) a material diminution automatic, 50% reduction of his membership interest in the Executive’s responsibilities, authority and function; (ii) a material reduction in the Executive’s Base Salary except LLC pursuant to a salary reduction program affecting substantially all the terms 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 LLC Term Sheet 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 occurredLLC Agreement.

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 responsibilitiescapacity contemplated by Section 2, authority and functionabove; (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, 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 or 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 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 occurred.duties under this Agreement,

Termination by the Executive. (i) The Executive may terminate his employment hereunder (A) for Good Reason, or (B) at any time for any reason, including but not limited after the date hereof by giving the Company a Notice of Termination at least thirty (30) days prior to Good Reason. the Date of Termination. (ii) For purposes of this Agreement, “Good Reason” shall mean that (A) a failure by the Company or its successors or assigns to comply with any material provision of this Agreement (other than the Company’s payment obligations referred to in clause (E) below) which has not been cured within thirty (30) days after notice of such noncompliance has been given by the Executive has complied with to the “Good Reason Process” Company, (hereinafter definedB) following the occurrence assignment to the Executive of any of the following events without Material Duties inconsistent with the Executive’s express written consent: position with the Company or a substantial adverse alteration in the nature or status of the Executive’s responsibilities without the consent of the Executive, except that (i) a material diminution in determination by the Executive’s responsibilities, authority Nominating and function; Corporate Governance Committee of the Board of Directors not to nominate the Executive for re-election as a director of the Company or (ii) a failure by the Company’s stockholders to elect the Executive as a director of the Company shall not be deemed to be “Good Reason,” (C) without the consent of the Executive, a material reduction in the Executive’s Base Salary except pursuant employee benefits other than a reduction generally applicable to a salary reduction program affecting substantially all of the employees similarly situated executives of the Company, provided, that it does not adversely affect (D) without the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in consent of 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 , relocation of the Company’s equity incentive plan principal place of business outside of the Borough of Manhattan in the City of New York, (E) any failure by the Company to pay the Executive Base Salary or any Incentive Bonus to which he is entitled under a Bonus Plan which failure has not been cured within ten (10) days after notice of such noncompliance has been given by the stock option agreement governing Executive to the stock option granted Company or any failure of the Compensation Committee to approve a Bonus Plan for any fiscal year commencing with the 2012 fiscal year in accordance with the requirements of this Agreement, or (F) delivery by the Company to the Executive of a Notice of Non-Renewal in connection accordance with his hire (as described in the Offer Letterrequirements of Section 2(b) or any other material agreement between hereof; provided, however, that the Executive and shall only have the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “right to terminate his employment hereunder for Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that as a “Good Reason” condition has occurred; (ii) the Executive notifies result of such Notice of Non-Renewal by providing Notice of Termination to the Company in writing of prior to 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 occurredExpiration Date.

Termination by the Executive. The Executive may terminate his employment hereunder (i) with Good Reason at any time for any reason, including but not limited or (ii) without Good Reason by providing twelve months’ prior written notice to Good Reasonthe Company. 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: consent (iA) a failure by the Company to comply with any material diminution provision of this Agreement, including a change in the Executive’s principal place of employment; (B) the assignment to the Executive by the Company of duties inconsistent in a material adverse respect with the Executive’s position, authority, duties or responsibilities with the Company, as applicable, as in effect on the Effective Date including, but not limited to, any material reduction in such position, authority, duties or responsibilities, authority and function; (ii) or a material reduction change in the Executive’s Base Salary titles as then in effect, except pursuant to a salary reduction program affecting substantially all in connection with the termination of his employment on account of his death, disability or for Cause or without Cause, (C) without the employees of the CompanyExecutive’s prior written consent, 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 Base Salary and annual benefits in accordance with provisions of Schedule I, (D) material adverse change in Executive’s Base Salary of more than ten percent reporting relationship (10%which shall include no longer reporting to the group CEO), (E) 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); condition of employment or (ivF) 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 purported termination of the Executive’s employmentemployment by the Company which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 6(d) hereof; provided that in order to terminate his employment with Good Reason, benefits the Executive shall have first provided the Board with written notice identifying the act or compensation. “acts or failure or failures to act said to constitute Good Reason Process” shall mean that (i) within 90 days of the occurrence of such act(s), or within 90 days of when the Executive should have been reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) expected to know of such occurrence, and the Board shall have failed to cure the deficiency within 30 days after receipt of such notice and the Executive notifies the Company in writing provides a Notice of the first occurrence Termination on account of the Good Reason condition within 60 days following the expiration of the first occurrence of such condition; (iii) cure period in the Executive cooperates in good faith with event the Company’s efforts, for a period deficiency is 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 occurredcured.

Termination by the Executive. The Executive may terminate his employment hereunder for any reason or no reason upon one (1) month’s written notice to the Company (the “Notice Period”). In the event Executive provides notice of termination pursuant to this Section 6.2(b), the Company may elect to terminate Executive at any time during the Notice Period without such termination being deemed a termination by the Company under this Agreement; provided that the Company shall nevertheless pay the Executive for any reason, including but not limited remaining portion of the Notice Period an amount equal to Good Reasonthe Base Salary and benefits at the rate of compensation the Executive was receiving immediately before the Notice Period. For purposes of this Agreement, The Executive may also terminate his employment hereunder for “Good Reason,” shall mean that the Executive has complied with the “Good Reason Process” within sixty (hereinafter defined60) following days after the occurrence of a material breach of this Agreement by the Company. The Executive shall give the Company thirty (30) days’ written notice and opportunity to cure prior to any of termination for Good Reason based on the following events without the grounds specified above. Upon Executive’s express written consent: termination of his employment for Good Cause, the Executive shall be entitled to, at a minimum, (i) to receive his Base Salary, housing allowance and reimbursement for medical and dental premiums, under the same conditions as exist at the time of termination, for a material diminution in severance period until the Executive’s responsibilities, authority and functionend of the Initial Term or the then current Extension Period; (ii) a material reduction in to receive reimbursement for corporate expenses incurred through the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all date of the employees of the Companytermination, 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 have any unvested 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 Companyto immediately vest, 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 in the event the board had approved a Bonus, to receive such efforts, amount would be paid in the Good Reason condition continues to exist; case of a termination without cause and (v) to receive any accrued but unused vacation. The Company's obligations under this Section 6.2(b) are not subject to any right of setoff and impose no duty to mitigate on Executive. As a condition of receiving severance benefits pursuant to this Section 6.2(b), the Executive terminates shall execute and deliver to the Company prior to his employment within 60 days after receipt of such benefits a general release in substantially the end form set forth in Annex A hereto. The obligations of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not under this Section 6.2(b) are subject to have occurredExecutive's compliance with Section 7 hereof.

