Common use of Termination by You for Good Reason Clause in Contracts

Termination by You for Good Reason. You shall have the right to terminate your employment hereunder at any time for “Good Reason” (as defined below). In the event that you resign your employment with “Good Reason,” your resignation shall be deemed to be a termination of your employment by the Company other than for Cause pursuant to paragraph 5(c) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign pursuant to this paragraph within ninety (90) days following an event constituting Good Reason, your rights under this paragraph 5(d) shall cease as to such event. For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Period: (i) a material reduction in your duties, authority or responsibilities as described in Section 2 of this Agreement, (ii) a material reduction in your Base Salary, provided, however, that a reduction in your Base Salary shall not constitute Good Reason if it (A) is made in connection with an across-the-board reduction of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (iii) material reduction of your ability to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n), other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), (iv) the Company requires you to permanently relocate your office to a location outside the geographic area described in Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, or (v) any other conduct that constitutes a material breach by the Company of a material term of this Agreement, or any other written agreement between the Company and you.

Termination by You for Good Reason. You shall have the right to may voluntarily terminate your employment hereunder under this Agreement at any time for “Good Reason” (as defined belowReason and be entitled to receive the compensation and other benefits set forth in Section 5(e) relating to a termination without Cause, provided you sign a Release and it becomes effective and you comply with the notice provisions of Section 5(e)(iv). In You must provide written notice to the Company of the existence of the event that you resign your employment with “or condition constituting such Good Reason,” your resignation shall be deemed to be a termination of your employment by the Company other than for Cause pursuant to paragraph 5(c) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign pursuant to this paragraph Reason within ninety (90) days following an of the initial occurrence of the event or condition alleged to constitute Good Reason. Upon delivery of such notice by you, the Company shall have a period of thirty (30) days during which it may remedy in good faith the event or condition constituting Good Reason, and your rights employment shall continue in effect during such time so long as the Company is making diligent efforts to cure. In the event the Company shall remedy in good faith the event or condition constituting Good Reason, then such notice of termination shall be null and void, and the Company shall not be required to pay the amount due to you under this paragraph 5(d) shall cease as to such eventSection 5(f). For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Period: shall mean: (i) the assignment to you, without your written consent, of duties inconsistent with your position, authority, duties or responsibilities as contemplated by Section 1 hereof; (ii) any action taken by the Company that results in a material substantial reduction in your dutiesstatus, authority or responsibilities as described in Section 2 of this Agreement, (ii) including a material reduction diminution in your Base Salaryposition, providedauthority, however, that a reduction in your Base Salary shall not constitute Good Reason if it (A) is made in connection with an across-the-board reduction of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, duties or responsibilities; (iii) material reduction requiring you to maintain your primary office outside of the Market Area, unless the Company moves its principal executive offices to the place to which you are required to move your ability to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n), other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), primary office; or (iv) the failure of the Company requires you to permanently relocate your office to a location outside comply with the geographic area described in provisions of Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, 3 or (v) any other conduct that constitutes a material breach by the Company of a material term any other provision of this Agreement. Notwithstanding the above, or Good Reason shall not include any other written agreement between resignation by you where Cause for your termination by the Company and youexists.

Termination by You for Good Reason. You shall have the right to may voluntarily terminate your employment hereunder under this Agreement at any time for “Good Reason” (as defined belowReason and be entitled to receive the compensation and other benefits set forth in Section 5(e) relating to a termination without Cause, provided you sign a Release and it becomes effective not later than the 30th day following the date your employment terminates and you comply with the notice provisions of Section 5(g). In You must provide written notice to the Bank of the existence of the event that you resign your employment with “or condition constituting such Good Reason,” your resignation shall be deemed to be a termination of your employment by the Company other than for Cause pursuant to paragraph 5(c) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign pursuant to this paragraph Reason within ninety (90) days following an of the initial occurrence of the event or condition alleged to constitute Good Reason. Upon delivery of such notice by you, the Bank shall have a period of thirty (30) days during which it may remedy in good faith the event or condition constituting Good Reason, and your rights employment shall continue in effect during such time so long as the Bank is making diligent efforts to cure. In the event the Bank shall remedy in good faith the event or condition constituting Good Reason, then such notice of termination shall be null and void, and the Bank shall not be required to pay the amount due to you under this paragraph 5(dSection 5(f). If the Company has not remedied the event or condition constituting Good Reason during the thirty (30) shall cease as day cure period and you do not terminate your employment for Good Reason within ninety (90) days thereafter, then you will deemed to have waived your right to terminate for Good Reason with respect to such eventgrounds. For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Period: shall mean: (i) the assignment to you, without your written consent, of duties inconsistent with your position, authority, duties or responsibilities as contemplated by Section 1 hereof; (ii) any action taken by the Bank that results in a material substantial reduction in your dutiesstatus, authority or responsibilities as described in Section 2 of this Agreement, (ii) including a material reduction diminution in your Base Salaryposition, providedauthority, however, that a reduction in your Base Salary shall not constitute Good Reason if it (A) is made in connection with an across-the-board reduction of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, duties or responsibilities; (iii) material reduction the requirement by the Bank that you be based at any office that is greater than thirty-five (35) miles from where your office is located when your employment begins, unless you are asked to move your primary office to the principal executive offices of your ability to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n), other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), Bank; or (iv) the Company requires you failure of the Bank to permanently relocate your office to a location outside comply with the geographic area described in provisions of Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, 3 or (v) any other conduct that constitutes a material breach by the Company Bank of a material term any other provision of this Agreement. Notwithstanding the above, or Good Reason shall not include any other written agreement between resignation by you where Cause for your termination by the Company and youBank exists.

Termination by You for Good Reason. You shall have the right to may voluntarily terminate your employment hereunder under this Agreement at any time for “Good Reason” (as defined belowReason and be entitled to receive the compensation and other benefits set forth in Section 5(e) relating to a termination without Cause, provided you sign a Release and it becomes effective not later than the 30th day following the date your employment terminates and you comply with the notice provisions of Section 5(g). In You must provide written notice to the Company of the existence of the event that you resign your employment with “or condition constituting such Good Reason,” your resignation shall be deemed to be a termination of your employment by the Company other than for Cause pursuant to paragraph 5(c) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign pursuant to this paragraph Reason within ninety (90) days following an of the initial occurrence of the event or condition alleged to constitute Good Reason. Upon delivery of such notice by you, the Company shall have a period of thirty (30) days during which it may remedy in good faith the event or condition constituting Good Reason, and your rights employment shall continue in effect during such time so long as the Company is making diligent efforts to cure. In the event the Company shall remedy in good faith the event or condition constituting Good Reason, then such notice of termination shall be null and void, and the Company shall not be required to pay the amount due to you under this paragraph 5(dSection 5(f). If the Company has not remedied the event or condition constituting Good Reason during the thirty (30) shall cease as day cure period and you do not terminate your employment for Good Reason within ninety (90) days thereafter, then you will deemed to have waived your right to terminate for Good Reason with respect to such eventgrounds. For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Period: shall mean: (i) the assignment to you, without your written consent, of duties inconsistent with your position, authority, duties or responsibilities as contemplated by Section 1 hereof; (ii) any action taken by the Company that results in a material substantial reduction in your dutiesstatus, authority including a diminution in your position, authority, duties or responsibilities responsibilities; (iii) the requirement by the Company that you be based at any office that is greater than thirty-five (35) miles from where your office is located as described in Section 2 of the date of this Agreement, (ii) a material reduction in unless you are asked to move your Base Salary, provided, however, that a reduction in your Base Salary shall not constitute Good Reason if it (A) is made in connection with an across-the-board reduction primary office to the principal executive offices of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (iii) material reduction of your ability to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n), other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), ; or (iv) the failure of the Company requires you to permanently relocate your office to a location outside comply with the geographic area described in provisions of Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, 3 or (v) any other conduct that constitutes a material breach by the Company of a material term any other provision of this Agreement. Notwithstanding the above, or Good Reason shall not include any other written agreement between resignation by you where Cause for your termination by the Company and youexists.

Termination by You for Good Reason. You shall have the right to terminate your employment hereunder at any time for “Good Reason” (as defined below). In the event that you resign your employment with “Good Reason,” at any time prior to the effective date of a Change in Control, or more than fifteen (15) months following a Change in Control, your resignation shall be deemed to be a termination of your employment by the Company other than for Cause pursuant to paragraph 5(c) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you resign your employment with “Good Reason,” upon or within fifteen (15) months following the effective date of a Change in Control, your resignation shall be deemed to be a Termination by the Company Other Than for Cause Upon or Within 15 Months Following a Change in Control pursuant to paragraph 5(d) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(d) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign pursuant to this paragraph within ninety (90) days following an event constituting Good Reason, your rights under this paragraph 5(d5(f) shall cease as to such event. For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Period: (i) a material reduction in your duties, authority or responsibilities as described in Section 2 of this Agreement, (ii) a material reduction in your Base Salary, provided, however, that a reduction in your Base Salary shall not constitute Good Reason if it (A) is made in connection with an across-the-board reduction of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (iii) material reduction of your ability to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n), other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), (iv) the Company requires you to permanently relocate your office to a location outside the geographic area described in Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, or (v) any other conduct that constitutes a material breach by the Company of a material term of this Agreement, or any other written agreement between the Company and you.

