Common use of Termination for Good Reason Clause in Contracts

Termination for Good Reason. The Executive's termination shall be for Good Reason (as defined below) if the Executive provides written notice to the Company of the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and the Company fails to cure the Good Reason within that period. For purposes of this Agreement, "Good Reason" shall mean, without the Executive’s express written consent, the occurrence of any of the following circumstances: (a) The assignment to Executive of any duties inconsistent with Executive’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; (b) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary as in effect on the date hereof; (c) The failure by the Company, without Executive’s consent, to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives of the Company; (d) The failure by the Company to continue to provide Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) days.

Termination for Good Reason. Except where Section 2.20(d) is applicable, this Section 7.6 shall only become effective when at least twelve (12) months have elapsed since the Employment Date. Prior to this Section 7.6 becoming effective, any notice of termination by Executive may only be given pursuant to Section 7.3. The Executive's termination Executive shall be have sixty (60) days from the date he learns of action taken by the Company that allows the Executive to terminate his employment for Good Reason to provide the Board with a Notice of Termination. (as defined belowa) if The Notice of Termination must set forth in reasonable detail the Executive provides written notice facts and circumstances claimed to the Company of the provide a basis for such Good Reason within ten termination. (10b) days of the event constituting Good Reason and provides the The Company with a period of ten shall have thirty (1030) days to cure the Good Reason and the such Company fails to cure the Good Reason within that period. For purposes of this Agreement, "Good Reason" shall mean, without the Executive’s express written consent, the occurrence of any action following receipt of the following circumstances: (a) The assignment to Executive Notice of any duties inconsistent with Executive’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; (b) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary as in effect on the date hereof; Termination. (c) The failure Executive is required to continue his employment for the sixty (60) day period following the date in which he provided the Notice of Termination to the Board. The Company may waive the sixty (60) day notice period; however, the Executive shall be entitled to receive all elements of compensation described in Sections 5.1 through 5.6 for the sixty (60) day notice period, subject to the eligibility and participation requirements of any qualified retirement plan. (d) Upon a termination of the Executive’s employment for Good Reason during the Term, and following the expiration of the sixty (60) day notice period, the Company shall pay and provide to the Executive the following: (1) An amount equal to one-and-one-half (1.5) times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (2) An amount equal to one-and-one-half (1.5) times the Executive’s targeted Annual Bonus award established for the fiscal year in which the Effective Date of Termination occurs; (3) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for one-and-one-half (1.5) years after the Effective Date of Termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third party providers). These benefits shall be provided to the Executive at the same coverage level, as in effect as of the Effective Date of Termination and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, without or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The continuation of these welfare benefits shall be discontinued prior to the end of the one-and-one-half (1.5) year period in the event the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Compensation Committee (or, in the event the Compensation Committee ceases to exist, the Board); (4) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company; (5) An amount equal to the Executive’s consentunpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; and (6) All other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. (e) In the event of termination of Executive’s employment for Good Reason on or after the date of the announcement of the transaction which leads to the CIC and up to twenty-four (24) months following the date of the CIC, the Executive shall be entitled to the CIC Severance Benefits as provided in Section 8.3 in lieu of the Severance Benefits outlined in this Section 7.6. (f) The Executive’s right to terminate employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness unless such incapacity is determined to constitute a Disability as provided herein. (g) Payment of all but forty thousand dollars ($40,000) of the benefits described in Section 7.6(d)(1) and payment of all of the benefits described in Section 7.6(d)(2) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event beyond thirty (30) days from such date. The forty thousand dollars ($40,000) which was withheld shall be paid in cash to the Executive in a single lump sum at the end of the twelve (12) month restrictive period set forth in Sections 11.2 and 11.3 of this Agreement. (h) Except as specifically provided in Section 7.6(g), all other payments due to the Executive upon termination of employment shall be paid in accordance with the terms of such applicable plans or programs. (i) Notwithstanding anything herein to the contrary, the Company’s payment obligations under this Section 7.6 shall be offset by any amounts that the Company is required to pay to the Executive any portion of under a national statutory severance program applicable to such Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives . (j) With the exceptions of the Company; covenants contained in Articles 8, 9, 10, 11, 12 and 14 and Sections 7.6, 13.3, 13.5, and 13.7 (dwhich shall survive such termination) The failure by herein, the Company to continue to provide and the Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment thereafter shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) dayshave no further obligations under this Agreement.

Termination for Good Reason. The Executive's termination Executive shall be for Good Reason entitled to terminate this Agreement and his employment with the Company at any time upon thirty (as defined below30) if the Executive provides days written notice to the Company of the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and the Company fails to cure the Good Reason within that period. For purposes of this Agreement, for "Good Reason" (as defined below). The Executive's termination of employment shall mean, without the Executive’s express written consent, the occurrence be for "Good Reason" if such termination is a result of any of the following circumstances: events: (ai) The assignment to Executive of is assigned any responsibilities or duties materially inconsistent with Executive’s his position, duties, responsibilities and status as an executive officer of with the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; (b) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary as in effect on at the date of this Agreement or as may be assigned to the Executive pursuant to Section 2 hereof; (c) The failure or his title or offices as in effect at the date of this Agreement or as the Executive may be appointed or elected to in accordance with Section 2 are changed; or the Executive is required to report to or be directed by any person other than the Chairman and Chief Executive Officer and the Board of Directors of the Company, without Executive’s consent, ; (ii) there is a reduction in the Salary (as such Salary shall have been increased from time to pay time) payable to the Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting Section 4(a) hereof unless such reduction is applicable to all senior executives of the Company; ; (diii) The failure by the Company or any successor to the Company or its assets to continue to provide to the Executive any material benefit, bonus, profit sharing, incentive, remuneration or compensation plan, stock ownership or purchase plan, stock option plan, life insurance, disability plan, pension plan or retirement plan in which the Executive was entitled to participate in as at the date of this Agreement or subsequent thereto, or the taking by the Company of any action that materially and adversely affects the Executive's participation in or materially reduces his rights or benefits under or pursuant to any such plan or the failure by the Company to continue increase or improve such rights or benefits on a basis consistent with practices in effect prior to provide Executive the date of this Agreement or with benefits or arrangements (includingpractices implemented and subsequent to the date of this Agreement with respect to the executive employees of the Company generally, without limitation, income tax services, car allowances, and other fringe benefits) at least as which ever is more favorable to those enjoyed the Executive, but excluding such action that is required by Executive upon the start of employment hereunderlaw; (iv) without Executive's consent, the taking Company requires the executive to relocate to any city or community other than one within a fifty (50) mile radius of the greater Houston, Texas metropolitan area, except for required travel on the Company's business to an extent substantially consistent with the Executive's business obligations under this Agreement; or (v) there is any action material breach by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon provision of this Agreement. (vi) Upon the start Executive's termination of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "this Agreement for Good Reason," , the Executive must notify shall be entitled to the Company Severance Payment and other benefits specified in writing within ten (10Section 5(f) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) dayshereof.