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 (a) If the Executive has complied terminates the Executive’s employment with the “Company with Good Reason Process” (as hereinafter defined) following ), and such termination constitutes a “separation from service” under Section 409A, the occurrence of Executive will not be entitled to receive any of the following events without payments or benefits provided for herein, except the Executive’s express written consentCompany shall: (i) a material diminution pay the Executive’s base salary through the Termination Date; (ii) pay the Executive an amount equal to the Executive’s base salary during the Severance Period payable in equal installments, in accordance with the Company’s normal payroll practices, beginning with the first payroll date following the 45th day after the Termination Date; (iii) until the earlier of: (a) the end of the Severance Period; or (b) the date the Executive commences new employment, pay the Executive an amount (which shall be includable in the Executive’s responsibilitiesgross income) equal to the applicable premium rate under COBRA, authority if any, for the Executive and functionthe Executive’s covered beneficiaries with respect to any welfare benefits for which the Executive and the Executive’s covered beneficiaries timely elect COBRA coverage; (iv) provide the Executive with all benefits that are accrued but unpaid as of the Termination Date; (v) provide the Executive with all benefits expressly available upon termination of employment in accordance with the plans and programs of the Company applicable to the Executive on the Termination Date (but without duplication of any benefits or payments otherwise provided for hereunder); and (vi) pay the Executive a pro-rated Bonus for the calendar year of the Executive’s termination, which shall be calculated in the Company’s reasonable discretion. (b) If the Executive terminates the Executive’s employment with the Company without Good Reason, the Executive will not be entitled to any payments or benefits provided for herein, except the Company shall: (i) pay the Executive’s base salary through the Termination Date; (ii) a material reduction in provide the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially Executive with all benefits that are accrued but unpaid as 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 ReasonTermination Date; and (iii) a material change of more than 30 miles in the geographic location at which provide the Executive must provide services to with all benefits expressly available upon termination of employment in accordance with the plans and programs of 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 applicable to the Executive in connection with his hire on the Termination Date (as described in the Offer Letter) or but without duplication of 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, payments otherwise provided 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 occurredhereunder).

Termination by the Executive. (a) The Executive may terminate his employment hereunder at any time by delivering a written notice of termination to the Company. Upon delivery by the Executive to the Company of a written notice of termination as provided for herein, the Executive’s employment hereunder shall be terminated effective as of the end of the ninety (90) day period beginning on the day following the date on which the Executive delivers the written notice of termination to the Company. Notwithstanding the fact that the effective date of termination by the Executive of his employment with the Company is not effective until the end of first day following the end of the ninety (90) day period beginning on the day following the date the Executive delivers written notice of termination to the Company, the Executive shall, if directed by the Company in a written notice which it delivers to the Executive at any reasontime after receipt by the Company of a written notice of termination from the Executive, including but cease performing any duties for the Company and refrain from entering any premises at which the operations of the Company or any of its subsidiaries is conducted. In the event that the Company provides the Executive the written direction described in the preceding sentence, the Company shall continue to be obligated to pay the Executive the regular installments of his then applicable Base Salary and other benefits as though he continued to perform his services for the Company through the end of the through the end of the ninety (90) day period beginning on the day following the date the Executive delivers written notice of termination of his employment to the Company. If the Executive delivers to the Company written notice of his intent to terminate his employment with the Company and the termination is not limited a “Good Reason Termination” as described in Section 3.04(b) below or a “No-Fault Termination” as described in Section 3.04(c) below, and if, following the Company’s receipt of such written notice, the Company delivers the Executive the written direction (contemplated above) which instructs the Executive to cease performing duties for the Company, the fact that the Executive has been relieved of his duties by the Company shall not be deemed or construed to provide a basis for the Executive to claim that he has terminated his employment in a termination which constitutes a “Good Reason. Reason Termination” and shall not be deemed or construed to provide the Executive a basis for claiming that his employment has been terminated by the Company without “Cause”. (b) For purposes of this Agreement, “Good Reason” the Executive’s termination of his employment pursuant to this Section 3.04 shall mean that the Executive has complied with the be deemed to be a “Good Reason ProcessTermination” (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consentif: (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 one or more 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 events 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 following sentence has occurred; (ii) the Executive notifies has, no later than ninety (90) days following the occurrence of any such event, provided written notice to the Company in writing of that the first occurrence of event has occurred and that the Good Reason condition Executive intends to terminate his employment with the Company unless, within 60 thirty (30) days of following the first occurrence receipt of such conditionnotice, the Company fully and completely restores the Executive to the position which he would have been in had such event not occurred; and (iii) the Company does not, within thirty (30) days following the receipt of the written notice described in the foregoing clause, fully and completely restore the Executive cooperates to the position he would have been in good faith had such event not occurred. The events referred to in the foregoing definition of a Good Reason Termination are as follows: (A) the Executive’s annual Base Salary and/or annual or long term cash or equity based bonus opportunity as a percentage of his Base Salary is reduced or any other material compensation or benefit arrangement for the Executive is reduced (and such reduction in the Executive’s Base Salary, annual or long term cash or equity based bonus opportunity or other material compensation or benefit arrangement is not made in accordance with a reduction in the base salaries, bonus opportunity or other material compensation payable to a majority of the other executive officers of the Company); (B) the Executive’s duties or responsibilities are changed in a manner with the result that the Executive’s new duties and responsibilities are: (I) materially greater than the Executive’s duties and responsibilities immediately prior to such change and such change in the Executive’s duties and responsibilities is not accompanied by a mutually agreeable increase in compensation, including Base Salary and annual and long term cash and equity incentive compensation opportunities; or (II) decreased or otherwise limited so as to be inconsistent with the Executive’s position (including status, offices, title and reporting requirements) immediately prior to the change in the Executive’s duties; (C) the Executive’s authority is: (I) materially increased, without the Executive’s consent and without a mutually agreeable increase in compensation, including Base Salary and annual and long-term cash and equity incentive compensation opportunities, of the Executive; or (II) reduced or otherwise limited, in each case so as to be inconsistent with the authority which accompanied the Executive’s position immediately prior to the change in the Executive’s authority; and (D) any other material breach of this Agreement by the Company, without the Executive’s effortsconsent. (c) If the Executive delivers written notice of his intent to terminate his employment with the Company to the Company at any time during the fifteen (15) day period beginning on the first day following the first anniversary of the date first set forth above in this Agreement, the termination of the Executive’s employment shall be effective at the time provided for by Section 3.04(a) above and, for a period not less than 30 days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such effortspurposes of this Agreement, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end termination of the Cure Period. If Executive’s employment with the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed to be a “No-Fault Termination”. For the avoidance of doubt, if the Executive delivers written notice of his intent to terminate his employment to the Company on any day other than a day which occurs during the fifteen (15) day period described in the preceding sentence, the termination of the Executive’s employment which occurs as a result of the delivery of any such notice shall not be deemed to have occurredbe a “No-Fault Termination”.