Termination by You for Good Reason. You shall have the right to may voluntarily terminate your employment hereunder under this Agreement at any time for “Good Reason” (as defined below)Reason and be entitled to receive the compensation and other benefits set forth in Section 5(e) relating to a termination without Cause, provided you sign a Release and it becomes effective. In You must provide written notice to the Company of the existence of the event that you resign your employment with “or condition constituting such Good Reason,” your resignation shall be deemed to be a termination of your employment by the Company other than for Cause pursuant to paragraph 5(c) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign pursuant to this paragraph Reason within ninety (90) days following an of the initial occurrence of the event or condition alleged to constitute Good Reason. Upon delivery of such notice by you, the Company shall have a period of thirty (30) days during which it may remedy in good faith the event or condition constituting Good Reason, and your rights employment shall continue in effect during such time so long as the Company is making diligent efforts to cure. In the event the Company shall remedy in good faith the event or condition constituting Good Reason, then such notice of termination shall be null and void, and the Company shall not be required to pay the amount due to you under this paragraph 5(d) shall cease as to such eventSection 5(f). For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Period: shall mean: (i) The assignment to you, without your written consent, of duties inconsistent with your position, authority, duties or responsibilities as contemplated by Section 1 hereof; (ii) Any action taken by the Company that results in a material substantial reduction in your dutiesstatus, authority or responsibilities as described in Section 2 of this Agreement, (ii) including a material reduction diminution in your Base Salaryposition, providedauthority, however, that a reduction in your Base Salary shall not constitute Good Reason if it (A) is made in connection with an across-the-board reduction of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, duties or responsibilities; (iii) material reduction Requiring you to maintain your primary office outside of your ability to participate the Market Area (as defined in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n7(d)), other than any reduction that (A) is part of a general reduction unless either the Company or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following Bank moves its principal executive offices to the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability place to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), which you are required to move your primary office; (iv) The failure of the Company requires you to permanently relocate your office to a location outside the geographic area described in Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, or (v) comply with any other conduct that constitutes a material breach by the Company of a material term of this Agreement, or any other written agreement between ; or (v) The failure of the Company to nominate you for election to the Board of Directors of the Company and youto use its best efforts to have you re-elected. Notwithstanding the above, Good Reason shall not include your removal as an officer of any Affiliate of the Company (including the Bank) in order that you might concentrate your efforts on the Company or any resignation by you where Cause for your termination by the Company exists.

Termination by You for Good Reason. You (i) For purposes of this Paragraph 10(b), Company shall be in breach of its obligations to you hereunder if there shall have occurred any of the following events (each such event being referred to as a “Good Reason”): (A) a material reduction in your title, authority or responsibilities as set forth in Paragraph 1 shall have been put into effect; (B) Company fails to pay to you any monies due hereunder in accordance with applicable law; (C) Company requires you to relocate your primary residence outside the greater Los Angeles or London metropolitan areas (other than requiring the Relocation) in order to perform your duties to Company hereunder; (D) you shall have been required to report to anyone other than as provided in Paragraph 5; or (E) Company assigns its rights and obligations under this Agreement in contravention of the provisions of Paragraph 17(e). (ii) You may exercise your right to terminate your employment hereunder at any time and this Agreement for “Good Reason” (as defined below). In the event that you resign your employment with “Good Reason,” your resignation shall be deemed to be a termination of your employment by the Company other than for Cause pursuant to paragraph 5(c) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign Reason pursuant to this paragraph Paragraph 10(b) by notice given to Company in writing specifying the Good Reason for termination within ninety (90) days following an after the occurrence of any such event constituting Good Reason, otherwise your rights under this paragraph 5(d) shall cease as to such event. For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend right to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified this Agreement by you in such notice) after your written notice is received by such member reason of the Board (or by occurrence of such event shall expire and shall be deemed to have permanently lapsed. Any such termination in compliance with the surviving corporationprovisions of this Paragraph 10(b) (the “Cure Period”), and you resign within shall be effective thirty (30) days following after the end date of the Cure Period: (i) a material reduction in your dutieswritten notice of termination, authority or responsibilities as described in Section 2 of this Agreementexcept that if Company shall cure such specified Good Reason within such thirty-day period, (ii) a material reduction in your Base Salary, provided, however, that a reduction in your Base Salary you shall not constitute be entitled to terminate your employment and this Agreement by reason of such specified Good Reason if it (A) is made in connection with an across-the-board reduction and the notice of all senior executives’ annual base salaries, termination given by you shall be null and (B) does not occur within the fifteen (15) month period following the effective date void and of a Change in Control, (iii) material reduction of your ability to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n), other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), (iv) the Company requires you to permanently relocate your office to a location outside the geographic area described in Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, or (v) any other conduct that constitutes a material breach by the Company of a material term of this Agreement, or any other written agreement between the Company and youno effect whatsoever.

Termination by You for Good Reason. You shall have the right to may voluntarily terminate your employment hereunder under this Agreement at any time for “Good Reason” (as defined below)Reason and be entitled to receive the compensation and other benefits set forth in Section 5(e) relating to a termination without Cause, provided you sign a Release and it becomes effective. In You must provide written notice to the Company of the existence of the event that you resign your employment with “or condition constituting such Good Reason,” your resignation shall be deemed to be a termination of your employment by the Company other than for Cause pursuant to paragraph 5(c) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign pursuant to this paragraph Reason within ninety (90) days following an of the initial occurrence of the event or condition alleged to constitute Good Reason. Upon delivery of such notice by you, the Company shall have a period of thirty (30) days during which it may remedy in good faith the event or condition constituting Good Reason, and your rights employment shall continue in effect during such time so long as the Company is making diligent efforts to cure. In the event the Company shall remedy in good faith the event or condition constituting Good Reason, then such notice of termination shall be null and void, and the Company shall not be required to pay the amount due to you under this paragraph 5(d) shall cease as to such eventSection 5(f). For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Period: shall mean: (i) The assignment to you, without your written consent, of duties inconsistent with your position, authority, duties or responsibilities as contemplated by Section 1 hereof; (ii) Any action taken by the Company that results in a material substantial reduction in your dutiesstatus, authority or responsibilities as described in Section 2 of this Agreement, (ii) including a material reduction diminution in your Base Salaryposition, providedauthority, however, that a reduction in your Base Salary shall not constitute Good Reason if it (A) is made in connection with an across-the-board reduction of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, duties or responsibilities; (iii) material reduction Requiring you to maintain your primary office outside of your ability to participate the Market Area (as defined in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n7(d)), other than any reduction that (A) is part of a general reduction unless either the Company or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following Bank moves its principal executive offices to the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability place to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), which you are required to move your primary office; (iv) The failure of the Company requires you to permanently relocate your office to a location outside the geographic area described in Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, or (v) comply with any other conduct that constitutes a material breach by the Company of a material term of this Agreement; or Notwithstanding the above, Good Reason shall not include your removal as an officer of any Affiliate of the Company (including the Bank) in order that you might concentrate your efforts on the Company or any other written agreement between resignation by you where Cause for your termination by the Company and youexists.

Termination by You for Good Reason. You shall have the right to may voluntarily terminate your employment hereunder under this Agreement at any time for “Good Reason” (as defined below)Reason and be entitled to receive the compensation and other benefits set forth in Section 5(e) relating to a termination without Cause, provided you sign a Release and it becomes effective. In You must provide written notice to the Company of the existence of the event that you resign your employment with “or condition constituting such Good Reason,” your resignation shall be deemed to be a termination of your employment by the Company other than for Cause pursuant to paragraph 5(c) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign pursuant to this paragraph Reason within ninety (90) days following an of the initial occurrence of the event or condition alleged to constitute Good Reason. Upon delivery of such notice by you, the Company shall have a period of thirty (30) days during which it may remedy in good faith the event or condition constituting Good Reason, and your rights employment shall continue in effect during such time so long as the Company is making diligent efforts to cure. In the event the Company shall remedy in good faith the event or condition constituting Good Reason, then such notice of termination shall be null and void, and the Company shall not be required to pay the amount due to you under this paragraph 5(d) shall cease as to such eventSection 5(f). For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Period: shall mean: (i) the assignment to you, without your written consent, of duties inconsistent with your position, authority, duties or responsibilities as contemplated by Section 1 hereof; (ii) any action taken by the Company that results in a material substantial reduction in your dutiesstatus, authority or responsibilities as described in Section 2 of this Agreement, (ii) including a material reduction diminution in your Base Salaryposition, providedauthority, however, that a reduction in your Base Salary shall not constitute Good Reason if it (A) is made in connection with an across-the-board reduction of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, duties or responsibilities; (iii) material reduction requiring you to maintain your primary office outside of the Market Area, unless the Company moves its principal executive offices to the place to which you are required to move your ability to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n), other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), primary office; or (iv) the failure of the Company requires you to permanently relocate your office to a location outside comply with the geographic area described in provisions of Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, 3 or (v) any other conduct that constitutes a material breach by the Company of a material term any other provision of this Agreement. Notwithstanding the above, or Good Reason shall not include any other written agreement between resignation by you where Cause for your termination by the Company and youexists.