Termination for Good Reason. The Executive's A Termination for Good Reason means a termination shall be by Executive by written notice given within ninety (90) days after the occurrence of the Good Reason event, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined belowin Section 7(d) if the Executive provides written notice to the Company of the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and the Company fails to cure the Good Reason within that periodhereof). For purposes of this Agreement, "“Good Reason" ” shall meanmean the occurrence or failure to cause the occurrence, as the case may be, without the Executive’s express written consent, the occurrence of any of the following circumstances: (ai) The any material diminution of Executive’s positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s employment for Cause or Disability or as a result of Executive’s death, or temporarily as a result of Executive’s illness or other absence), or, the assignment to Executive of any duties or responsibilities that are inconsistent with Executive’s status as an executive then position; (ii) removal of, or the non-reelection of, Executive from officer of positions with the Company specified herein without election to a higher position or a substantial adverse alteration in the nature or status removal of Executive’s responsibilities Executive from those in effect upon the date hereofany of his then officer positions; (biii) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary as in effect on the date hereof; (c) The failure by the Company, without Executive’s consent, to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives a relocation of the Company’s executive office in Connecticut to a location more than thirty-five (35) miles from its current location or more than thirty-five (35) miles further from Executive’s residence at the time of relocation; (div) The a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to provide participate (the “Bonus Plans”), provided that any such Bonus Plans may be modified at the Company’s discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“Substitute Plans”), or arrangements (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus as Executive participated in prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any provision of this Agreement, including, without limitation, income tax servicesSection 12 hereof; or (vi) failure of any successor to the Company (whether direct or indirect and whether by merger, car allowancesacquisition, and other fringe benefitsconsolidation or otherwise) at least as favorable to those enjoyed by assume in a writing delivered to Executive upon the start of employment hereunderassignee becoming such, the taking obligations of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) days.

Termination for Good Reason. The Executive's termination shall be Executive may terminate this Agreement for Good Reason (as defined below) if the Executive provides by service of written notice to the Company of the event constituting Good Reason, and such Good Reason within ten continues for a period of thirty (1030) days after written notification; provided, however, that in the event such Good Reason can’t or is unable to be cured, then, subject to this subsection (b), termination for Good Reason shall happen immediately following delivery of written notice. Notice shall be provided within one (1) year of the date of the event constituting Good Reason occurred. In the event Executive terminates this Agreement for Good Reason during the Initial Term, then Executive will be paid the following compensation within sixty (60) days of the Executive Termination Date: (a) a lump sum cash payment in an amount equal to the greater of (i) one month of Executive’s Annual Base Salary multiplied by the number of months (and provides partial months) remaining on the Initial Term, and (ii) six (6) months of Executive’s Annual Base Salary; plus (b) a lump sum cash payment for any accrued but unused vacation through the Executive Termination Date in accordance with the Company’s employment policies. In the event Executive terminates this Agreement for Good Reason during any Renewal Term, the Executive will be paid the following compensation within sixty (60) days of the Executive Termination Date: (a) a lump sum cash payment in an amount equal to one month of Executive’s Annual Base Salary; plus (b) a lump sum cash payment for any accrued but unused vacation through the Company Termination Date in accordance with a period of ten (10) days to cure the Good Reason and the Company fails to cure the Good Reason within that periodCompany’s employment policies. For purposes of this Agreement, "“Good Reason" ” shall mean, without the Executive’s express written consent, the occurrence of mean any of the following circumstancesfollowing: (a1) The assignment a material diminution in Executive’s authority, duties, or responsibilities (including reporting responsibilities), except in connection with the termination of his employment for Cause, or as a result of his Disability or death; (2) a material diminution in Executive’s Annual Base Salary, except in the case of consent or in the case the Company had a net loss for the previous fiscal year; (3) the Company requiring Executive (without the consent of Executive) to Executive be based at any place outside a fifty (50) mile radius of his place of employment immediately prior to such proposed relocation, except for reasonably required travel on the Company’s business; (4) any material breach by the Company of any duties inconsistent with Executive’s status as an executive officer provision of the Company this Agreement; or a substantial adverse alteration in the nature or status (5) any purported termination of Executive’s responsibilities from those in effect upon the date hereof; (b) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary as in effect on the date hereof; (c) The failure by the Company, without Executive’s consent, to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives of the Company; (d) The failure by the Company to continue to provide Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action for Cause by the Company which would directly or indirectly materially reduce does not otherwise comply with the terms of this Agreement. If written notice has been delivered to the Company alleging termination for Good Reason, the Board of Directors of the Company will have the right to request a meeting with Executive to be held at a mutually agreeable time and location, at which meeting the Company and Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing within thirty (30) days after delivery of Executive’s written notice, any termination of such benefits or deprive Executive of any material fringe benefit enjoyed this Agreement by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "will be deemed to have occurred without Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) days.

Termination for Good Reason. The Executive's termination Executive shall be for Good Reason (as defined below) if entitled to terminate this Agreement and his employment with the Executive provides Company at any time upon 30 days written notice to the Company for "Good Reason" (as defined below). The Executive's termination of employment shall be for "Good Reason" if such termination is a result of any of the Good Reason within ten following events: (10i) days of the event constituting Good Reason Executive is assigned any responsibilities or duties materially inconsistent with his position, duties, responsibilities and provides status with the Company with as in effect at the date of this Agreement or as may be assigned to the Executive pursuant to Section 2 hereof; (ii) the Salary payable to the Executive pursuant to Section 4(a) hereof is reduced by an amount in excess of five percent (5%), unless the Executive has otherwise agreed to such reduction; (iii) there is (1) a period failure by the Company or any successor to the Company or its assets to continue to provide to the Executive any material benefit, bonus, profit sharing, incentive, remuneration or compensation plan, stock ownership or purchase plan, stock option plan, life insurance, disability plan, pension plan or retirement plan in which the Executive was entitled to participate in as at the date of ten (10) days to cure the Good Reason this Agreement or subsequent thereto, and the Company fails to cure provide a substitute therefor which is substantially similar to the Good Reason discontinued material benefit or plan, or (2) the taking by the Company of any action that materially and adversely affects the Executive's participation in or materially reduces his rights or benefits relative to other senior executives under or pursuant to any such plan, but excluding any such action that is required by law; (iv) without Executive's consent, the Company requires the executive to relocate to any city or community other than one within that period. For purposes a 50 mile radius of the greater metropolitan area of Houston, Texas, except for required travel on the Company's business to an extent substantially consistent with the Executive's business obligations under this Agreement; or (v) there is any material breach by the Company of any provision of this Agreement, ". Upon the Executive's termination of this Agreement for Good Reason" shall mean, without the Executive’s express written consent, the occurrence of any of Executive shall be entitled to the following circumstances: (a) The assignment to Executive of any duties inconsistent with Executive’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; (b) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary as in effect on the date hereof; (c) The failure by the Company, without Executive’s consent, to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives of the Company; (d) The failure by the Company to continue to provide Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, Severance Payment and other fringe benefitsbenefits specified in Section 5(f) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) dayshereof.

Termination for Good Reason. The Executive's termination shall be At any time during the term of this Agreement, the Executive may terminate this Agreement for Good Reason (as defined below) if by giving the Executive provides Company forty-five (45) days written notice, which notice sets forth in detail the facts and circumstances claimed to provide a basis for such termination. However, Company shall, at its option, have thirty (30) days from receipt of such written notice to cure any event or circumstance that could constitute Good Reason. If Company chooses not to cure, the Company Effective Date of Termination for Good Reason shall occur upon the expiration of the Good Reason within ten forty-five (1045) days of prior notice period that is specified by the event constituting Good Reason and provides Executive in the Company with a period of ten (10) days to cure the Good Reason written notice, and the Company fails shall pay and provide to cure the Good Reason within that periodExecutive the benefits set forth in this Article 7.6. For purposes of this Agreement, "Good Reason" Reason shall mean, without the Executive’s express written consent, the occurrence of any one (1) or more of the following circumstances: following: (a) The assignment Failing to Executive of any duties inconsistent with maintain the Executive’s status as an executive officer participation in the Company’s annual bonus and long-term incentive plan in a manner that is consistent with other similarly situated Executive employees of the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; Company; (b) A reduction Failing to maintain the Executive’s benefits under, or relative level of participation in, the Company’s employee benefit or retirement plans, perquisites, policies, practices, or arrangements in which the Executive participates as of the Effective Date of this Agreement at a level consistent with other similarly situated Executive employees of the Company; (c) Reducing the Executive’s Base Salary; (d) Terminating the Executive’s employment otherwise than as expressly permitted by this Agreement; or (e) Failing to comply with and satisfy Article 10.1 by requiring any successor to the Company to assume and agree to perform the Company’s obligations hereunder. Upon the Effective Date of Termination, the Executive shall be entitled to receive the same payments and benefits as he/she is entitled to receive following an involuntary termination of his/her employment by the Company by more than twenty percent without Cause, as specified in Article 7.4 herein. Said payment shall commence within forty-five (20%45) in calendar days following the Effective Date of Termination. The Executive’s Base Salary as in effect on the date hereof; (c) The failure right to terminate employment for Good Reason shall not be affected by the Company, without Executive’s consent, incapacity due to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives of the Company; (d) The failure by the Company to continue to provide Executive with benefits physical or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) daysmental illness.