Termination by the Executive. (i) The Executive may terminate his employment hereunder without specifying a reason, by providing the Company with a Written Notice of Termination at least 90 days prior to the effective date of such termination. At any time for any reasonthereafter, the Company shall have the right to relieve the Executive of all rights, duties and obligations, including replacing the Executive as Chairman of the Board and Chief Executive Officer of the Company; provided, however, that all other terms of this Agreement shall remain in full force and effect until terminated pursuant to Section 6(e)(iv) hereof. If the Executive terminates his employment under this Section 6(c) other than for Good Reason (as deemed below, the Company shall have no further obligation to pay the Base Salary or declare a Bonus or to provide any other employee benefits hereunder except for (i) any Base Salary, Bonus or other benefits that have fully accrued and vested but not limited been paid as of the effective date of such termination and (ii) any expenses as to which the Executive is entitled to reimbursement pursuant to Section 4(f) hereof. (ii) The Executive may terminate his employment hereunder for Good Reason. Reason upon giving 48 hours written notice to the Company. (iii) 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 following: (x) the assignment to the Executive of any duties materially inconsistent with the Executive’s express written consent: (i) a material diminution in 's status as 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 Chief Executive Officer of the Company, providedor a substantial adverse alteration in the nature or status of the Executive's responsibilities from those in effect on the date hereof, that it does which assignment or alteration has not adversely affect been cured within thirty (30) days after notice of such an assignment or alteration has been given by the Executive to a greater extent than other similarly situated employees andthe Company, provided further(y) the failure by the Company, that any reduction in without the Executive’s Base Salary 's written consent, to pay to the Executive any portion of more than the Executive's compensation within ten percent (10%) shall constitute Good Reason; (iii) a material change days of more than 30 miles in the geographic location at which date the Executive must provide services gives notice to the Company (except for required travel on Company business of a failure to an extent substantially consistent with the Executive’s usual business travel obligations); pay such compensation when it became due, or (ivz) the material breach a failure by the Company to comply with any other provision of this Agreement which has not been cured within ten (10) days after notice of such noncompliance has been given by the Executive to 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 shall be entitled to voluntarily terminate his employment hereunder under this Employment Agreement at any time time, whether for Good Reason (as defined below) or for any reason or for no reason, including but provided that the Executive shall give ninety (90) days prior written notice to the Companies (the “Notice Period”), specifying the date as of which his termination is to become effective. During the Notice Period, the Executive shall cooperate fully with the Companies in recruiting, hiring and training any successor(s) and achieving a smooth transition of such of the Executive’s duties and responsibilities to such successors and other person(s) as may be designated by the Board. The Companies reserve the right to accelerate the Date of Termination (as defined in Subsection 10(f) below) with respect to a termination by the Executive of his employment under this Employment Agreement by giving the Executive prior written notice; such acceleration, if any, shall not limited constitute termination without Cause by the Companies or give rise to a termination by the Executive for Good Reason. For purposes of this Agreement, the term “Good Reason” shall mean that (x) the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any reduction of the following events Executive’s duties or responsibilities without the Executive’s express consent or the assignment of duties to the Executive which are inconsistent with his position, which reduction or assignment has not ceased within thirty (30) days after a written consent: (i) a material diminution in demand for correction is received by the Companies from 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 shall not be entitled to terminate his employment for Good Reason so long as he is employed in a greater extent than headquarters managerial position regardless of whether other similarly situated employees andpersons are elevated to, provided furtheror hired for superior positions, 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 (ivy) the any material breach by the Company Companies of Sections 5 or 8 hereof which has not been cured within thirty (30) days following receipt 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 Companies of written notice thereof from 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 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 Chairman and Chief Executive Officer, Marsh; (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; or (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 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 from his current work location. 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 the first occurrence of the Good Reason condition employment within 60 30 days of the first occurrence (as determined without regard to any prior occurrence that was subsequently remedied by the Company) of such condition; (iii) a Good Reason circumstance set forth above. Such notice must specify which of the circumstances set forth above the Executive cooperates in good faith with is relying on and the Company’s efforts, for a period not less particular action(s) or inaction(s) giving rise to such circumstance. The Good Reason 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.

Termination by the Executive. (a) The Executive may shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate his employment hereunder at any time for any reason, including but not limited the Term of Employment. (b) Upon termination of the Term of Employment pursuant to this Section 5.5 by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary (and Bonus due) through the effective date of termination specified in such notice. The Company shall have no further liability under this Agreement other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the Company's policy on reimbursements of business expenses. (c) Upon termination of the Term of Employment pursuant to this Section 5.5 by the Executive for Good Reason, the Company shall pay to the Executive the same amount of monies that would have been payable by the Company to the Executive under Section 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability under this Agreement other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the Company's policy on reimbursements of business expenses. (d) 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 consentmean: (i) a material diminution in the assignment to the Executive of any duties materially inconsistent with the Executive’s 's current position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, authority excluding for this purpose an isolated, insubstantial and functioninadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (ii) a material reduction in any failure by the Executive’s Company to pay the 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 (and Bonus due) 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 installments consistent with the Executive’s usual business travel obligations); or (iv) the material breach Company's normal payroll schedule, subject to applicable withholding and other taxes, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt 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 notice thereof given by 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) 's requiring the Executive terminates his employment within 60 days after to be based at any office or location outside of Florida, except for travel reasonably required in the end performance of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurredExecutive's responsibilities.