Termination by You for Good Reason. You shall have the right to may terminate your employment hereunder at any time for “Good Reason” following the occurrence of any of the following without your written consent: (i) any failure to pay, or material reduction in, Annual Salary and bonus compensation, if any, in accordance with the terms hereof that is not also app;;cable to similarly situated employees; (ii)) if the Company (or any successor entity) intentionally and materially reduces or diminishes your working responsibilities, duties, or position in the Company to such an extent that a reasonable person would not consider such duties commensurate with your role as defined below)CFO of the Company; (iii) a requirement by the Company that your primary work location be moved to a place that is more than twenty five miles further from your home residence -from its location as of the date of this Agreement; or (iii) requiring you to report to someone other than CEO; provided, however, that you shall provide written notice of any such “Good Reason” not later than thirty (30) days after your discovery thereof to avail yourself of this right and the Company shall have the opportunity to cure same within thirty (30) days after receipt of such written notice. If the Company does not cure within such time, then you shall, upon written notice to the Company, be entitled to terminate your employment for Good Reason, provided you do so within forty five (45) days of giving written notice of such Good Reason grounds not so cured. In the event that you resign terminate your employment with “Good Reason,” your resignation shall be deemed to be a termination of your employment by the Company other than for Cause pursuant to paragraph 5(c) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign pursuant to this paragraph within ninety (90) days following an event constituting Good Reason, your rights you shall be entitled to the payments under this paragraph 5(d) shall cease the same terms as to such event. For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you set forth in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Period: (i) a material reduction in your duties, authority or responsibilities as described in Section 2 of this Agreement, (ii) a material reduction in your Base Salary, provided, however, that a reduction in your Base Salary shall not constitute Good Reason if it (A) is made in connection with an acrosssection 15(d)(i-the-board reduction of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (iii) material reduction of your ability to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n), other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), (iv) the Company requires as if you to permanently relocate your office to a location outside the geographic area described in Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, or (v) any other conduct that constitutes a material breach by the Company of a material term of this Agreement, or any other written agreement between the Company and youwere terminated without Cause.

Termination by You for Good Reason. You shall have the right to may terminate your employment hereunder at any time for “Good Reason” (as defined below)herein) and be entitled to receive the identical compensation and benefits as if you had been terminated by the Bank without “Cause,” under the same terms and conditions, including signing the referenced release and waiver. To trigger Good Reason, you must provide written notice to the Bank of the existence of the event or condition constituting such Good Reason within 90 days of the initial occurrence of the event or condition alleged to constitute Good Reason. Upon delivery of such notice by you, the Bank shall have a period of thirty 30 days during which it may remedy in good faith the event or condition constituting Good Reason, and your employment shall continue in effect during such time so long as the Bank is making diligent efforts to cure. In the event that you resign your employment with “Good Reason,” your resignation the Bank shall be deemed to be a termination of your employment by the Company other than for Cause pursuant to paragraph 5(c) above, remedy in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in good faith the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign pursuant to this paragraph within ninety (90) days following an event or condition constituting Good Reason, your rights then such notice of termination shall be null and void, and the Bank shall not be required to pay the amount due you under this paragraph 5(d) shall cease as to such eventSection 4(e). For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Period: shall mean: (i) the assignment to you, without your written consent, duties inconsistent with your position, authority, duties or responsibilities as contemplated by Section 1 hereof; (ii) any action taken by the Bank that results in a material substantial reduction in your dutiesstatus, authority or responsibilities as described in Section 2 of this Agreement, (ii) including a material reduction diminution in your Base Salaryposition, providedauthority, however, that a reduction in your Base Salary shall not constitute Good Reason if it (A) is made in connection with an across-the-board reduction of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, duties or responsibilities; (iii) material reduction requiring you to maintain your primary office outside of the Market Area (as defined below) unless the Bank moves its principal executive offices to the place to which you are required to move your ability to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n), other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), primary office; or (iv) the Company requires you failure of the Bank to permanently relocate your office to a location outside comply with the geographic area described in provisions of Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, 3 or (v) any other conduct that constitutes a material breach by the Company Bank of a material term any other provision of this Agreement. Notwithstanding the above, or Good Reason shall not include any other written agreement between resignation by you where Cause for your termination by the Company and youBank exists.

Termination by You for Good Reason. You shall have the right to terminate your employment hereunder at any time for “Good Reason” (as defined below). In the event that you resign your employment with “Good Reason,” your resignation shall be deemed to be a termination of your employment by the Company other than for Cause pursuant to paragraph 5(ci) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign pursuant to this paragraph within ninety (90) days following an event constituting Good Reason, your rights under this paragraph 5(d) shall cease as to such event. For purposes of this AgreementParagraph 10(b), the phrase “Good Reason” Company shall mean be in breach of its obligations to you hereunder if there shall have occurred any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice (each such event being referred to any member of the Board as a “Good Reason”): (or the surviving corporation, as applicableA) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Period: (i) a material reduction in your dutiestitle, authority position or responsibilities shall have been put into effect or (ii) the appointment by Company of any other executive with a title of Chief Executive Officer or higher (including any title of higher status or authority than you); (B) you shall have been required to report to anyone other than as provided in Paragraph 5 hereof; (C) any reduction in your salary or target bonus; (D) any monies required to be paid to you hereunder shall not be paid when due; (E) Company requires you to relocate your primary residence outside the greater Los Angeles metropolitan area in order to perform your duties to Company hereunder or (F) Company assigns its rights and obligations under this Agreement in contravention of the provisions of Paragraph 16(e) below. (ii) Upon the occurrence of a Good Reason event as described in Section 2 Paragraph 10(b)(i) above, you may exercise your right to terminate the Term of this Agreement, (ii) a material reduction in Agreement and your Base Salary, provided, however, that a reduction in your Base Salary shall not constitute employment with Company for Good Reason if it pursuant to this Paragraph 10(b) by notice given to Company in writing, specifying both (A) is made in connection with an across-the-board reduction of all senior executives’ annual base salaries, the Good Reason for termination and (B) does not occur within the fifteen date (15) month period following which shall be no later than 45 business days after the effective date of a Change such notice) on which such termination shall become effective; provided that any such notice shall be given within ninety (90) days after the occurrence of any such event constituting Good Reason, otherwise your right to terminate this Agreement by reason of the occurrence of such event shall expire and shall be deemed to have permanently lapsed (but not with respect to the subsequent occurrence of the same or any similar or any other Good Reason). Any such termination in Control, compliance with the provisions of this Paragraph 10(b) shall be effective not sooner than thirty (iii30) material reduction days after the date of your ability written notice of termination, except that if Company shall cure such specified cause within such thirty (30)-day period, you shall not be entitled to participate in terminate the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n), other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), (iv) the Company requires you to permanently relocate your office to a location outside the geographic area described in Section 2 term of this Agreement which requires by reason of such specified Good Reason and the notice of termination given by you shall be null and void and of no effect whatsoever. Company shall not be entitled to any cure rights provided under this Paragraph for or with respect to its second or subsequent commission of the same Good Reason event within a one-way increase in your driving distance of more than twenty-five twelve (25) miles, or (v) any other conduct that constitutes a material breach by the Company of a material term of this Agreement, or any other written agreement between the Company and you12)-month period.

Termination by You for Good Reason. You shall have the right to terminate your employment hereunder at any time for “Good Reason” (as defined below). In the event that you resign your employment with “Good Reason,” at any time prior to the effective date of a Change in Control, or more than fifteen (15) months following a Change in Control, your resignation shall be deemed to be a termination of your employment by the Company other than for Cause pursuant to paragraph 5(c) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you resign your employment with “Good Reason,” upon or within fifteen (15) months following the effective date of a Change in Control, your resignation shall be deemed to be a Termination by the Company Other Than for Cause Upon or Within 15 Months Following a Change in Control pursuant to paragraph 5(d) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(d) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign pursuant to this paragraph within ninety (90) days following an event constituting Good Reason, your rights under this paragraph 5(d5(f) shall cease as to such event. For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Period: (i) a material reduction in your duties, authority or responsibilities as described in Section 2 of this Agreement, (ii) a material reduction in your Base Salary, provided, however, that a reduction in your Base Salary shall not constitute Good Reason if it (A) is made in connection with an across-across- the-board reduction of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (iii) material reduction of your ability to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n), other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), (iv) the Company requires you to permanently relocate your office to a location outside the geographic area described in Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, or (v) any other conduct that constitutes a material breach by the Company of a material term of this Agreement, or any other written agreement between the Company and you.