Termination for Good Reason. The Executive may terminate the Agreement for Good Reason. For purposes of the Agreement, “Good Reason” shall mean, without Executive's termination ’s consent: (i) the Company has materially breached the Agreement; or (ii) Executive is not suffering from a Disability and there has occurred any material diminution or reduction in duties or authority; provided, that in no event shall Executive’s resignation be for Good Reason unless (as defined belowx) if the Executive or a representative of Executive provides the Company with written notice thereof within thirty (30) days after there is knowledge of the occurrence or existence of such circumstances, which notice specifically identifies the circumstances that are believed to constitute Good Reason, (y) the Company fails to correct the identified circumstances within thirty (30) days after the receipt of such notice, and (z) Executive resigns within ninety (90) days after the date of delivery of such notice. In the event Executive terminates this Agreement for Good Reason, the Company shall pay to Executive or his estate: (A) any Accrued Obligations, (B) Base Salary continuation payments in the aggregate amount of $5,000,000, payable in equal biweekly installments (or, if different, in accordance with the Company’s standard payroll practice as in effect from time to time) over the period of five (5) years following such termination and (C) reimbursement, on a fully grossed-up basis, of (i) any income tax incurred by Executive with respect to the Company value of Executive’s continued residence in the Mansion, payable no later than the due date for the filing of Executive’s annual income tax returns (or, if earlier, as required by Section 10 of the Good Reason within Agreement), payable no later than ten (10) days following each rental payment to the Company. In addition, if the Company has materially breached this Agreement by failing to pay Executive his Base Salary or to provide him with the benefits described in Section 3(c) of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and the Company fails to cure the Good Reason within that period. For purposes of this Agreement, "Good Reason" shall mean, then in addition to the remedies set forth above (and without the Executive’s express written consent, the occurrence of any of the following circumstances: (a) The assignment to requirement that Executive of any duties inconsistent with Executive’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; (b) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary as in effect on the date hereof; (c) The failure by the Company, without Executive’s consent, to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives of the Company; (d) The failure by the Company to continue to provide Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce actually exercise any of such benefits or deprive remedies), the Company shall immediately and automatically stop all payments under the Management Services Agreement and Executive of any material fringe benefit enjoyed by Executive upon shall be entitled to exercise the start of employment hereundersuspension and termination rights, to the extent applicable, under the License Agreement. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting resignation for Good Reason hereunder. Upon occurrence of shall in no way affect Executive’s ability to also seek any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company other rights and remedies available to him at law or in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) daysequity.

Termination for Good Reason. The Executive's termination shall be Executive may terminate his employment with the Company for Good Reason (as defined below) if at any time during the Executive provides written notice Term, subject to the Company of the Good Reason within ten (10) days of the event constituting Good Reason notice and provides the Company with a period of ten (10) days to cure the Good Reason and the Company fails to cure the Good Reason within that periodother requirements set forth in this Section 5(d). For purposes of this Agreement, "“Good Reason" ” shall mean, without the Executive’s express written consent, mean the occurrence of any of the following circumstanceswithout Executive’s prior written consent: (ai) The assignment to Executive of any duties inconsistent with a material reduction in Executive’s status as Annual Base Salary; (ii) the relocation of Executive to a facility or location that is more than fifty (50) miles from his primary place of employment and such relocation results in an executive officer of increase in Executive’s one-way driving distance by more than fifty (50) miles; or (iii) a material and adverse change in Executive’s authority, duties, or responsibilities with the Company or a substantial material and adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; (b) A reduction by the Company by more than twenty percent (20%) change in Executive’s Base Salary as reporting relationship, in effect on the date hereof; (c) The failure by the Companyeach case other than any isolated, without Executive’s consent, to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives of the Company; (d) The insubstantial and inadvertent failure by the Company to continue to provide that is not in bad faith and is cured within ten (10) business days after Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by gives the Company which would directly or indirectly materially reduce any notice of such benefits or deprive Executive event, which must be given within ninety (90) calendar days after the event giving rise to the claim of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance act or failure to act constituting Good Reason hereunder. Upon occurrence ; provided, however, that no event described above shall constitute Good Reason unless (A) Executive gives notice of any termination to the Company specifying the condition or event relied upon for such termination within ninety (90) calendar days of the foregoing events which Executive believes constitutes "initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at all, within ninety (90) days following such Cure Period in order for such termination as a result of such condition or event to constitute a termination for Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) days.

Termination for Good Reason. The Executive's termination shall be Executive may terminate his employment with immediate effect for “Good Reason (as defined below) if Reason” if, after the Executive provides has given the Company detailed written notice to the Company of the Good Reason within ten (10) days of the event or circumstance constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and Reason, the Company fails to cure the Good Reason within that period. For purposes of this Agreement, "event or circumstance constituting “Good Reason" shall mean” within fifteen calendar days of receipt of such notice. “Good Reason” means the occurrence, without the Executive’s express written consent, the occurrence of any one or more of the following circumstancesfollowing: (a1) The assignment the Company requires the Executive to Executive relocate his principal place of any employment for the Company more than twenty-five (25) miles from the Company’s principal office location as of the Effective Date, unless his principal place of employment is brought closer to the Executive’s residence by such relocation; (2) the Company materially diminishes the Executive’s duties or responsibilities in a manner which is inconsistent with Executive’s the provisions of this Agreement or with his status as an executive officer of the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; EMEA Leader (bManaging Director) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary as in effect on the date hereof; (c) The failure by the Company, without Executive’s consent, to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives of the Company; (d3) the Company breaches any material term of this Agreement; or (4) the Company reduces the Executive’s annual base salary, on-target bonus potential or Benefits (save where such reduction is expressly permitted under the terms of this Agreement). The failure Executive agrees that, in the event he terminates his employment with immediate effect for Good Reason, the Company shall have no further obligations to the Executive under this Agreement other than: (a) the timely payment by the Company of the Accrued Obligations; and (b) the payment to continue the Executive following the end of the then current fiscal year of a bonus equivalent to provide fifty percent (50%) of his base salary as at the Termination Date multiplied by X/365, where “X” shall be the number of calendar days (during the fiscal year within which the Termination Date falls) during which the Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action was employed by the Company which would directly or indirectly materially reduce any provided that the Parent’s Board determines (acting reasonably and in good faith) that RedPrairie Corporation has achieved the applicable performance targets established by the Parent’s Board for that year. Subject to the Executive executing an Agreed Form Compromise Agreement, the Company shall pay to the Executive a severance payment in the aggregate amount of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon one times the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver annualized rate of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify base salary from the Company in writing within ten effect immediately prior to his Termination Date LESS all Notice Payments (10“Severance Pay”). Such Severance Pay, if any, shall be paid in twelve substantially equal monthly instalments (without interest, with each instalment equal to approximately 1/12th of the aggregate Severance Pay amount) beginning thirty days and give after the Company ten (10) days Executive’s Termination Date. The Company’s obligation to cure or correct provide such Severance Pay is subject to the alleged action or failurecondition precedent that the Executive shall not have breached any material term of this Agreement. After the expiration The Executive shall not be entitled to any additional compensation for termination of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) daysemployment.