Termination by the Executive. (a) The Executive may shall at all times have the right, upon one hundred twenty (120) days’ written notice to the Company, to terminate his employment under the Agreement. (b) Upon termination of Executive’s employment pursuant to this Subsection 7.5 by the Executive without Good Reason, as defined below, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, and the Company shall pay the Executive his Performance Bonus, calculated through the date of termination on a pro-rated basis for the entire calendar year, within 2 1/2 months of the Company’s fiscal year. The Company shall have no further liability under this Agreement other than for reasonable reimbursement business expenses incurred prior to the date of termination, subject, however, to the Company’s policy on reimbursements of business expenses and the Common Stock Equivalent Tax Liability Payment. (c) Upon termination of Executive’s employment under this Agreement pursuant to this Subsection 7.5 by the Executive for Good Reason, the Company shall be obligated to pay to the Executive any unpaid Base Salary earned through the effective date of termination and the Termination Pay set forth in Section 7.4, as if the Executive was terminated by the Company without cause. Any payment due hereunder at any time to Executive shall be paid upon the same terms and conditions as provided for any reasonin Section 7.4, including as if the Executive was terminated without cause. The Company shall have no further liability except as specifically provided herein, including, but not limited to, for the Stock Option Tax Liability Payment and for reasonable reimbursement business expenses incurred prior to Good Reason. the date of termination, subject, however, to the Company’s policy on reimbursements of business expenses. (d) 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 one or more of the following events conditions which initially occur without the Executive’s express written consentconsent within the one (1) year period immediately preceding the date of termination of his employment by Executive: (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 or default by the Company of the Company’s equity incentive plan this Agreement 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 Company’s requiring the Executive notifies to be based at any office or location outside of Dade, Broward and Palm Beach Counties in the State of Florida, except for travel reasonably required in the performance of Executive’s responsibilities. However, no Good Reason for termination shall be deemed to exist unless Executive provides to the Company in writing a written notice of the first occurrence existence of the condition establishing Good Reason condition within 60 ninety (90) days of its initial existence, and 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”) Company fails to remedy the condition; condition within thirty (iv30) notwithstanding days following the receipt of 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 occurrednotice.

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 (a) If the Executive has complied terminates the Executive’s employment with the “Company with Good Reason Process” (as hereinafter defined) following ), and such termination constitutes a “separation from service” under Section 409A, the occurrence of Executive will not be entitled to receive any of the following events without payments or benefits provided for herein, except the Executive’s express written consentCompany shall: (i) a material diminution pay the Executive’s base salary through the Termination Date; (ii) pay the Executive an amount equal to the Executive’s base salary during the Severance Period payable in equal installments, in accordance with the Company’s normal payroll practices, beginning with the first payroll date following the 45th day after the Termination Date; (iii) until the earlier of: (a) the end of the Severance Period; or (b) the date the Executive commences new employment, pay the Executive an amount (which shall be includable in the Executive’s responsibilities, authority and function; (iigross income) 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 equal to the Company (except applicable premium rate under COBRA, if any, 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 Executive’s covered beneficiaries with respect to any welfare benefits for which the terms Executive 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 conditioncovered beneficiaries timely elect COBRA coverage; (iv) notwithstanding such efforts, provide the Good Reason condition continues to existExecutive with all benefits that are accrued but unpaid as of the Termination Date; and (v) provide the Executive with all benefits expressly available upon termination of employment in accordance with the plans and programs of the Company applicable to the Executive on the Termination Date (but without duplication of any benefits or payments otherwise provided for hereunder). (b) If the Executive terminates his the Executive’s employment within 60 days after with the end Company without Good Reason, the Executive will not be entitled to any payments or benefits provided for herein, except the Company shall: (i) pay the Executive’s base salary through the Termination Date; (ii) provide the Executive with all benefits that are accrued but unpaid as of the Cure Period. If Termination Date; and (iii) provide the Executive with all benefits expressly available upon termination of employment in accordance with the plans and programs of the Company cures applicable to the Good Reason condition during Executive on the Cure Period, Good Reason shall be deemed not to have occurredTermination Date (but without duplication of any benefits or payments otherwise provided for hereunder).

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 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" 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: (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 " means (i) the failure to continue the Executive reasonably determines in good faith that a “Good Reason” condition has occurredas President and Chief Executive Officer of the Company; (ii) the Executive notifies the Company in writing failure of the first occurrence of Board to nominate the Good Reason condition within 60 days of Executive for election to the first occurrence of such conditionBoard at the Company's annual stockholder meeting; (iii) the assignment to the Executive cooperates of any duties materially inconsistent with, or the failure to assign to the Executive duties materially consistent with, the Executive's positions, duties, authority, responsibilities and reporting requirements as set forth 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 conditionSection 2 hereof; (iv) notwithstanding such efforts, a reduction in or a material delay in payment of the Good Reason condition continues Executive's total cash compensation and benefits from those required to existbe provided in accordance with the provisions of this Agreement; and (v) the Company, the Board or any person controlling the Company requires the Executive terminates his employment within 60 days after the end to be based outside of the Cure Period. If United States, other than on travel reasonably required to carry out the Executive's obligations under the Agreement or (vi) the failure of the Company cures 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 not later than the effective date of a merger, consolidation, sale or similar transaction; provided, however, that -------- ------- "Good Reason condition during Reason" shall not include (A) acts not taken in bad faith which are cured by the Cure PeriodCompany in all respects not later than thirty (30) days from the date of receipt by the Company of a written notice from the Executive identifying in reasonable detail the act or acts constituting "Good Reason" (a "Preliminary Notice of Good Reason") or (B) acts taken by the Company to reassign the Executive's duties and/or titles to another person or persons if the Executive has suffered a physical or mental infirmity which renders him unable to substantially perform his duties under this Agreement, provided that any such acts may be taken by the Company only after receiving an opinion of a physician reasonably acceptable to the Executive or his legal representative stating that there is no reasonable likelihood that the Executive will be able to return to full-time employment with the Company performing his duties hereunder within six (6) months. A Preliminary Notice of Good Reason shall be deemed not to have occurrednot, by itself, constitute a Notice of Termination.