Termination by You for Good Reason. You shall have the right to terminate your employment hereunder at any time for “Good Reason” (as defined below). In the event that you resign your employment with “Good Reason,” your resignation shall be deemed to be a termination of your employment by the Company other than for Cause pursuant to paragraph 5(ci) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign pursuant to this paragraph within ninety (90) days following an event constituting Good Reason, your rights under this paragraph 5(d) shall cease as to such event. For purposes of this AgreementParagraph 10(b), the phrase “Good Reason” Company shall mean be in breach of its obligations to you hereunder if there shall have occurred any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice (each such event being referred to any member of the Board as a “Good Reason”): (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Period: (iA) a material reduction in your duties, authority or responsibilities as described in Section 2 of this Agreement, (ii) a material reduction in your Base Salary, provided, however, that a reduction in your Base Salary title shall not constitute Good Reason if it (A) is made in connection with an across-the-board reduction of all senior executives’ annual base salaries, and have been put into effect; (B) does Company fails to pay to you any monies due hereunder in accordance with applicable law, or the first equity Award has not occur within the fifteen been granted to you by January 31, 2024 as set forth in Paragraph 3(c); (15C) month period following the effective date of a Change in Control, (iii) material reduction of your ability to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n), other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), (iv) the Company requires you to permanently relocate your office to a location primary residence outside the geographic greater New York metropolitan area described in Section 2 order to perform your duties to Company hereunder; (D) you shall have been required to report to anyone other than as provided in Paragraph 5; or (E) Company assigns its rights and obligations under this Agreement in contravention of the provisions of Paragraph 17(e). (ii) You may exercise your right to terminate your employment and this Agreement for Good Reason pursuant to this Paragraph 10(b) by notice given to Company in writing specifying the Good Reason for termination within sixty (60) days after the occurrence of any such event constituting Good Reason, otherwise your right to terminate your employment and this Agreement by reason of the occurrence of such event shall expire and shall be deemed to have permanently lapsed. Any such termination in compliance with the provisions of this Paragraph 10(b) shall be effective thirty (30) days after the date of your written notice of termination, except that if Company shall cure such specified Good Reason within such thirty (30) days, you shall not be entitled to terminate your employment and this Agreement which requires a one-way increase in your driving distance by reason of more than twenty-five (25) miles, or (v) any other conduct that constitutes a material breach such specified Good Reason and the notice of termination given by the Company you shall be null and void and of a material term of this Agreement, or any other written agreement between the Company and youno effect whatsoever.

Termination by You for Good Reason. You shall have the right to may voluntarily terminate your employment hereunder under this Agreement at any time for “Good Reason” (as defined belowReason and be entitled to receive the compensation and benefits set forth in Section 4(g), subject to the satisfaction of the requirements set forth in Section 4(g). In You must provide written notice to the Board of Directors of the Company of the existence of the event that you resign your employment with “or condition constituting such Good Reason,” your resignation shall be deemed to be a termination of your employment by the Company other than for Cause pursuant to paragraph 5(c) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign pursuant to this paragraph Reason within ninety (90) days following an of the initial occurrence of the event or condition alleged to constitute Good Reason. Upon delivery of such notice by you, the Company shall have a period of thirty (30) days during which it may remedy in good faith the event or condition constituting Good Reason, and your rights employment shall continue in effect during such time so long as the Company is making diligent efforts to cure. In the event the Company shall remedy in good faith the event or condition constituting Good Reason, then such notice of termination shall be null and void, and the Company shall not be required to pay the amount due to you under this paragraph 5(dSection 4(f). If the Company has not remedied the event or condition constituting Good Reason during the thirty (30) shall cease as day cure period and you do not terminate your employment for Good Reason within ninety (90) days thereafter, then you will deemed to have waived your right to terminate for Good Reason with respect to such eventgrounds. For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Periodshall mean: (i) a material reduction in your duties, authority or responsibilities as described in Section 2 of this Agreement, (ii) a material reduction in your Base Salary, provided, however, that a reduction in your Base Salary shall not constitute Good Reason if it (A) is made in connection with an across-the-board reduction of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (iii) material reduction of your ability to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n), other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), (iv) failure by the Company requires you to permanently relocate your office to a location outside comply with the geographic area described in provisions of Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, 3 or (v) any other conduct that constitutes a material breach by the Company of a material term any other provision of this Agreement; (ii) the assignment to you, without your consent, to a position or of responsibilities and duties of a materially lesser status or degree of responsibility than your position, responsibilities, or duties at the Commencement Date; (iii) the requirement by the Company that you be based at any other written agreement between office that is greater than fifty miles from where your office is located at the Commencement Date; or (iv) the failure of the Company to nominate you for election to the Board of Directors of the Company and youto use its best efforts to have you re-elected. Notwithstanding the above, Good Reason shall not include your removal as an officer of any Affiliate of the Company in order that you might concentrate your efforts on the Company or any resignation by you where Cause for your termination by the Company exists.

Termination by You for Good Reason. You shall have the right to may terminate your employment hereunder this Agreement at any time for “"Good Reason” (as defined below). In the event that you resign your employment with “Good Reason,” your resignation shall be deemed to be a termination of your employment " by giving the Company other than for Cause pursuant to paragraph 5(cat least fourteen (14) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a days prior written notice of your intent to resign pursuant to this paragraph within ninety (90) days following an event constituting Good Reason, your rights under this paragraph 5(d) shall cease as to the effective date of such eventtermination. For purposes of this Agreement, the phrase “Good Reason” Reason shall mean any have one of the following events which occurs meanings, depending on when such termination takes place: (a) Within the first two (2) years following a Change in Control (as defined below) of the Company, Good Reason shall mean, without your consent on or after the commencement of your employment, provided that you have first provided prior written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Periodconsent: (i) a material demotion or a substantial reduction in the scope of your position, duties, authority responsibilities or responsibilities status with the Company (including, but not limited to, a demotion in your position with the Company so that you no longer report directly to the Chief Executive Officer of the Company), or any removal of you from or any failure to reelect you to any of the positions (or functional equivalent of such positions) referred to in the introductory paragraphs hereof, except in connection with the termination of your employment due to Death, Disability (as described in Section 2 of this Agreementdefined below), normal retirement or for Cause or by you voluntarily other than for Good Reason; (ii) a reduction by the Company in your Base Salary or a material reduction in the benefits or perquisites available to you as in effect immediately prior to any such reduction; (iii) a relocation of you to a work location more than fifty (50) miles from your work location immediately prior to such proposed relocation; provided that such proposed relocation results in a materially greater commute for you based on your residence immediately prior to such relocation; or (iv) the failure of the Company to obtain an assumption agreement from any successor contemplated under Section 13 of this Agreement. You understand and agree that if the Company undergoes a Change in Control (as defined below) and you terminate your employment with the Company (as opposed to the Company terminating your employment) because WebMD asserts that your continued employment with the Company would breach an agreement between you and WebMD, such termination would not in itself constitute a termination for Good Reason entitling you to receive a severance payment or benefits under this Agreement. (b) At any time that is not within the first two (2) years following a Change in Control (as defined below) of the Company, Good Reason shall mean, without your prior written consent: (i) a reduction in your Base Salary, provided, however, that ; (ii) a reduction demotion in your Base Salary shall not constitute Good Reason if it (A) is made in connection position with an across-the-board reduction the Company so that you no longer report directly to the Chief Executive Officer of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, Company; or (iii) material reduction the corporate headquarters of your ability to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n), other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), (iv) the Company requires you to permanently relocate your office to a location is relocated outside of the geographic area described in Section 2 State of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, or (v) any other conduct that constitutes a material breach by the Company of a material term of this Agreement, or any other written agreement between the Company and youCalifornia.