Termination for Good Reason. The Executive's termination shall be At any time during the term of this Agreement, the Executive may terminate this Agreement for Good Reason (as defined below) if by giving the Executive provides Company forty-five (45) days written notice, which notice sets forth in detail the facts and circumstances claimed to provide a basis for such termination. However, Company shall, at its option, have thirty (30) days from receipt of such written notice to cure any event or circumstance that could constitute Good Reason. If Company chooses not to cure, the Company Effective Date of Termination for Good Reason shall occur upon the expiration of the Good Reason within ten forty-five (1045) days of prior notice period that is specified by the event constituting Good Reason and provides Executive in the Company with a period of ten (10) days to cure the Good Reason written notice, and the Company fails shall pay and provide to cure the Good Reason within that periodExecutive the benefits set forth in this Article 7.6. For purposes of this Agreement, "Good Reason" Reason shall mean, without the Executive’s express written consent, the occurrence of any one (1) or more of the following circumstances: following: (a) The assignment Failing to Executive of any duties inconsistent with maintain the Executive’s status as an executive officer of the Company or a substantial adverse alteration participation in the nature or status of ExecutiveCompany’s responsibilities from those annual bonus and long-term incentive plan in effect upon the date hereof; (b) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary as in effect on the date hereof; (c) The failure by the Company, without Executive’s consent, to pay to a manner that is consistent with other similarly situated Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives employees of the Company; or (b) Failing to maintain the Executive’s benefits under, or relative level of participation in, the Company’s employee benefit or retirement plans, perquisites, policies, practices, or arrangements in which the Executive participates as of the Effective Date of this Agreement at a level consistent with other similarly situated Executive employees of the Company; (c) Reducing the Executive’s Base Salary; (d) The failure Terminating the Executive’s employment otherwise than as expressly permitted by this Agreement; or (e) Failing to comply with and satisfy Article 10.1 by requiring any successor to the Company to assume and agree to perform the Company’s obligations hereunder. Upon the Effective Date of Termination, the Executive shall be entitled to receive the same payments and benefits as he is entitled to receive following an involuntary termination of his employment by the Company without Cause, as specified in Article 7.4 herein. Said payment shall commence within forty-five (45) calendar days following the Effective Date of Termination. The Executive’s right to continue to provide Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of terminate employment hereunder, the taking of any action for Good Reason shall not be affected by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, incapacity due to physical or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reasonmental illness," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) days.

Termination for Good Reason. The Executive's A Termination for Good Reason means a termination shall be by Executive by written notice given within ninety (90) days after Executive learns of the occurrence of the Good Reason event, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined belowin Section 9(d) if the Executive provides written notice to the Company of the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and the Company fails to cure the Good Reason within that periodhereof). For purposes of this Agreement, "Good Reason" shall meanmean the occurrence or failure to cause the occurrence, as the case may be, without the Executive’s 's express written consent, the occurrence of any of the following circumstances: (ai) The any material diminution of Executive's positions, duties or responsibilities hereunder (except, in each case, in connection with the termination of Executive's employment for Cause or Disability or as a result of Executive's death, or temporarily as a result of Executive's illness), or, the assignment to Executive of any duties or responsibilities that are inconsistent with Executive’s status as an executive 's then position; (ii) removal of; or the nonreelection of, Executive from officer of positions with the Company specified herein without election to a higher position or a substantial adverse alteration in the nature or status removal of Executive’s responsibilities Executive from those in effect upon the date hereofany of her then officer positions; (biii) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary as in effect on the date hereof; (c) The failure by the Company, without Executive’s consent, to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives a relocation of the Company's executive office in Connecticut to a location more than thirty-five (35) miles from the current location or more than thirty-five (35) miles further from Executive's residence at the time of relocation; (div) The a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to provide participate (the "Bonus Plans"), provided that any such Bonus Plans may be modified at the Company's discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor ("Substitute Plans"), or arrangements (including, without limitation, income tax services, car allowances, B) to continue Executive as a participant in the Bonus Plans and other fringe benefits) Substitute Plans on at least the same basis as favorable to those enjoyed potential amount of the bonus as Executive participated in prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any provision of this Agreement, including without limitation Section 3, Section 4 or Section 13 hereof; (vi) Executive's removal from or failure to be elected or reelected to the Board; or (vii) failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume, in a writing delivered to Executive upon the start of employment hereunderassignee becoming such, the taking obligations of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) days.

Termination for Good Reason. The Executive may terminate his employment hereunder by tendering his resignation to Iradimed. Unless otherwise consented to in writing by Executive's termination , a resignation by Executive shall be for Good Reason (as defined below) if the Executive provides written notice to the Company of the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and the Company fails to cure the Good Reason within that period. For purposes of this Agreement, "Good Reason" shall mean, without the Executive’s express written consent, the occurrence of any of the following circumstances: (a) The assignment to Executive of any duties inconsistent with Executive’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; (b) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary as in effect on the date hereof; (c) The failure by the Company, without Executive’s consent, to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives of the Company; (d) The failure by the Company to continue to provide Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," where such resignation is tendered within sixty (60) days following: (a) a reduction in Executive's minimum Base Salary (other than a general reduction in Base Salary that affects all similarly situated executives in substantially the same proportions); (b) a reduction in the Executive's Annual Bonus opportunity (other than a general reduction in Annual Bonus that affects all similarly situated executives in substantially the same proportions); (c) a material, adverse change in the Executive's title, authority, duties, or responsibilities (other than temporarily while the Executive must notify is physically or mentally incapacitated or as required by applicable law); (c) the relocation of Executive's place of employment outside of a fifty (50) mile radius from the Company's current address; (d) any material breach by Iradimed of any material provision of this Agreement or any material - 3 - provision of any other agreement between the Executive and Iradimed; (e) Iradimed's failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement in writing within ten (10) days the same manner and give to the same extent that the Company ten would be required to perform if no succession had taken place, except where such assumption occurs by operation of law; (10f) days a material adverse change in the reporting structure applicable to cure or correct the alleged action or failureExecutive. After Prior to accepting Executive's resignation for any of the expiration of twenty reasons set forth in this paragraph, the Company shall have an opportunity to rectify the matter that gave rise to Executive's resignation. If the matter is not rectified within fifteen (2015) days, Executive may quit for "Good Reason" Executive's resignation shall be deemed accepted by giving written notice within an additional fourteen (14) daysthe Company.