Termination by the Executive. The Executive may shall be entitled to voluntarily terminate his employment hereunder at any time for any Good Reason (as defined below), and after December 1, 2008 for other reason or no reason, including but provided that (i) if the Executive voluntarily terminates employment within thirty (30) months after the Effective Date, the Executive shall give six (6) months prior written notice to the Company, and (ii) if the Executive voluntarily terminates employment after the thirtieth (30th) month after the Effective Date, the Executive shall give ninety (90) days prior written notice to the Company (in either case, the “Notice Period”), specifying the date as of which his termination is to become effective. During the Notice Period, the Executive shall cooperate fully with the Company in recruiting, hiring and training any successor(s) and achieving a smooth transition of such of the Executive’s duties and responsibilities to such successors and other person(s) as may be designated by the Board. The Company reserves the right to accelerate the Date of Termination (as defined in Subsection (f) below) with respect to a termination by the Executive of his employment hereunder by giving the Executive prior written notice; such acceleration, if any, shall not limited to Good Reasonconstitute termination without Cause by the Company. For purposes of this Agreement, the term “Good Reason” shall mean that (x) the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any reduction of the following events Executive’s duties or responsibilities without the Executive’s express consent or the assignment of duties to the Executive which are inconsistent with his position, which reduction or assignment has not ceased within thirty (30) days after a written consent: demand for correction is received by the Company from the Executive; provided, that the Executive shall not be entitled to terminate his employment for Good Reason so long as he is employed in a headquarters managerial position regardless of whether other persons are elevated to, or hired for superior positions, (iy) a material diminution in the relocation or attempted relocation of the Executive’s responsibilities, authority and function; principal place of employment beyond a fifty (ii50) a material reduction in mile radius of the Company’s current location without the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Companyconsent, 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 (ivz) the any material breach by the Company of Sections 5, 8 or 9 hereof which has not been cured within thirty (30) days following receipt 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 Company of written notice thereof from 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 (a) If the Executive has complied terminates her employment with the “Company with Good Reason Process” (as hereinafter defined) following ), and such termination constitutes a “separation from service” under Section 409A, the occurrence of Executive will not be entitled to receive any of the following events without payments or benefits provided for herein except the Executive’s express written consentCompany shall: (i) pay her base salary through the Termination Date; (ii) pay her a material diminution Pro-Rated Bonus; (iii) pay her an amount equal to her base salary during the Severance Period payable in equal installments, in accordance with the Company’s normal payroll practices, beginning with the first payroll date following the 45th day after the Termination Date; (iv) provide the Executive with all benefits that are accrued but unpaid as of the Termination Date; (v) provide the Executive with all benefits expressly available upon termination of employment in accordance with the plans and programs of the Company applicable to the Executive on the Termination Date (but without duplication of any benefits or payments otherwise provided for hereunder); and (vi) until the earlier of: (a) the end of the Severance Period; or (b) the date the Executive commences new employment, pay the Executive an amount (which shall be includable in the Executive’s responsibilitiesgross income) equal to the applicable premium rate under COBRA, authority if any, for the Executive and functionthe Executive’s covered beneficiaries with respect to any welfare benefits for which the Executive and the Executive’s covered beneficiaries timely elect COBRA coverage. (b) If the Executive terminates her employment with the Company without Good Reason, the Executive will not be entitled to any payments or benefits provided for herein except the Company shall: (i) pay her base salary through the Termination Date; (ii) a material reduction in provide the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially Executive with all benefits that are accrued but unpaid as 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 ReasonTermination Date; and (iii) a material change of more than 30 miles in the geographic location at which provide the Executive must provide services to with all benefits expressly available upon termination of employment in accordance with the plans and programs of 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 applicable to the Executive in connection with his hire on the Termination Date (as described in the Offer Letter) or but without duplication of 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, payments otherwise provided 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 occurredhereunder).

Termination by the Executive. (1) The Executive may terminate resign from his or her employment hereunder at any in the event of "Good Reason" after thirty (30) days' written notice from the Executive to the Company board of directors describing in detail the "Good Reason," if not cured within such 30-day period; provided, however, that such notice shall be given no later than ninety (90) days after the time for any reason, including but not limited that the Executive has actual knowledge of the event or condition purportedly giving rise to Good Reason. In the event of any such resignation, the Company's obligations to the Executive shall be the same as set forth in Section 10(a)(2) above, and if (A) such resignation occurs within the 18-month period commencing on the date of a Change of Control or (B) prior to a Change of Control the event constituting Good Reason for such termination was at the request of a third party who had memorialized an intention or taken steps reasonably calculated to effect a Change of Control or was otherwise in anticipation of a Change of Control, then the last sentence of Section 10(a)(2) shall apply. (2) The Executive may resign his or her employment hereunder other than for Good Reason at any time by giving no less than thirty (30) days' written notice to the Company board of directors. In the event of any such resignation, the Company's sole obligation to the Executive shall be for unpaid Base Salary and benefits (then owed or accrued and owed in the future, but in all events and without increasing the Executive's rights under any other provision hereof, excluding any Bonus payments not yet paid) and reimbursement of expenses pursuant to Section 6 above through the effective date of the Executive's resignation specified in the Executive's notice. (3) For the purposes of this Agreement, “"Good Reason” shall mean that " means resignation by the Executive has complied with the “Good Reason Process” (hereinafter defined) following based upon the occurrence without the Executive's express written consent 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.following:

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) the failure to continue the Executive in a material diminution in the Executive’s responsibilities, authority and functioncapacity 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 Companypositions, 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 or 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 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 material breach Company, the Board or any person controlling the Company requires the Executive to be based outside of Columbus, Ohio, 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 physical or compensationmental infirmity which impairs the Executive’s ability to substantially perform his 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 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” 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) the failure to continue the Executive in a material diminution in the Executive’s responsibilitiescapacity contemplated by Section 2 hereof (or, authority and functionif applicable, Section 10(h)(i) 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 Companypositions, providedduties, that it does not adversely affect the Executive to a greater extent than other similarly situated employees andauthority, provided furtherresponsibilities, that any reduction and reporting requirements as set forth in the Executive’s Base Salary of more than ten percent Section 2 hereof (10%or, if applicable, Section 10(h)(i) 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 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 a written notice from the Executive identifying in reasonable detail the act or acts constituting “Good Reason” (a “Preliminary Notice of Good Reason”) or (B) acts taken by the Company by reason of the Executive’s physical or mental infirmity which impairs the Executive’s ability to substantially perform her duties under this Agreement. A Preliminary Notice of Good Reason shall not, by itself, constitute a Notice of Termination. Notwithstanding anything in this Agreement to the contrary, the Executive may terminate employment for “Good Reason“ hereunder by providing the Company’s equity incentive plan , at any time from September 1, 2005 through February 28, 2006, notice of intent to terminate employment hereunder for any reason as of the date sixty (60) days following the date of such notice (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 of such earlier date as may be mutually agreed by the Executive and the Company), if anywhich such date shall be treated as the “Termination Date” hereunder, concerning and the terms and conditions Company agrees that any such termination of the Executive’s employment, benefits or compensation. “Good Reason Process” employment shall mean that (i) the Executive reasonably determines in good faith that be treated for all purposes hereunder as a termination of employment 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 without Good Reason (as defined below) 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 reasonGood 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 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 CompanyExecutive’s effortsprincipal residence as of the Effective Date, for a period not less other than 30 days following such notice (on travel reasonably required to carry out the “Cure Period”) to remedy Executive’s obligations under 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 below); 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 thirty (30) 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” 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) the failure to continue the Executive in a material diminution in the Executive’s responsibilities, authority and functioncapacity 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 Companypositions, providedduties, that it does not adversely affect the Executive to a greater extent than other similarly situated employees andauthority, provided furtherresponsibilities, that any reduction 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 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 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 physical or compensationmental infirmity which impairs the Executive’s ability to substantially perform his 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 (A) for any reason, including but not limited to Good Reason or (B) by voluntarily resigning without Good Reason. For purposes the purpose of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter definedA) 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, position, responsibilities, authority and functionor duties described in Section 3(a) hereof; (iiB) a material reduction in any breach of the provisions of Section 4 hereof with respect to the place of performance of the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Companyservices hereunder; or, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that (C) 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 provisions of Section 3(b) or the stock option agreement governing the stock option granted Section 5 hereof with respect to compensation and related matters. A termination by the Executive in connection with his hire for Good Reason pursuant to clauses (as described in the Offer LetterA), (B) or any other material agreement between (C) of this Section 6(a)(iv) shall not take effect unless the following provisions of this paragraph are complied with. The Company shall be given written notice by the Executive of his intention to terminate this Agreement for Good Reason. Such notice shall (1) state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Good Reason is based and (2) be given within 30 days of the CompanyExecutive learning of such act or acts or failure or failures to act. The Company shall have 30 days after the date that such written notice has been received by the Company to cure such conduct. Upon receipt of such written notice, if any, concerning the terms and conditions of Board shall be entitled to request a meeting with the Executive to discuss the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “request to terminate this Agreement for Good Reason” condition has occurred; (ii) . Such hearing shall be held within 15 days of such notice to the Executive notifies Executive, provided the Company in writing of the first occurrence of the Good Reason condition Board requests such hearing within 60 ten days of the first occurrence of such condition; (iii) written notice from the Executive cooperates in good faith with the Company’s effortsof his intention to terminate this Agreement for Good Reason. If, for a period not less than 30 within five days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such effortshearing, the Executive provides the Board with written notice confirming that, in his judgment, grounds exist for termination for Good Reason condition continues to exist; and (v) on the basis of the original notice, the employment of the Executive terminates his employment within 60 days after the end of the Cure Period. If shall terminate for Good Reason; provided that the Company cures shall not thereafter be precluded from challenging the Executive’s determination to terminate this Agreement for 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 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) the failure to continue the Executive in a material diminution in the Executive’s responsibilities, authority and functioncapacity contemplated by Section 2 hereof; (ii) a material reduction in any assignment to the Executive that is materially inconsistent with the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Companypositions, 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 or 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 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; (v) any delivery of a Preliminary Notice of Good Reason that is delivered by the Executive to the Company after April 1, 2010; (vi) any other material breach of a material term contained in this Agreement; or (vi) 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 physical or compensationmental infirmity which impairs the Executive’s ability to substantially perform his 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 not, by itself, constitute a Notice of Termination. Further, notwithstanding anything in the Agreement to have occurredthe contrary, the Company agrees to accept as Good reason any Preliminary Notice of Good reason delivered pursuant to Section 9 (c)(v) above and upon said receipt to specify a Termination Date to occur no later than six (6) months from the receipt of the Preliminary Notice of Good Reason.

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 and functionoffices, titles, reporting lines or reporting requirements), authority, duties, or responsibilities as contemplated by this Agreement; (iiB) any removal of the Executive from his position as Executive Vice President and General Counsel of the Company; (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 Employment Agreement; or (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 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 from his current work location. The Executive must provide services to give the Company (except for required travel on Company business to an extent substantially consistent company 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 the first occurrence of the Good Reason condition employment within 60 days of the first occurrence (as determined without regard to any prior occurrence that was subsequently remedied by the Company) of such condition; (iii) the applicable circumstance set forth above. Such notice must specify which of the circumstances set forth above the Executive cooperates in good faith with is relying on, and the Company’s efforts, for a period not less particular action(s) or inaction(s) giving rise to such circumstance. The Good Reason termination must be effective no earlier 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 no later than 60 days after the end Executive’s delivery of the Cure Period. If written notice; 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.