Termination by You for Good Reason. You shall have the right to terminate your employment hereunder at any time for “Good Reason” (as defined below). In the event that you resign your employment with Company at any time, by providing to the Company a written notice of resignation within sixty (60) days following an event constituting “Good Reason,” as that phrase is defined below, your resignation shall be deemed to be a termination of your employment by the Company other than for Cause pursuant to paragraph 5(c5(d) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign resignation pursuant to this paragraph within ninety sixty (9060) days following an event constituting Good Reason, your rights under this paragraph 5(d5(e) shall cease as to such eventcease. For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or actions by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure PeriodCompany: (i) your demotion to a position other than President and Chief Executive Officer, or a material reduction in your duties, authority duties or responsibilities as described in Section 2 of this Agreement, (ii) a material reduction in your Base Salary, provided, however, that a reduction in your Base Salary shall not constitute Good Reason if it (A) is made in connection with an across-the-board reduction of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (iii) material reduction of your ability to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n)plans, other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), (iv) the Company requires you to permanently relocate your office to a location outside the geographic area described in Section 2 of this Agreement which requires a one-way increase in without your driving distance of more than twenty-five (25) miles, consent; or (v) any other conduct that constitutes a material breach by the Company of a material term of this AgreementAgreement , the RSAA or any other written agreement between the Company and you; provided that in the event of a termination for Good Reason, such termination may not occur until at least thirty (30) days after you have provided the Company with a detailed written notice of the ground(s) for termination, and then only if the Company has failed to correct the behavior giving rise to such potential termination.

Termination by You for Good Reason. You shall have the right to may voluntarily terminate your employment hereunder under this Agreement at any time for “Good Reason” (as defined belowReason and be entitled to receive the compensation and other benefits set forth in Section 5(e) relating to a termination without Cause, provided you sign a Release and it becomes effective and you comply with the notice provisions of Section 5(e)(iv). In You must provide written notice to the Bank of the existence of the event that you resign your employment with “or condition constituting such Good Reason,” your resignation shall be deemed to be a termination of your employment by the Company other than for Cause pursuant to paragraph 5(c) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign pursuant to this paragraph Reason within ninety (90) days following an of the initial occurrence of the event or condition alleged to constitute Good Reason. Upon delivery of such notice by you, the Bank shall have a period of thirty (30) days during which it may remedy in good faith the event or condition constituting Good Reason, and your rights employment shall continue in effect during such time so long as the Bank is making diligent efforts to cure. In the event the Bank shall remedy in good faith the event or condition constituting Good Reason, then such notice of termination shall be null and void, and the Bank shall not be required to pay the amount due to you under this paragraph 5(dSection 5(f). If the Bank has not remedied the event or condition constituting Good Reason during the thirty (30) shall cease as day cure period and you do not terminate your employment for Good Reason within ninety (90) days thereafter, then you will deemed to have waived your right to terminate for Good Reason with respect to such eventgrounds. For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Period: shall mean: (i) the assignment to you, without your written consent, of duties inconsistent with your position, authority, duties or responsibilities as contemplated by Section 1 hereof; (ii) any action taken by the Bank that results in a material substantial reduction in your dutiesstatus, authority or responsibilities as described in Section 2 of this Agreement, (ii) including a material reduction diminution in your Base Salaryposition, providedauthority, however, that a reduction in your Base Salary shall not constitute Good Reason if it (A) is made in connection with an across-the-board reduction of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, duties or responsibilities; (iii) material reduction requiring you to maintain your primary office outside of the Market Area, unless the Bank moves its principal executive offices to the place to which you are required to move your ability to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n), other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), primary office; or (iv) the Company requires you failure of the Bank to permanently relocate your office to a location outside comply with the geographic area described in provisions of Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, 3 or (v) any other conduct that constitutes a material breach by the Company Bank of a material term any other provision of this Agreement. Notwithstanding the above, or Good Reason shall not include any other written agreement between resignation by you where Cause for your termination by the Company and youBank exists.

Termination by You for Good Reason. You shall have the right to may terminate your employment hereunder under this Agreement at any time for “Good Reason and be entitled to receive the Accrued Amounts and, subject to Section 4(f)(ii) and provided you sign the Release and it becomes effective within thirty (30) days of the date of your termination of employment, you shall receive the severance compensation set forth in Section 6. Except with respect to the Good Reason conditions described in Section 5(f)(ii) below (which affirmatively occurred on the Commencement Date as a result of the diminution in your title, duties, responsibilities and changes in reporting chain, as described in Section 1 of this Agreement), you must provide written notice to the Company of the existence of the event or condition constituting such Good Reason within ninety (90) days of the initial occurrence of the event or condition alleged to constitute Good Reason” . Upon delivery of such notice by you, the Company shall have a period of thirty (30) days during which it may remedy in good faith the event or condition constituting Good Reason, and your employment shall continue in effect during such time so long as defined belowthe Company is making diligent efforts to cure. In the event the Company shall remedy in good faith the event or condition constituting Good Reason, then such notice of termination shall be null and void, and the Company shall not be required to pay the amount due to you under this Section 5(f). In the event that you resign terminate your employment with “under Section 5(f)(ii) of this Agreement for Good Reason,” Reason due to the diminution in your resignation shall be deemed to be a termination title, duties, responsibilities and changes in reporting chain, as described in Section 1 of this Agreement which occurred at the Commencement Date, you may terminate your employment at any time during the Employment Period, subject to Section 4(f)(ii), by written notice to the Company effective thirty (30) days after receipt of such notice by the Company other than for Cause pursuant to paragraph 5(c) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign pursuant to this paragraph within ninety (90) days following an event constituting Good Reason, your rights under this paragraph 5(d) shall cease as to such eventCompany. For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Period: shall mean: (i) The assignment to you, without your written consent, of duties inconsistent with your position, authority, duties or responsibilities as contemplated by Section 1 hereof; (ii) Any action taken by the Company that results in a material substantial reduction in your dutiesstatus, authority or responsibilities as described in Section 2 of this Agreement, (ii) including a material reduction diminution in your Base Salaryposition, providedauthority, however, that a reduction in your Base Salary shall not constitute Good Reason if it (A) is made in connection with an across-the-board reduction of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, duties or responsibilities; (iii) material reduction Requiring you to maintain your primary office outside of the City of Charlottesville, Virginia, or Albemarle County, Virginia, unless either the Company or the Bank moves its principal executive offices to the place to which you are required to move your ability to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n), other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), primary office; (iv) The failure of the Company requires you to permanently relocate your office to a location outside the geographic area described in Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, or (v) comply with any other conduct that constitutes a material breach by the Company of a material term of this Agreement, or any other written agreement between ; or (v) The failure of the Company to nominate you for election to the Board of Directors of the Company and youto use its best efforts to have you re-elected. Notwithstanding the above, Good Reason shall not include your removal as an officer of any Affiliate of the Company (including the Bank) in order that you might concentrate your efforts on the Company or any resignation by you where Cause for your termination by the Company exists.

Termination by You for Good Reason. You shall have the right to may terminate your employment hereunder at any time for “"Good Reason” " on ten days' written notice to the Company following the occurrence of any of the following without your prior written consent: (as defined below). In i) you are assigned duties that are inconsistent in any material respect with Section 1(b) above, or your title, position, authorities, duties or responsibilities are materially diminished, in each case without full cure on 30 days' written notice from you to the event Company requesting cure; provided that you resign your employment with “Good Reason,” your resignation shall be deemed the Company becoming a subsidiary of another entity, or otherwise ceasing to be a publicly-traded company, shall not in and of itself constitute circumstances described in this clause (i) unless an assignment or diminishment described in this clause (i) occurs in connection therewith; (ii) any failure by the Company to timely comply with its obligations to you under Section 3 above, or with any other material obligation to you, that is not fully cured on 30 days' written notice from you to the Company requesting cure; (iii) any change in your reporting structure so that you are required to report, in your capacity as President, Pharmaceutical Development, to any Person other than the Chief Executive Officer, if not fully cured on ten days' written notice from you to the Company requesting cure; (iv) any relocation of the Company's headquarters, or of your principal place of employment, to a location that is more than 75 miles from Berkeley Heights, New Jersey; or (v) any failure by the Company to obtain the assumption in writing of its obligations under this Agreement by any successor to all or substantially all of its business or assets within 15 days after any reconstruction, amalgamation, combination, merger, consolidation, sale, liquidation, dissolution or similar transaction. In addition, any termination by you, on 30 days' written notice from you to the Company, of your employment hereunder during any 30-day period that commences 365 days after the occurrence of any Change in Control shall be treated as a termination by the Company other than you for Cause pursuant to paragraph 5(c) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign pursuant to this paragraph within ninety (90) days following an event constituting "Good Reason, your rights under this paragraph 5(d) shall cease as to such event". For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Period: (i) a material reduction in your duties, authority or responsibilities as described in Section 2 of this Agreement, (ii) a material reduction in your Base Salary, provided, however, that a reduction in your Base Salary shall not constitute Good Reason if it (A) is made in connection with an across-the-board reduction of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a "Change in Control, (iii) material reduction of your ability to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n), other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a " shall mean "Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction " as defined in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), (iv) the Company requires you to permanently relocate your office to a location outside the geographic area described in Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, or (v) any other conduct that constitutes a material breach by the Company of a material term of this Agreement, or any other written agreement between the Company and you1998 Plan.