Termination for Good Reason. The Executive's termination shall be Executive may terminate his employment for “Good Reason (as defined below) if Reason” after giving the Executive provides Company detailed written notice to the Company of the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and thereof, if the Company fails to cure the Good Reason within that period. For purposes of this Agreement, "event or circumstance constituting “Good Reason" shall mean” within fifteen (15) days after receiving such notice. “Good Reason” means that, without the Executive’s express written consent, the occurrence of any one or more of the following circumstancesfollowing: (1) the Company requires Executive to relocate his principal place of employment for the Company more than twenty-five (25) miles from the Company’s principal office location as of the Effective Date, unless closer to Executive’s residence; (2) the Company materially diminishes Executive’s duties or responsibilities in a manner which is inconsistent with the provisions of this Agreement or with his status as General Counsel/Corporate Secretary/Legal Leader; or (3) the Company breaches any material term of this Agreement. In the event Executive terminates his employment for Good Reason, the Company shall have no further obligations to Executive under this Agreement other than (a) The assignment to Executive the timely payment of any duties inconsistent with Executive’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; Accrued Obligations, and (b) A reduction by the Company by more than twenty percent (20%) provided Executive executes a Separation and General Release Agreement in Executive’s Base Salary as in effect on the date hereof; (c) The failure by a form satisfactory to the Company, without Executive(i) payment of the Severance Pay (as defined in (b) above); (ii) any earned but unpaid bonus related to the Company’s consent, to pay to Executive performance for any period preceding the current fiscal quarter; (iii) a prorated portion of Executive’s compensation due hereunder more than twice bonus for the fiscal quarter in any 12 month period except pursuant which his employment terminates to an across-the-board compensation deferral similarly affecting the extent the bonus is payable to all executives employees for such time period; and (iv) the COBRA Benefit. Such Severance Pay, if any, shall be paid in twelve substantially equal monthly installments (without interest, with each installment equal to approximately 1/12th of the aggregate Severance Pay amount) beginning thirty days after Executive’s Separation Date. The Company; ’s obligation to provide such Severance Pay, bonus pay, and COBRA Benefit (d) The failure by the Company to or continue to provide such benefits, as the case may be) is subject to the condition precedent that Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of not breach any material fringe benefit enjoyed by term of this Agreement. Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, be entitled to any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) dayscompensation.

Termination for Good Reason. The Executive's ’s termination shall be for Good Reason (as defined below) if the Executive provides written notice to the Company of the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and the Company fails to cure the Good Reason within that period. For purposes of this Agreement, "“Good Reason" ” shall mean, without the Executive’s express written consent, the occurrence of any of the following circumstances: (a) The assignment to Executive of any duties inconsistent with Executive’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; (b) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary as in effect on the date hereof; (c) The failure by the Company, without Executive’s consent, to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives of the Company; (d) The failure by the Company to continue to provide Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "“Good Reason," ” Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "“Good Reason" ” by giving written notice within an additional fourteen (14) days.

Termination for Good Reason. The Executive's termination shall be Executive may terminate his employment for “Good Reason (as defined below) if Reason” after giving the Executive provides Company detailed written notice to the Company of the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and thereof, if the Company fails to cure the Good Reason within that period. For purposes of this Agreement, "event or circumstance constituting “Good Reason" shall mean” within fifteen (15) days after receiving such notice. “Good Reason” means that, without the Executive’s express written consent, the occurrence of any one or more of the following circumstancesfollowing: (1) the Company requires Executive to relocate his principal place of employment for the Company more than twenty-five (25) miles from the Company’s principal office location as of the Effective Date, unless closer to Executive’s residence; (2) the Company materially diminishes Executive’s duties or responsibilities in a manner which is inconsistent with the provisions of this Agreement or with his status as Executive Vice President – Services Americas; or (3) the Company breaches any material term of this Agreement. In the event Executive terminates his employment for Good Reason, the Company shall have no further obligations to Executive under this Agreement other than (a) The assignment to Executive the timely payment of any duties inconsistent with Executive’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; Accrued Obligations, and (b) A reduction by the Company by more than twenty percent (20%) provided Executive executes a Separation and General Release Agreement in Executive’s Base Salary as in effect on the date hereof; (c) The failure by a form satisfactory to the Company, without Executive(i) payment of the Severance Pay (as defined in (b) above); (ii) any earned but unpaid bonus related to the Company’s consent, to pay to Executive performance for any period preceding the current fiscal quarter; (iii) a prorated portion of Executive’s compensation due hereunder more than twice bonus for the fiscal quarter in any 12 month period except pursuant which his employment terminates to an across-the-board compensation deferral similarly affecting the extent the bonus is payable to all executives employees for such time period; and (iv) the COBRA Benefit. Such Severance Pay, if any, shall be paid in twelve substantially equal monthly installments (without interest, with each installment equal to approximately 1/12th of the aggregate Severance Pay amount) beginning thirty days after Executive’s Separation Date. The Company; ’s obligation to provide such Severance Pay, bonus pay, and COBRA Benefit (d) The failure by the Company to or continue to provide such benefits, as the case may be) is subject to the condition precedent that Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of not breach any material fringe benefit enjoyed by term of this Agreement. Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, be entitled to any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) dayscompensation.

Termination for Good Reason. The Executive's termination shall be At any time during the Term, the Executive may terminate his employment for Good Reason (as defined below) if the Executive provides written upon notice to the Company. Such notice shall state the intended Date of Termination and shall be given to the Company of the Good Reason within ten at least forty-five (1045) days of prior to such date and shall set forth in detail the event constituting Good Reason facts and provides circumstances claimed to provide grounds for such termination. The Company shall have the Company with a period of ten (10) days right to cure the facts and circumstances giving rise to such grounds for termination for Good Reason and Reason. If the Company fails to does not so cure within such forty-five (45) day notice period, then the Good Reason within that period. Executive’s employment shall terminate on the Date of Termination stated in the notice. 13 (a) For purposes of this Agreement, "“Good Reason" ” shall mean, without the Executive’s express written consent, the occurrence of any one (1) or more of the following circumstancesfollowing: (a) The assignment to Executive of any duties inconsistent with Executive’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; (bi) A reduction by in the Company by more than twenty percent (20%) in Executive’s Base Salary as (other than, prior to the occurrence of a Change in effect on the date hereof; (c) The failure by the CompanyControl or Asset Sale, without Executive’s consent, to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an a reduction across-the-board compensation deferral similarly affecting all executives senior officers in substantially like percentages of their base salaries) or Target Bonus Rate; (ii) A material reduction in the Executive’s duties or authority as President and Chief Executive Officer of the Company, or any removal of the Executive from or any failure to reappoint or reelect the Executive to such positions (except in connection with the termination of the Executive’s employment for Cause or Disability, as a result of the Executive’s death or Retirement or by the Executive other than for Good Reason); (diii) The Executive being required to relocate to a principal place of employment more than 35 miles from the Company’s headquarters except, prior to the occurrence of a Change in Control or Asset Sale, in connection with the relocation of substantially all senior Company executives pursuant to the relocation of the Company’s headquarters; or (iv) The failure by of the Company to continue obtain an agreement from any successor to provide Executive with benefits all or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon substantially all of the start assets or business of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing to assume and agree to perform this Agreement within ten fifteen (1015) days and give the Company ten (10) days to cure after a merger, consolidation, sale or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) dayssimilar transaction.

Termination for Good Reason. The Executive's A Termination for Good Reason means a termination shall be by Executive by written notice given within ninety (90) days after the occurrence of the Good Reason event, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined belowin Section 8(d) if the Executive provides written notice to the Company of the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and the Company fails to cure the Good Reason within that periodhereof). For purposes of this Agreement, "“Good Reason" ” shall meanmean the occurrence or failure to cause the occurrence, as the case may be, without the Executive’s express written consent, the occurrence of any of the following circumstances: (ai) The any material diminution of Executive’s positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s employment for Cause or Disability or as a result of Executive’s death, or temporarily as a result of Executive’s illness or other absence), or, the assignment to Executive of any duties or responsibilities that are inconsistent with Executive’s status as an executive then position; (ii) removal of, or the non-reelection of, Executive from officer of positions with the Company specified herein without election to a higher position or a substantial adverse alteration in the nature or status removal of Executive’s responsibilities Executive from those in effect upon the date hereofany of his then officer positions; (biii) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary as in effect on the date hereof; (c) The failure by the Company, without Executive’s consent, to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives a relocation of the Company’s executive office in Connecticut to a location more than thirty-five (35) miles from its current location or more than thirty-five (35) miles further from Executive’s residence at the time of relocation; (div) The a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to provide participate (the “Bonus Plans”), provided that any such Bonus Plans may be modified at the Company’s discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“Substitute Plans”), or arrangements (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus as Executive participated in prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any provision of this Agreement, including, without limitation, income tax servicesSection 13 hereof; or (vi) failure of any successor to the Company (whether direct or indirect and whether by merger, car allowancesacquisition, and other fringe benefitsconsolidation or otherwise) at least as favorable to those enjoyed by assume in a writing delivered to Executive upon the start of employment hereunderassignee becoming such, the taking obligations of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) days.