Termination by the Executive. (i) The Executive may terminate his employment hereunder at any time during the Term for any reason, including but not limited to Good Reason or without Good Reason. For purposes of this Agreement, “Good Reason” for termination by the Executive of the Executive’s employment 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: ) of any one of the following acts by the Company or failures by the Company to act: (iA) the assignment to the Executive of any duties inconsistent with the Executive’s status as the President and Chief Executive Officer of the Company (including by reason of the Company becoming a subsidiary of another company) or an adverse alteration in the nature or status of the Executive’s title or responsibilities; (B) a material diminution reduction by the Company in the Executive’s responsibilities, authority and function; (ii) a material reduction in the Executive’s Annual Base Salary except pursuant or Target Bonus or the failure to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect provide the Executive to with participation in any stock option or other equity-based plan on 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 level commensurate with the Executive’s usual business travel obligations); or position with the Company; (ivC) the relocation of the Executive’s principle place of employment to a location more than fifty (50) miles from the Executive’s principal place of employment as of the Effective Date, except for reasonably required travel on the Company’s business; (D) any material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted its obligations to the Executive in connection with his hire under the terms of this Agreement; or (as described in the Offer LetterE) or any other material agreement between notice to the Executive that the Company shall not renew this Agreement, per Section 1 above. (ii) A termination of employment by the Executive for Good Reason shall be effectuated by giving the Company written notice (“Notice of Termination for Good Reason”) of the termination within ninety (90) days of the Executive becoming aware of such act or omission that constitutes Good Reason and that sets forth in reasonable detail the specific acts or omissions of the Company that constitute Good Reason and the Companyspecific provision(s) of this Agreement on which the Executive relies. A termination of employment by the Executive for Good Reason shall be effective fifteen (15) days following the date when the Notice of Termination for Good Reason is given, if any, concerning unless the terms and conditions Company cures such act or omission before the expiration of such fifteen (15)-day period. (iii) A termination of the Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) employment by 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, without Good Reason shall be deemed not to have occurredeffected by giving the Company fifteen (15) days written notice of the 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) the failure to continue the Executive in a material diminution in the Executive’s responsibilities, authority and functioncapacity 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 furtherresponsibilities, that any reduction 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 fifteen (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 (as described in reasonable detail the Offer Letter) act 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 acts constituting “Good Reason” condition has occurred; (iia “Preliminary Notice of Good Reason”) the Executive notifies or (B) acts taken by the Company in writing by reason of the first occurrence Executive's physical or mental infirmity which impairs the Executive's ability to substantially perform her duties under this Agreement. A Preliminary Notice 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 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 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, other than in connection with the removal of the Executive from his position as Chief Executive Officer or President of Kroll under circumstances described in the final sentence of this Section 5.2; (iiB) any removal of the Executive from his position as Chief Executive Officer or President of Kroll (other than a removal under circumstances described in the final sentence of this Section 5.2) or, after the Executive’s appointment as Chief Executive Officer of CARG (defined below) (which shall be the position to which Executive is appointed if his employment with the Company continues after his removal as Chief Executive Officer or President of Kroll), the Executive’s removal from his position as Chief Executive Officer of CARG; (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 Employment Agreement; or (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 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 from his current work location. 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 the first occurrence of the Good Reason condition employment within 60 30 days of the first occurrence (as determined without regard to any prior occurrence that was subsequently remedied by the Company) of such condition; (iii) a Good Reason circumstance set forth above. Such notice must specify which of the circumstances set forth above the Executive cooperates in good faith with is relying on and the Company’s efforts, for a period not less particular action(s) or inaction(s) giving rise to such circumstance. The Good Reason termination must be effective no earlier than 30 days following after the Executive’s delivery of the written notice and no later than 60 days after the occurrence of the circumstance giving rise to Good Reason; provided, however, that the Company may remedy such notice (circumstances within 30 days after receipt of the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) written notice. The removal of the Executive from his position as Chief Executive Officer or President of Kroll in connection with his simultaneous appointment as Chief Executive Officer of the Corporate Advisory & Restructuring group within Kroll (or within such other affiliate of Kroll to which the Corporate Advisory & Restructuring group may be moved (“CARG”)), shall not affect the parties’ rights and obligations under this Employment Agreement, but shall not be treated as Good Reason; provided, however, that notwithstanding any provision in this Employment Agreement to the contrary, if the Executive thereafter terminates his employment within 60 days the 30-day period commencing twelve months after the end such removal and appointment, such termination shall be treated as a termination of the Cure Period. If employment with Good Reason which the Company cures shall not have the Good Reason condition during the Cure Period, Good Reason shall be deemed not right to have occurredremedy.

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 with or without Good Reason, subject to applicable notice periods and requirements as set forth herein. For “Good Reason” means, 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 one or more of the following events without the Executive’s express prior written consent: (ia) a material diminution in the assignment to the Executive of any duties materially and adversely inconsistent with the Executive’s responsibilitiesposition, authority duties and functionresponsibilities (including reporting relationships or status with the Company), or a material reduction in the scope of the Executive’s duties or responsibilities (including reporting relationships), or in Executive’s position or title; (iib) a material reduction in the Executive’s Base Salary and/or Target Bonus, except pursuant for across-the-board annual base salary reductions or target bonus reductions for the Company’s senior executives; (c) the Company’s (i) relocation of its principal executive office in the Greater Philadelphia, PA area to a salary reduction program affecting substantially all location more than fifty miles (or such longer distance that is the minimum permissible distance under the circumstances for purposes of the employees of involuntary separation from service standards under the Company, provided, that it does not adversely affect Treasury Regulations or other guidance under Section 409A) from such principal executive office and (ii) requiring the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the relocate 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 work location at which the Executive must provide services to the Company such new principal executive office (except for required travel on business for the Company business Group), but only if such relocation results in a material increase to an extent substantially consistent with the Executive’s usual business travel obligations)normal daily commute; (d) in the case of a Change in Control, the failure of the Company to cause a successor entity to assume and agree to perform this Agreement; or (ive) the any material breach by the Company of any material provision of this Agreement. 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 of the Executive’s employment, benefits or compensation. “employment will not be deemed to have resigned for Good Reason Process” shall mean that unless (i) the Executive provides the Company with written notice setting forth in reasonable detail the facts and circumstances claimed by the Executive to constitute Good Reason within 30 days after the date of the occurrence of any event that the Executive knows or should reasonably determines in good faith that a “have known to constitute Good Reason” condition has occurred; , (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition fails to cure such acts or omissions within 60 30 days of the first occurrence following its receipt of such condition; notice, and (iii) the Executive cooperates in good faith effective date of the Executive’s resignation with Good Reason occurs no later than 30 days after the expiration of 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 occurredcure period.