Termination by You for Good Reason. You shall have the right to terminate your employment hereunder at any time for “Good Reason” (as defined below). In the event that you resign your employment with “Good Reason,” your Your resignation shall be deemed considered to be for Good Reason if you resign as President and Chief Executive Officer (whether or not you resign as a termination Director and, if Chairman of your employment by the Company other than for Cause pursuant to paragraph 5(cBoard, as Chairman of the Board) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(cupon ninety (90) above in the event of such a termination. In the event that you do not send the Company a days' prior written notice of your intent to resign pursuant to this paragraph within ninety (90) days following an event constituting Good Reason, your rights under this paragraph 5(d) shall cease as to such event. For purposes after the occurrence of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without events: (i) your consent removal, dismissal or failure to be re-elected as President or Chief Executive Officer (other than on or after the commencement account of your employmenttermination for some other reason) or a de jure or de facto material reduction in your duties, provided that title, responsibilities, authority, status, or reporting responsibilities (other than in connection with the appointment of a Chief Operating Officer or President who reports to you), unless you have first provided written notice previously consented in writing to any member such removal, dismissal or reduction (which consent may be given or withheld in your sole discretion); (ii) the failure to elect you, or your removal, dismissal or failure to be re-elected, as Chairman of the Board (or if the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member current Chairman of the Board ceases to serve as such; (iii) the failure of the Company to pay to you any amount due under this Agreement within ten (10) days after the later of its due date or your written demand for payment of such amount; (iv) any material breach by the surviving corporation) (the “Cure Period”), and you resign Company of any provision of this Agreement which is not cured within thirty (30) days following the end after your giving of the Cure Period: (i) a material reduction in your duties, authority or responsibilities as described in Section 2 written notice of this Agreement, (ii) a material reduction in your Base Salary, provided, however, that a reduction in your Base Salary shall not constitute Good Reason if it (A) is made in connection with an across-the-board reduction of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (iii) material reduction of your ability such breach to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n), other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), (iv) the Company requires you to permanently relocate your office to a location outside the geographic area described in Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, or ; (v) any other conduct one year after a Change of Control, as defined in Exhibit A hereto, to the extent you are employed hereunder at that constitutes a material breach by time; (vi) the relocation of the Company's principal executive office more than fifty (50) miles from the current location; or (vii) the failure of the Company of to obtain and deliver to you a material term of this Agreement, or any other reasonably satisfactory written agreement between from any successor to the Company and youas provided in paragraph 14(l).

Termination by You for Good Reason. You (i) For purposes of this Paragraph 10(b), Company shall be in breach of its obligations to you hereunder if there shall have occurred any of the following events (each such event being referred to as a “Good Reason”): (A) a material reduction in your title, authority or responsibilities as set forth in Paragraph 1 shall have been put into effect; (B) Company fails to pay to you any monies due hereunder in accordance with applicable law; (C) Company requires you to relocate your primary residence outside the greater Los Angeles metropolitan area in order to perform your duties to Company hereunder; (D) you shall have been required to report to anyone other than as provided in Paragraph 5; or (E) Company assigns its rights and obligations under this Agreement in contravention of the provisions of Paragraph 17(e). (ii) You may exercise your right to terminate your employment hereunder at any time and this Agreement for “Good Reason” (as defined below). In the event that you resign your employment with “Good Reason,” your resignation shall be deemed to be a termination of your employment by the Company other than for Cause pursuant to paragraph 5(c) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign Reason pursuant to this paragraph Paragraph 10(b) by notice given to Company in writing specifying the Good Reason for termination within ninety (90) days following an after the occurrence of any such event constituting Good Reason, otherwise your rights under this paragraph 5(d) shall cease as to such event. For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend right to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified this Agreement by you in such notice) after your written notice is received by such member reason of the Board (or by occurrence of such event shall expire and shall be deemed to have permanently lapsed. Any such termination in compliance with the surviving corporationprovisions of this Paragraph 10(b) (the “Cure Period”), and you resign within shall be effective thirty (30) days following after the end date of the Cure Period: (i) a material reduction in your dutieswritten notice of termination, authority or responsibilities as described in Section 2 of this Agreementexcept that if Company shall cure such specified Good Reason within such thirty-day period, (ii) a material reduction in your Base Salary, provided, however, that a reduction in your Base Salary you shall not constitute be entitled to terminate your employment and this Agreement by reason of such specified Good Reason if it (A) is made in connection with an across-the-board reduction and the notice of all senior executives’ annual base salaries, termination given by you shall be null and (B) does not occur within the fifteen (15) month period following the effective date void and of a Change in Control, (iii) material reduction of your ability to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n), other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), (iv) the Company requires you to permanently relocate your office to a location outside the geographic area described in Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, or (v) any other conduct that constitutes a material breach by the Company of a material term of this Agreement, or any other written agreement between the Company and youno effect whatsoever.

Termination by You for Good Reason. You shall have the right to may voluntarily terminate your employment hereunder under this Agreement at any time for “Good Reason” (as defined below)Reason and be entitled to receive the compensation and other benefits set forth in Section 5(e) relating to a termination without Cause, provided you sign a Release and it becomes effective. In You must provide written notice to the Company of the existence of the event that you resign your employment with “or condition constituting such Good Reason,” your resignation shall be deemed to be a termination of your employment by the Company other than for Cause pursuant to paragraph 5(c) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign pursuant to this paragraph Reason within ninety (90) days following an of the initial occurrence of the event or condition alleged to constitute Good Reason. Upon delivery of such notice by you, the Company shall have a period of thirty (30) days during which it may remedy in good faith the event or condition constituting Good Reason, and your rights employment shall continue in effect during such time so long as the Company is making diligent efforts to cure. In the event the Company shall remedy in good faith the event or condition constituting Good Reason, then such notice of termination shall be null and void, and the Company shall not be required to pay the amount due to you under this paragraph 5(d) shall cease as to such eventSection 5(f). For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Period: shall mean: (i) The assignment to you, without your written consent, of duties inconsistent with your position, authority, duties or responsibilities as contemplated by Section 1 hereof; (ii) Any action taken by the Company that results in a material substantial reduction in your dutiesstatus, authority or responsibilities as described in Section 2 of this Agreement, (ii) including a material reduction diminution in your Base Salaryposition, providedauthority, however, that a reduction in your Base Salary shall not constitute Good Reason if it (A) is made in connection with an across-the-board reduction of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, duties or responsibilities; (iii) material reduction Requiring you to maintain your primary office outside of your ability to participate the Market Area (as defined in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n6(c)), other than any reduction that (A) is part of a general reduction unless either the Company or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following Bank moves its principal executive offices to the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability place to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), which you are required to move your primary office; or (iv) The failure of the Company requires you to permanently relocate your office to a location outside the geographic area described in Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, or (v) comply with any other conduct that constitutes a material breach by the Company of a material term of this Agreement. Notwithstanding the above, Good Reason shall not include your removal as an officer of any Affiliate of the Company (including the Bank) in order that you might concentrate your efforts on the Company or any other written agreement between resignation by you where Cause for your termination by the Company and youexists.

Termination by You for Good Reason. You shall have the right to terminate your employment hereunder at any time for “Good Reason” (as defined below). In the event that you resign your employment with Company at any time, by providing to the Company a written notice of resignation within sixty (60) days following an event constituting “Good Reason,” as that phrase is defined below, your resignation shall be deemed to be a termination of your employment by the Company other than for Cause pursuant to paragraph 5(c) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign resignation pursuant to this paragraph within ninety sixty (9060) days following an event constituting Good Reason, your rights under this paragraph 5(d) shall cease as to such eventcease. For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs actions by the Company without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Periodconsent: (i) your demotion to a position other than President and Chief Executive Officer, or a material reduction in your duties, authority duties or responsibilities as described in Section 2 of this Agreement, (ii) a material reduction in your Base Salary, provided, however, that a reduction in your Base Salary shall not constitute Good Reason if it (A) is made in connection with an across-the-board reduction of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (iii) material reduction of your ability to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n)plans, other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), (iv) the Company requires you to permanently relocate your office to a location outside the geographic area described in Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, Agreement; or (v) any other conduct that constitutes a material breach by the Company of a material term of this Agreement, or any other written agreement between the Company and you; provided that in the event of a termination for Good Reason, such termination may not occur until at least thirty (30) days after you have provided the Company with a detailed written notice of the ground(s) for termination, and then only if the Company has failed to correct the behavior giving rise to such potential termination.