Termination for Good Reason. The Executive's For purposes of this Agreement, termination shall be for Good Reason (as defined below) if shall mean a termination by the Executive provides effected by a written notice to given within sixty (60) days after the Company occurrence of the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and the Company fails to cure the Good Reason within that periodevent. For purposes of this Agreement, "Good Reason" shall mean, without mean the Executive’s express written consent, occurrence or failure to cause the occurrence of any of the following circumstancesevents without the Executive's express written consent: (aA) The any material diminution in the Executive's duties and responsibilities, authority, or title, except in each case in connection with the termination of the Executive's employment for Cause or as a result of the Executive's death, or temporarily as a result of the Executive's illness or other absence, or, if after a Change in Control, the assignment to the Executive of any duties and responsibilities materially inconsistent with the position held by the Executive immediately prior to the Change in Control; (B) a reduction in the Executive’s status as 's annual base salary; (C) a relocation of: (i) the Executive's principal business location to an executive officer area outside a fifty (50) mile radius of the Company Executive's current principal business location, or (ii) the Executive's principal business location to a substantial adverse alteration in location which is more than 70 miles from the nature or status of Executive’s responsibilities from those in effect upon the date hereof's principal residence; (bD) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary as in effect on the date hereof; (c) The failure by the Company, without Executive’s consent, to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives of the Company; (d) The failure by the Company to continue in effect any health and welfare plan, employee benefit plan, pension plan, fringe benefit plan or compensation plan in which the Executive (and eligible dependents) are participating immediately prior to provide such Change in Control, unless the Executive (and eligible dependents) are permitted to participate in other plans providing the Executive (and eligible dependents) with substantially comparable benefits at no greater after-tax cost to the Executive (and eligible dependents), or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly adversely affect the Executive's (and eligible dependents) participation in or indirectly materially reduce Executive's (and eligible dependents) benefits under any of such benefits or deprive Executive plan; (E) a material breach by the Company of any material fringe benefit enjoyed by other agreement with the Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within without proper justification that remains uncured for ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving after written notice within an additional fourteen of such breach is given to the Company; or (14F) daysfailure of any successor (as defined in Section 10 herein) to assume in writing the obligations hereunder.

Termination for Good Reason. The Executive's termination shall employment may be terminated by Executive for Good Reason (as defined below) if the Executive provides written notice to the Company of the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and the Company fails to cure the Good Reason within that periodReason. For purposes of this Agreement, "Good Reason" shall mean, without the Executive’s express written consent, ----------- means the occurrence during the Employment Period of any of the following circumstances: events: (ai) The the assignment to Executive Executive, without his written consent, of any duties inconsistent in any material respect with Executive’s status as 's position, authority, duties or responsibilities on the Effective Date or any other action by Company that results in a diminution in any material respect in such position, authority, duties or responsibilities, excluding for this purpose an executive officer isolated and inadvertent action not taken in bad faith that is remedied by Company promptly after receipt of the Company or notice thereof given by Executive; (ii) a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; (b) A reduction by the Company by more than twenty percent (20%) in Executive’s 's annual Base Salary as at the rate in effect on the date hereof; Effective Date or as the same may be increased from time to time; (ciii) The the failure by Company (A) to continue in effect any compensation plan in which Executive participates during the CompanyEmployment Period that is material to Executive's total compensation, without unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or (B) to continue Executive’s consent's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, to pay to Executive any portion both in terms of the amount of benefits provided and the level of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant 's participation relative to an across-the-board compensation deferral similarly affecting all executives of Peer Executives; (iv) the Company; (d) The failure by the Company to continue to provide Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable substantially similar to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce under any of such benefits Company's pension, life insurance, medical, health and accident, disability or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events other welfare plans in which Executive believes constitutes "Good Reason," was participating during the Employment Period; (v) the failure by Company to pay to Executive must notify any deferred compensation when due under any deferred compensation plan or agreement applicable to Executive; or (vi) the failure by Company to honor all the terms and provisions of this Agreement, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in writing within ten (10) days bad faith and give the which is remedied by Company ten (10) days to cure or correct the alleged action or failure. After the expiration promptly after receipt of twenty (20) days, Executive may quit for "Good Reason" notice thereof given by giving written notice within an additional fourteen (14) daysExecutive.

Termination for Good Reason. The Executive's termination shall be At any time during the term of this Agreement, the Executive may terminate this Agreement for Good Reason (as defined below) if by giving the Executive provides Board of Directors of the Company thirty (30) calendar days written notice of intent to terminate, which notice sets forth in reasonable detail the Company facts and circumstances claimed to provide a basis for such termination. Upon the expiration of the thirty (30) day notice period, the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason termination shall become effective, and the Company fails shall pay and provide to cure the Executive the benefits set forth in this Section 6.7 (or, in the event of termination for Good Reason within that periodthe six (6) full calendar month period prior to the effective date of a Change in Control, or within twenty-four (24) calendar months following the effective date of a Change in Control, the benefits set forth in Section 7.1 herein). For purposes of this Agreement, "Good Reason" Reason shall mean, without the Executive’s 's express written consent, the occurrence of any one or more of the following circumstances: following: (a) The assignment of the Executive to Executive of any duties materially inconsistent with the Executive’s 's authorities, duties, responsibilities, and status (including offices, titles, and reporting requirements) as an executive officer of the Company Company, or a substantial adverse reduction or alteration in the nature or status of the Executive’s 's authorities, duties, or responsibilities from those in effect upon during the date hereof; immediately preceding fiscal year; (b) A reduction by Without the Company by more Executive's consent, the Company's requiring the Executive to be based at a location which is at least fifty (50) miles further from the Executive's current primary residence than twenty percent (20%) in Executive’s Base Salary as in effect is such residence from the Company's current headquarters, except for required travel on the date hereof; Company's business to an extent substantially consistent with the Executive's business obligations as of the Effective Date; (c) The failure by A material reduction in the Company, without Executive’s consent, to pay to Executive any portion 's level of Executive’s compensation due hereunder more than twice participation in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives of the Company; (d) The failure by the Company to continue to provide Executive with benefits 's short- and/or long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices, or arrangements (includingin which the Executive participates as of the Effective Date; provided, without limitationhowever, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon that reductions in the start levels of employment hereunder, the taking of participation in any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment plans shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days be deemed to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for be "Good Reason" by giving written notice within an additional fourteen (14) days.if the Executive's reduced level of participation in each such program remains substantially consistent with the average level of participation of other executives who have positions commensurate with the Executive's position; or