Termination by the Executive. The Executive may terminate his employment hereunder at any time (i) for any reason, including but not limited Good Reason (as hereinafter defined) or (ii) if his health should become impaired to Good Reasonan extent that makes the continued performance of his duties hereunder hazardous to his physical or mental health or his life. For purposes of this Agreement, “"Good Reason” " shall mean that (A) a change in control of the Company (as defined below), (B) any assignment to the Executive has complied with of any duties significantly different than those contemplated by, or any limitation of the “Good Reason Process” powers of the Executive in any respect not contemplated by, Section 3 hereof, (hereinafter definedC) following any removal of the occurrence of Executive from or any failure to re-elect the Executive to any of the following events without positions indicated in Section 3 hereof, except in connection with termination of the Executive’s express written consent: 's employment for Cause, (iD) a material diminution reduction in the Executive’s responsibilities's Total Compensation, authority and function; (ii) or a material reduction in the Executive’s Base 's fringe benefits or any other material failure by the Company to comply with Section 5 hereof, (E) failure by the Company to comply with Section 4 hereof in any significant respect, (F) failure of the Company to obtain the assumption of this Agreement by any successor as contemplated in Section 13 hereof, (G) a relocation of the Company's Principal Office without the Executive's consent, (H) the Company's failure to provide Salary except Review and benefit increases as provided to other salaried executives of the Company as specified in Section 5 hereof, or (I) the Executive remains in employment with the Company through a change in control of the Company and then voluntarily resigns or otherwise voluntarily terminates his employment upon written notice of termination by Executive to the Company at any time prior to or during the two years following a change in control of the Company. For purposes of this Agreement a "change in control of the Company" shall be deemed to have occurred if: (i) a third Person becomes the beneficial owner (as such term is defined in Rule 13d-3 promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Act")) of securities of the Company having twenty percent (20%) or more of the combined voting power of all classes of the Company's securities entitled to vote in an election of Directors of the Company; (ii) there occurs a salary reduction program affecting tender offer or exchange offer by, a merger or other business combination with, or a sale of substantially all of the employees assets of the Company, provided, that it does not adversely affect the Executive Company 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 Reasonthird Person; (iii) a material change stockholder or stockholders holding five percent (5%) or more of more than 30 miles in the geographic location at which the Executive must provide services to outstanding common stock of the Company (except for required travel on Company business proposes a reconstitution of, additions to an extent substantially consistent with or deletions from the Executive’s usual business travel obligations)Board and as a result, obtains a majority thereof; or (iv) during any period of two consecutive years during the material breach by term of this Agreement, individuals who at 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 beginning of such condition; (iii) period constitute the Executive cooperates in good faith with the Company’s efforts, Board cease for any reason other than death or disability to constitute at least 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 occurredmajority thereof.

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. (a) The Executive may terminate his employment hereunder at any time for any or no reason. The Executive shall give at least thirty (30) days prior written notice to the Company. Upon receiving such notice, the Company may establish an earlier date for the termination, provided the Company continues Executive’s compensation and benefits through the end of the 30-day notice period. (b) Executive may also terminate employment hereunder for “Good Reason”, including but the following: (i) Material breach of any provision of this Agreement by Company, which breach shall not limited have been cured by Company within 30 days of receipt of a written notice specifying in reasonable detail the nature of said material breach; (ii) Failure by the Company to Good Reason. For purposes maintain Executive in a title and position commensurate with, and with duties and authority contemplated by, Section 1.1 of this Agreement, without Executive’s express written consent; (iii) The relocation of Company’s offices at which Executive is principally employed to a location more than 25 miles away from King of Prussia, Pennsylvania, without Executive’s express written consent. If Executive intends to resign for one of the Good Reasons listed above, the Executive shall give notice of such intent to the Company within ninety (90) days after knowledge of the occurrence of the circumstances giving rise to the Good Reason, detailing such Good Reason with specificity. If the Company does not remedy the situation so as to eliminate the Good Reason within thirty (30) days of receiving such notice, then any resignation by the Executive from the Company within the two (2) month period beginning with the delivery of the notice shall be deemed a termination for “Good Reason”, provided that such termination for “Good Reason” must take place no more than ninety (90) days from the date the Executive gives the Company notice that a Good Reason condition exists. Notwithstanding anything contained in this Agreement to the contrary, to the extent this Agreement shall be deemed subject to Section 409A, the definition of “Good Reason” shall mean that have the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence meaning 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); applicable Treasury Department 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.Internal Revenue Service guidance under Section 409A.

Termination by the Executive. (i) The Executive may terminate his employment hereunder (A) for Good Reason, or (B) at any time for any reason, including but not limited after the date hereof by giving the Company a Notice of Termination at least thirty (30) days prior to Good Reason. the Date of Termination. (ii) For purposes of this Agreement, “Good Reason” shall mean that (A) a failure by the Company or its successors or assigns to comply with any material provision of this Agreement (other than the Company’s payment obligations referred to in clause (E) below) which has not been cured within thirty (30) days after notice of such noncompliance has been given by the Executive has complied with to the “Good Reason Process” Company, (hereinafter definedB) following the occurrence assignment to the Executive of any of the following events without Material Duties inconsistent with the Executive’s express written consent: position with the Company or a substantial adverse alteration in the nature or status of the Executive’s responsibilities without the consent of the Executive, except that (i) a material diminution in determination by the Executive’s responsibilities, authority Nominating and function; Corporate Governance Committee of the Board of Directors not to nominate the Executive for re-election as a director of the Company or (ii) a failure by the Company’s stockholders to elect the Executive as a director of the Company shall not be deemed to be “Good Reason,” (C) without the consent of the Executive, a material reduction in the Executive’s Base Salary except pursuant employee benefits other than a reduction generally applicable to a salary reduction program affecting substantially all of the employees similarly situated executives of the Company, provided, that it does not adversely affect (D) without the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in consent of 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 , relocation of the Company’s equity incentive plan principal place of business outside of the Borough of Manhattan in the City of New York, (E) any failure by the Company to pay the Executive Base Salary or any Incentive Bonus to which he is entitled under a Bonus Plan which failure has not been cured within ten (10) days after notice of such noncompliance has been given by the stock option agreement governing Executive to the stock option granted Company or any failure of the Compensation Committee to approve a Bonus Plan for any fiscal year commencing with the 2015 fiscal year in accordance with the requirements of this Agreement, or (F) delivery by the Company to the Executive of a Notice of Non-Renewal in connection accordance with his hire (as described in the Offer Letterrequirements of Section 2(b) or any other material agreement between hereof; provided, however, that the Executive and shall only have the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation. “right to terminate his employment hereunder for Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that as a “Good Reason” condition has occurred; (ii) the Executive notifies result of such Notice of Non-Renewal by providing Notice of Termination to the Company in writing of prior to 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 occurredExpiration Date.

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) the failure to continue the Executive in a material diminution in the Executive’s responsibilities, authority and functioncapacity 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 Companypositions, 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 or 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 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 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 physical or compensationmental infirmity which impairs the Executive’s ability to substantially perform his 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.