Termination by You for Good Reason. You shall have the right to terminate your employment hereunder at any time for “Good Reason” (as defined below). In the event that you resign your employment with “Good Reason,” your resignation shall be deemed to be a termination of your employment by the Company other than for Cause pursuant to paragraph 5(ci) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign pursuant to this paragraph within ninety (90) days following an event constituting Good Reason, your rights under this paragraph 5(d) shall cease as to such event. For purposes of this AgreementParagraph 10(b), the phrase “Good Reason” Company shall mean be in breach of its obligations to you hereunder if there shall have occurred any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice (each such event being referred to any member of the Board as a “Good Reason”): (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Period: (iA) a material reduction in your duties, authority or responsibilities as described in Section 2 of this Agreement, (ii) a material reduction in your Base Salary, provided, however, that a reduction in your Base Salary title shall not constitute Good Reason if it (A) is made in connection with an across-the-board reduction of all senior executives’ annual base salaries, and have been put into effect; (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (iii) material reduction of your ability you shall have been required to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n), report to anyone other than as provided in Paragraph 5 hereof; (C) Company fails to pay to you any reduction that monies due hereunder in accordance with 4882-1809-5218, v. 2 applicable law; (AD) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), (iv) the Company requires you to permanently relocate your office to a location primary residence outside the geographic greater Los Angeles metropolitan area described in Section 2 order to perform your duties to Company hereunder; or (E) Company assigns its rights and obligations under this Agreement in contravention of the provisions of Paragraph 17(e). (ii) You may exercise your right to terminate your employment and this Agreement for Good Reason pursuant to this Paragraph 10(b) by notice given to Company in writing specifying the Good Reason for termination within sixty (60) days after the occurrence of any such event constituting Good Reason, otherwise your right to terminate your employment and this Agreement by reason of the occurrence of such event shall expire and shall be deemed to have permanently lapsed. Any such termination in compliance with the provisions of this Paragraph 10(b) shall be effective thirty (30) days after the date of your written notice of termination, except that if Company shall cure such specified Good Reason within such thirty-day period, you shall not be entitled to terminate your employment and this Agreement which requires a one-way increase in your driving distance by reason of more than twenty-five (25) miles, or (v) any other conduct that constitutes a material breach such specified Good Reason and the notice of termination given by the Company you shall be null and void and of a material term of this Agreement, or any other written agreement between the Company and youno effect whatsoever.

Termination by You for Good Reason. You shall have the right to may voluntarily terminate your employment hereunder under this Agreement at any time for “Good Reason” (as defined below)Reason and be entitled to receive the compensation and other benefits set forth in Section 5(d) relating to a termination without Cause, provided you sign a release and waiver of claims in favor of the Company and its Affiliates and their respective officers and directors in a form reasonably satisfactory to the Company and such release becoming effective. In You must provide written notice to the Company of the existence of the event that you resign your employment with “or condition constituting such Good Reason,” your resignation shall be deemed to be a termination of your employment by the Company other than for Cause pursuant to paragraph 5(c) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign pursuant to this paragraph Reason within ninety (90) days following an of the initial occurrence of the event or condition alleged to constitute Good Reason. Upon delivery of such notice by you, the Company shall have a period of thirty (30) days during which it may remedy in good faith the event or condition constituting Good Reason, and your rights employment shall continue in effect during such time so long as the Company is making diligent efforts to cure. In the event the Company shall remedy in good faith the event or condition constituting Good Reason, then such notice of termination shall be null and void, and the Company shall not be required to pay the amount due to you under this paragraph 5(d) shall cease as to such eventSection 5(e). For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Period: shall mean: (i) the assignment to you of duties inconsistent with your position, authority, duties or responsibilities as contemplated by Section 1 hereof without your written consent; (ii) any action taken by the Company that results in a material substantial reduction in your dutiesstatus, authority or responsibilities as described in Section 2 of this Agreement, (ii) including a material reduction diminution in your Base Salaryposition, providedauthority, however, that a reduction in your Base Salary shall not constitute Good Reason if it (A) is made in connection with an across-the-board reduction of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, duties or responsibilities; (iii) material reduction requiring you to maintain your primary office outside of your ability to participate the Market Area (as defined in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n6(d)), other than any reduction that (A) is part of a general reduction unless either the Company or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following Bank moves its principal executive offices to the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability place to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), which you are required to move your primary office; or (iv) the Company requires you to permanently relocate your office to a location outside the geographic area described in Section 2 failure of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, or (v) any other conduct that constitutes a material breach by the Company of a to comply with any material term of this Agreement. Notwithstanding the above, Good Reason shall not include your removal as an officer of any Affiliate of the Company (including the Bank) in order that you might concentrate your efforts on the Company, any resignation by you where Cause for your termination by the Company exists, or any other written agreement between an isolated, insubstantial and/or inadvertent action not taken in bad faith by the Company and which is remedied by the Company within a reasonable time after receipt of notice thereof given by you.

Termination by You for Good Reason. You shall have the right to may terminate your employment hereunder at any time for “Good Reason” (as defined below). In following the event that you resign your employment with “Good Reason,” your resignation shall be deemed to be a termination occurrence of your employment by the Company other than for Cause pursuant to paragraph 5(c) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign pursuant to this paragraph within ninety (90) days following an event constituting Good Reason, your rights under this paragraph 5(d) shall cease as to such event. For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on written consent: (i) any failure to pay, or after material reduction in, Annual Salary and Bonus in accordance with the commencement of your employment, provided that you have first provided written notice to any member of the Board terms hereof; (or the surviving corporation, as applicableii) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and if the Company (or surviving corporationany successor entity) has intentionally and materially reduces or diminishes your working responsibilities, duties, or position in the Company to such an extent that a reasonable person would not cured consider such event(s) within 30 days (or such longer period duties commensurate with your role as may be specified by you in such notice) after your written notice is received by such member CEO of the Board Company; (or iii) a requirement by the surviving corporationCompany that your primary work location be moved to a place that is more than a one (1) (the “Cure Period”), and you resign within thirty (30) days following the end hour commute from your home as of the Cure Period: (i) a material reduction in your duties, authority or responsibilities as described in Section 2 date of this Agreement, (ii) a material reduction in your Base Salary, provided, however, that a reduction in your Base Salary shall not constitute Good Reason if it (A) is made in connection with an across-the-board reduction of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, ; (iii) material reduction of your ability requiring you to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n), report to someone other than any reduction that (A) is part the Board of Directors or a general reduction failure by TerrAscend to maintain your position on the Board and/or use its reasonable best efforts to ensure your reelection; or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), (iv) the Company requires you to permanently relocate your office to a location outside the geographic area described in Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, or (v) any other conduct that constitutes a material breach by the Company of a material term any other obligations under this Agreement; provided, however, that you shall provide written notice of any such “Good Reason” not later than thirty (30) days after your actual discovery thereof to avail yourself of this Agreement, or any other written agreement between right and the Company shall have the opportunity to cure same within thirty (30) days after receipt of such written notice. If the Company does not cure within such time, then you shall, upon written notice to the Company, be entitled to terminate your employment for Good Reason, provided you do so within fifteen (15) days of giving written notice of such Good Reason grounds not so cured. In the event that you terminate your employment for Good Reason, you shall be entitled to the payments and youother compensation under the same terms as set forth in section 14(d)(i)-(iv) as if you were terminated without Cause.

Termination by You for Good Reason. You shall have the right to may voluntarily terminate your employment hereunder under this Agreement at any time for “Good Reason” (as defined belowReason and be entitled to receive the compensation and other benefits set forth in Section 5(e) relating to a termination without Cause, provided you sign a Release and it becomes effective and you comply with the notice provisions of Section 5(e)(iv). In You must provide written notice to the Bank of the existence of the event that you resign your employment with “or condition constituting such Good Reason,” your resignation shall be deemed to be a termination of your employment by the Company other than for Cause pursuant to paragraph 5(c) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign pursuant to this paragraph Reason within ninety (90) days following an of the initial occurrence of the event or condition alleged to constitute Good Reason. Upon delivery of such notice by you, the Bank shall have a period of thirty (30) days during which it may remedy in good faith the event or condition constituting Good Reason, and your rights employment shall continue in effect during such time so long as the Bank is making diligent efforts to cure. In the event the Bank shall remedy in good faith the event or condition constituting Good Reason, then such notice of termination shall be null and void, and the Bank shall not be required to pay the amount due to you under this paragraph 5(dSection 5(f). If the Company has not remedied the event or condition constituting Good Reason during the thirty (30) shall cease as day cure period and you do not terminate your employment for Good Reason within ninety (90) days thereafter, then you will deemed to have waived your right to terminate for Good Reason with respect to such eventgrounds. For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Period: shall mean: (i) the assignment to you, without your written consent, of duties inconsistent with your position, authority, duties or responsibilities as contemplated by Section 1 hereof; (ii) any action taken by the Bank that results in a material substantial reduction in your dutiesstatus, authority or responsibilities as described in Section 2 of this Agreement, (ii) including a material reduction diminution in your Base Salaryposition, providedauthority, however, that a reduction in your Base Salary shall not constitute Good Reason if it (A) is made in connection with an across-the-board reduction of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, duties or responsibilities; (iii) material reduction the requirement by the Bank that you be based at any office that is greater than thirty-five (35) miles from where your office is located when your employment begins, unless you are asked to move your primary office to the principal executive offices of your ability to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n), other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), Bank; or (iv) the Company requires you failure of the Bank to permanently relocate your office to a location outside comply with the geographic area described in provisions of Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, 3 or (v) any other conduct that constitutes a material breach by the Company Bank of a material term any other provision of this Agreement. Notwithstanding the above, or Good Reason shall not include any other written agreement between resignation by you where Cause for your termination by the Company and youBank exists.