Termination for Good Reason. The Executive's termination shall be A Termination for Good Reason (as defined below) if the means a termination by Executive provides by written notice to given within ninety (90) days after the Company occurrence of the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and the Company fails to cure the Good Reason within that periodevent. For purposes of this Agreement, "Good Reason" shall meanmean the occurrence or failure to cause the occurrenCe, as the case may be, without the Executive’s 's express written consent, the occurrence of any of the following circumstances: , unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (aas defined in Section 7(d) The hereof): (i) Any material diminution of Executive's positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive's employment for Cause or Disability or as a result of Executive's death, or temporarily as a result of Executive's illness or other absence), or, after a Change in Ownership, the assignment to Executive of any duties or responsibilities that are inconsistent with Executive’s status 's position as an executive Senior Vice President, General Counsel and Secretary; (ii) Removal of, or the nonreelection of, the Executive from the officer of positions with the Company specified herein without election to a materially comparable or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereofhigher position; (biii) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary as in effect on the date hereof; (c) The failure by the Company, without Executive’s consent, to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives relocation of the Company's principal United States executive offices to a location more than both thirty-five (35) miles from Iselin, New Jersey and thirty-five (35) miles from his residence at the time of the relocation, or a relocation of the Executive to a location more than thirty-five (35) miles from the Company's principal United States executive offices; (div) The After a Change in Ownership a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to provide participate immediately prior to the Change in Ownership (the "Bonus Plans"), provided that any such Bonus Plans may be modified at the Company's discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor ("Substitute Plans"), or arrangements (including, without limitation, income tax services, car allowances, B) to continue Executive as a participant in the Bonus Plans and other fringe benefits) Substitute Plans on at least the same basis as favorable to those enjoyed potential amount of the bonus and substantially the same level of criteria for achievability thereof as Executive participated in immediately prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) Any material breach by the Company of any provision of this Agreement, including without limitation Section 11 hereof, or any material breach by PLC of Section 4(e) or, at or prior to the Spinoff, Section 11 hereof; (vi) If on the Board at the time of a Change in Control, Executive's removal from or failure to be reelected to the Board thereafter; or (vii) Except in the event of the assignment as contemplated by Section 1(b), failure of any successor to assume in a writing delivered to Executive upon the start of employment hereunderassignee becoming such, the taking obligations of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) days.

Termination for Good Reason. The Executive's termination shall be Executive may terminate her employment hereunder for Good Reason (as defined below) if the Executive provides upon written notice thereof to the Company of the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and the Company fails to cure the Good Reason within that periodCompany. For purposes of this Agreement, "“Good Reason" ” shall mean, mean the occurrence or failure to cause the occurrence (as applicable) of any of the following events without the Executive’s express prior written consent, the occurrence of any of the following circumstances: (a) The assignment to Executive any material demotion of the Executive, any duties material reduction in the Executive’s authority or responsibility or any other material change in the terms of the Executive’s employment which is inconsistent with Executive’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date Section 3 hereof; (b) A reduction by the failure of any successor or assign of the Company (whether direct or indirect, by more than twenty percent (20%purchase, merger, consolidation or otherwise) to assume specifically the obligations of the Company hereunder in Executive’s Base Salary as in effect on the date hereofaccordance with Section 17 of this Agreement; (c) The failure any breach by the Company, without company of any material provision of this Agreement that is not cured by the Company within 30 days after written notice thereof from the Executive’s consent, to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives of the Company; or (d) The if a Change of Control has occurred, either (i) assuming that the Company’s finances permit cash bonuses to be paid to any executive, the failure to provide the Executive with a cash bonus for each fiscal year of the Company ending during the Employment Term and after the Change of Control at least equal to the highest bonus earned by, or awarded to, the Executive in respect of any fiscal year of the Company ending prior to the Change of Control or, if higher, the fiscal year in which such Change of Control occurs, or (ii) the failure by the Company to continue in effect any Benefit Plan in which the Executive or any of her dependents is participating immediately prior to provide such Change of Control or plans or arrangements that in the aggregate provided the Executive with benefits substantially similar benefits, or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which that would directly adversely affect the Executive’s or indirectly materially her dependent’s participation in, or reduce the Executive’s or her dependent’s benefits under, any of such benefits Benefit Plans or deprive arrangements or the replacements thereof, providing that the foregoing shall not limit the Company’s right to make changes in such plans to comply with applicable laws or otherwise, provided that the Company shall otherwise compensate the Executive of any material fringe benefit enjoyed by loss (including but not limited to tax benefits) to the Executive upon the start as a result of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) dayssuch changes.

Termination for Good Reason. The Executive's termination shall be Executive may voluntarily terminate his employment for Good Reason at any time upon three (as defined below3) if the Executive provides months prior written notice to the Company of the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and the Company fails to cure the Good Reason within that periodCompany. For purposes of this Agreement, "“Good Reason" ” shall meanexist if the Company (i) effects a material adverse change to the employment responsibilities or authority of the Executive, without (ii) effects a reduction in the base salary of the Executive, (iii) effects a material reduction in the Executive’s express written consentannual performance bonus potential under Section 3(d) hereof together with a material decrease in the Executive’s total compensation potential, (iv) relocates the occurrence Executive’s place of any employment to a location that is more than thirty-five (35) miles from the location of the following circumstances: (a) The assignment to Executive of any duties inconsistent with ExecutiveCompany’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; (b) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary as in effect headquarters on the date hereof; of this Agreement, or (cv) materially breaches this Agreement. A termination for Good Reason shall not include death or Disability. In the event of a termination for Good Reason by the Executive pursuant to this Section 6(c)(ii), (A) the Company shall pay the Executive an amount equal to one year’s annual base salary of the Executive at the time of such termination, plus an additional One Hundred Thousand Dollars ($100,000.00), and (B) all options granted to the Executive pursuant to Section 3(c) hereof shall fully vest and become exercisable immediately (so that 100% of all option granted pursuant to Section 3(c) shall be fully vested) and such options shall expire within 90 days of such termination for Good Reason, and (C) for the one year period beginning on the termination date and ending on the one-year anniversary of the termination date, the Company shall pay directly to the COBRA administrator all premiums for medical, dental, and vision benefits (other than the portion of the medical, dental and vision benefits premium for which Executive paid immediately prior to the termination date). The failure by Executive shall not be entitled to any further compensation or benefits from the Company, without Executive’s consent, except for such compensation or benefits which have been earned prior to pay to Executive any portion the date of Executive’s compensation due hereunder more than twice in any 12 month period except termination pursuant to an across-the-board compensation deferral similarly affecting all executives the express terms of this Agreement or the Company; (d) The failure by the Company to continue to provide Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) daysOption Agreement.

Termination for Good Reason. The Executive's termination shall be Executive may terminate his employment for “Good Reason (as defined below) if Reason” after giving the Executive provides Company detailed written notice to the Company of the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and thereof, if the Company fails to cure the Good Reason within that period. For purposes of this Agreement, "event or circumstance constituting “Good Reason" shall mean” within fifteen (15) days after receiving such notice. “Good Reason” means that, without the Executive’s express written consent, the occurrence of any one or more of the following circumstancesfollowing: (1) the Company requires Executive to relocate his principal place of employment for the Company more than twenty-five (25) miles from the Company’s principal office location as of the Effective Date, unless closer to Executive’s residence; (2) the Company materially diminishes Executive’s duties or responsibilities in a manner which is inconsistent with the provisions of this Agreement or with his status as Retail Financial Leader; or (3) the Company breaches any material term of this Agreement. In the event Executive terminates his employment for Good Reason, the Company shall have no further obligations to Executive under this Agreement other than (a) The assignment to Executive the timely payment of any duties inconsistent with Executive’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; Accrued Obligations, and (b) A reduction by the Company by more than twenty percent (20%) provided Executive executes a Separation and General Release Agreement in Executive’s Base Salary as in effect on the date hereof; (c) The failure by a form satisfactory to the Company, without Executive(i) payment of the Severance Pay (as defined in (b) above); (ii) any earned but unpaid annual bonus related to the Company’s consent, to pay to Executive performance for any period preceding the current fiscal quarter; (iii) a prorated portion of Executive’s compensation due hereunder more than twice annual bonus for the fiscal quarter in any 12 month period except pursuant which his employment terminates to an across-the-board compensation deferral similarly affecting the extent the annual bonus is payable to all executives employees for such time period; (iv) if not otherwise paid, a prorated portion of Executive’s stay bonus prorated to the effective date of termination; and (v) the COBRA Benefit. Such Severance Pay, if any, shall be paid in twelve substantially equal monthly installments (without interest, with each installment equal to approximately 1/12th of the aggregate Severance Pay amount) beginning thirty days after Executive’s Separation Date. The Company; ’s obligation to provide such Severance Pay, bonus pay, and COBRA Benefit (d) The failure by the Company to or continue to provide such benefits, as the case may be) is subject to the condition precedent that Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of not breach any material fringe benefit enjoyed by term of this Agreement. Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, be entitled to any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) dayscompensation.