Termination by You for Good Reason. You shall have the right to terminate your employment hereunder at any time for “Good Reason” (as defined below). In the event that you resign your employment with “Good Reason,” your Your resignation shall be deemed considered to be for Good Reason if you resign as President and Chief Executive Officer (whether or not you resign as a termination Director and, if Chairman of your employment by the Company other than for Cause pursuant to paragraph 5(cBoard, as Chairman of the Board) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(cupon ninety (90) above in the event of such a termination. In the event that you do not send the Company a days prior written notice of your intent to resign pursuant to this paragraph within ninety (90) days following an event constituting Good Reason, your rights under this paragraph 5(d) shall cease as to such event. For purposes after the occurrence of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Periodevents: (i) your removal, dismissal or failure to be re-elected as President or Chief Executive Officer (other than on account of your termination for some other reason) or a de jure or de facto material reduction in your duties, authority title, responsibilities, authority, status, or reporting responsibilities as described (other than in Section 2 connection with the appointment of this Agreementa Chief Operating Officer or President who reports to you), unless you have previously consented in writing to such removal, dismissal or reduction (which consent may be given or withheld in your sole discretion); (ii) a material reduction in the failure to elect you, or your Base Salaryremoval, provideddismissal or failure to be re-elected, however, that a reduction in your Base Salary shall not constitute Good Reason as Chairman of the Board if it (A) is made in connection with an across-the-board reduction the current Chairman of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, Board ceases to serve as such; (iii) material reduction the failure of the Company to pay to you any amounts due under this Agreement within ten (10) days after the later of its due date or your ability to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” written demand for purposes payment of Treas. Reg. Section 1.409A-1(n), other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), amount; (iv) the Company requires you to permanently relocate your office to a location outside the geographic area described in Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, or (v) any other conduct that constitutes a material breach by the Company of a material term any provision of this AgreementAgreement which is not cured within thirty (30)days after your giving of written notice of such breach to the Company; (v) one year after a Change of Control, as defined in Exhibit A hereto, to the extent you are employed hereunder at that time; or any other written agreement between (vi) the Company and yourelocation of the Company's principal executive office more than fifty (50) miles from the current location.

Termination by You for Good Reason. You shall have the right to may terminate your employment hereunder at any time for “‘‘Good Reason” ’’ on ten days’ written notice to the Company following the occurrence of any of the following without your prior written consent: (as defined below). In i) you are assigned duties that are inconsistent in any material respect with Section 1(b) above, or your title, position, authorities, duties or responsibilities are materially diminished, in each case without full cure on 30 days’ written notice from you to the event Company requesting cure; provided that you resign your employment with “Good Reason,” your resignation shall be deemed the Company becoming a subsidiary of another entity, or otherwise ceasing to be a publicly-traded company, shall not in and of itself constitute circumstances described in this clause (i) unless an assignment or diminishment described in this clause (i) occurs in connection therewith; (ii) any failure by the Company to timely comply with its obligations to you under Section 3 above, or with any other material obligation to you, that is not fully cured on 30 days’ written notice from you to the Company requesting cure; (iii) any change in your reporting structure so that you are required to report, in your capacity as President, Pharmaceutical Development, to any Person other than the Chief Executive Officer, if not fully cured on ten days’ written notice from you to the Company requesting cure; (iv) any relocation of the Company’s headquarters, or of your principal place of employment, to a location that is more than 75 miles from Berkeley Heights, New Jersey; or (v) any failure by the Company to obtain the assumption in writing of its obligations under this Agreement by any successor to all or substantially all of its business or assets within 15 days after any reconstruction, amalgamation, combination, merger, consolidation, sale, liquidation, dissolution or similar transaction. In addition, any termination by you, on 30 days’ written notice from you to the Company, of your employment hereunder during any 30-day period that commences 365 days after the occurrence of any Change in Control shall be treated as a termination by the Company other than you for Cause pursuant to paragraph 5(c) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign pursuant to this paragraph within ninety (90) days following an event constituting ‘‘Good Reason, your rights under this paragraph 5(d) shall cease as to such event’’. For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified by you in such notice) after your written notice is received by such member of the Board (or by the surviving corporation) (the “Cure Period”), and you resign within thirty (30) days following the end of the Cure Period: (i) a material reduction in your duties, authority or responsibilities as described in Section 2 of this Agreement, (ii) a material reduction in your Base Salary, provided, however, that a reduction in your Base Salary shall not constitute Good Reason if it (A) is made in connection with an across-the-board reduction of all senior executives’ annual base salaries, and (B) does not occur within the fifteen (15) month period following the effective date of a ‘‘Change in Control, (iii) material reduction of your ability to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n), other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a ’’ shall mean ‘‘Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction ’’ as defined in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), (iv) the Company requires you to permanently relocate your office to a location outside the geographic area described in Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, or (v) any other conduct that constitutes a material breach by the Company of a material term of this Agreement, or any other written agreement between the Company and you1998 Plan.

Termination by You for Good Reason. You (i) For purposes of this Paragraph 10(b), Company shall be in breach of its obligations to you hereunder if there shall have occurred any of the following events (each such event being referred to as a “Good Reason”): (A) a material reduction in your title, authority or responsibilities shall have been put into effect; (B) Company fails to pay to you any monies due hereunder in accordance with applicable law or to grant the annual PSU award pursuant to Paragraph 3(c); (C) Company requires you to relocate your primary residence outside the greater New York metropolitan area in order to perform your duties to Company hereunder; (D) you shall have been required to report to anyone other than the Board; or (E) Company assigns its rights and obligations under this Agreement in contravention of the provisions of Paragraph 17(d). (ii) You may exercise your right to terminate your employment hereunder at any time and this Agreement for “Good Reason” (as defined below). In the event that you resign your employment with “Good Reason,” your resignation shall be deemed to be a termination of your employment by the Company other than for Cause pursuant to paragraph 5(c) above, in which event both you and the Company shall have your respective rights and obligations under such paragraph 5(c) above in the event of such a termination. In the event that you do not send the Company a written notice of your intent to resign Reason pursuant to this paragraph Paragraph 10(b) by notice given to Company in writing specifying the Good Reason for termination within ninety (90) days following an after the occurrence of any such event constituting Good Reason, otherwise your rights under this paragraph 5(d) shall cease as to such event. For purposes of this Agreement, the phrase “Good Reason” shall mean any one of the following events which occurs without your consent on or after the commencement of your employment, provided that you have first provided written notice to any member of the Board (or the surviving corporation, as applicable) within 90 days of the first such occurrence of such condition specifying the event(s) constituting Good Reason and specifying that you intend right to terminate your employment not earlier than 30 days after providing such notice, and the Company (or surviving corporation) has not cured such event(s) within 30 days (or such longer period as may be specified this Agreement by you in such notice) after your written notice is received by such member reason of the Board (or by occurrence of such event shall expire and shall be deemed to have permanently lapsed. Any such termination in compliance with the surviving corporationprovisions of this Paragraph 10(b) (the “Cure Period”), and you resign within shall be effective thirty (30) days following after the end date of the Cure Period: your written notice of termination, except that if Company shall cure such specified Good Reason within such period of thirty (i30) a material reduction in your dutiesdays, authority or responsibilities as described in Section 2 of this Agreement, (ii) a material reduction in your Base Salary, provided, however, that a reduction in your Base Salary you shall not constitute be entitled to terminate your employment and this Agreement by reason of such specified Good Reason if it (A) is made in connection with an across-the-board reduction and the notice of all senior executives’ annual base salaries, termination given by you shall be null and (B) does not occur within the fifteen (15) month period following the effective date void and of a Change in Control, (iii) material reduction of your ability to participate in the Company’s fringe and benefit plans that effectively constitutes your “involuntary separation from service” for purposes of Treas. Reg. Section 1.409A-1(n), other than any reduction that (A) is part of a general reduction or other concessionary arrangement affecting all senior officers, and (B) does not occur within the fifteen (15) month period following the effective date of a Change in Control, (it being understood that, solely for purposes of this paragraph 5(f), such a reduction in the ability to participate in the Company’s fringe and benefit plans is considered a material breach of this Agreement), (iv) the Company requires you to permanently relocate your office to a location outside the geographic area described in Section 2 of this Agreement which requires a one-way increase in your driving distance of more than twenty-five (25) miles, or (v) any other conduct that constitutes a material breach by the Company of a material term of this Agreement, or any other written agreement between the Company and youno effect whatsoever.