Termination for Good Reason. The Executive's termination shall be Definition. Executive may terminate this Agreement for Good Reason Reason, after providing fifteen (as defined below15) if the Executive provides days written notice to the Company of Company, which identifies the Good Reason within ten (10) days of the event constituting Good Reason and provides the for Executive’s termination. The Company with a period of ten (10) days shall have an opportunity to cure the circumstances constituting Good Reason and Reason. In the event that the Company fails to cure the Good Reason and Executive terminates his employment for Good Reason, Executive shall receive, within that periodtwenty (20) business days of the termination date, (a) all Accrued Compensation as defined in Section 5A, and (b) Additional Severance Compensation as defined in Section 5H, subject to the proviso in Section 7 of this Agreement. For the purposes of this Agreement, "“Good Reason" shall mean” means: ● A Change of Control that results, without within 12 months following the Executive’s express written consentChange of Control, the occurrence of any of the following circumstances: (a) The assignment to Executive of any duties inconsistent with Executive’s status as an executive officer of the Company or in a substantial adverse alteration in the nature or status diminution of Executive’s duties and responsibilities or reduction of compensation or benefits; or ● Executive’s non-voluntary removal from those his position as CFO, other than as provided in effect upon Section 5B for Cause, or by Executive’s death or disability (as defined in Sections 5D and 5E, below) during the date hereofterm of this Agreement; (b) or ● A reduction requirement by the Company that Executive cannot work remotely, or must move to a different geographic location as a condition of continued employment in his current position; or ● The relocation by more than twenty percent (20%) in the Company of Executive’s Base Salary as in effect on primary workplace without the date hereof; (c) The failure Company providing adequate provisions for remote work, and/or without compensating or reimbursing the Executive for reasonable additional travel expense or reasonable remote work equipment necessitated by the Company, without Executive’s consent, to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives of the Companyrelocation; (d) The failure or ● Failure by the Company to continue make any payment to provide Executive with benefits required to be made under the terms of this Agreement, if the breach is not cured within thirty (15) days after Executive provides written notice to the Company that provides in reasonable detail the nature of the payment; or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action ● Failure by the Company which to manage the Executive and his responsibilities in a manner consistent with what would be considered to be good faith or in such a manner that it would diminish or materially impact his ability to perform his role as CFO. Examples of failure to operate in good faith include but are not limited to: intentionally attempting to persuade or induce, directly or indirectly materially reduce any of such benefits indirectly, the Executive to voluntarily terminate this agreement; providing false or deprive misleading information (or knowingly failing to provide useful or relevant information) to the Executive of any material fringe benefit enjoyed by Executive upon with the start of employment hereunder. intent to negatively affect the Executive’s continued employment shall performance or apparent judgment; or knowingly failing to provide the Executive with reasonable and customary support for the execution of his responsibilities, resulting in negatively affecting the Executive’s performance and or compensation. Examples of diminishing or materially impacting his ability to perform his role include but are not constitute consent limited to: formal or informal demotion as the CFO or effective demotion disabling Executive to fullfil his duties; re-assignment to a subsidiary; or insufficient resources (funding, or a waiver of rights with respect topeople, any circumstance constituting Good Reason hereunder. Upon occurrence of any of process, systems, etc.) to carry out the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days assigned responsibilities and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) daysduties.

Termination for Good Reason. The Executive's termination (i) Executive shall be for have the right to terminate his employment under this Agreement upon the occurrence of any event that constitutes Good Reason by giving written notice to the Company. "Good Reason" means any of the following: (A) a "Diminution in Duty" (as defined below), (B) a "Designated Relocation" (as defined below) if or (C) any "Other Good Reason Event" (as defined below); PROVIDED, HOWEVER, that Good Reason shall not be deemed to have occurred prior to the giving of written notice by the Executive provides written notice to the Company of generally describing both the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the alleged Good Reason and the Company fails actions the Executive believes are necessary to cure the Good Reason within that period. For purposes of this Agreement, "such alleged Good Reason" shall mean, without and the Executive’s express written consent, Company's failure to so cure within 15 days of receipt of such notice. The giving of such notice and the occurrence of any of the following circumstances: (a) The assignment action or failure to Executive of any duties inconsistent with Executive’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; (b) A reduction take action by the Company by more shall be irrelevant in determining whether a Good Reason has in fact occurred. Upon a termination for Good Reason, except as provided in Section 15, this Agreement shall terminate and the Executive shall not be entitled to receive any compensation or other benefits other than twenty percent the Company shall (20%i) in Executive’s Base Salary as in effect on the date hereof; (c) The failure by the Companythrough June 30, without Executive’s consent, 2001 continue to pay to Executive any portion the Base Salary in effect immediately prior to the date of termination, such payments to be made in installments at the times such amounts would have been paid if the Agreement had not been so terminated, (ii) pay to the Executive’s compensation , when otherwise due hereunder more than twice in any 12 month period except pursuant accordance with Section 4, the Bonus, if any, earned for the fiscal year in which such termination occurs, without regard to an across-the-board compensation deferral similarly affecting all executives whether Executive is employed on the last day of such fiscal year and (iii) through June 30, 2001 continue Executive's benefits and other items referred to in Section 5 or, to the Company; (d) The failure by extent the Company to continue is legally unable to provide Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive other items as a result of Executive of any material fringe benefit enjoyed by no longer being an employee, reimburse Executive upon for his cost (not to exceed the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify actual cost to the Company in writing within ten (10if he were still an employee) days of obtaining the equivalent coverage and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) daysbenefits.

Termination for Good Reason. The Executive's termination shall be At any time during the term of this Agreement, the Executive may terminate this Agreement for Good Reason (as defined below) if by giving the Executive provides Company forty-five (45) days written notice, which notice sets forth in detail the facts and circumstances claimed to provide a basis for such termination. However, the Company shall, at its option, have thirty (30) days from receipt of such written notice to cure any event or circumstance that could constitute Good Reason. If the Company chooses not to cure, the Effective Date of Termination for Good Reason shall occur upon the expiration of the Good Reason within ten forty-five (1045) days of prior notice period that is specified by the event constituting Good Reason and provides Executive in the Company with a period of ten (10) days to cure the Good Reason written notice, and the Company fails shall pay and provide to cure the Good Reason within that periodExecutive the benefits set forth in this Article 7.6. For purposes of this Agreement, "Good Reason" Reason shall mean, without the Executive’s express written consent, the occurrence of any one (1) or more of the following circumstances: following: (a) The assignment Failing to Executive of any duties inconsistent with maintain the Executive’s status as an executive officer participation in the Company’s annual bonus and long-term incentive plan in a manner that is consistent with other similarly situated Executive employees of the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; Company; (b) A reduction Failing to maintain the Executive’s benefits under, or relative level of participation in, the Company’s employee benefit or retirement plans, perquisites, policies, practices, or arrangements in which the Executive participates as of the Effective Date of this Agreement at a level consistent with other similarly situated Executive employees of the Company; (c) Reducing the Executive’s Base Salary; (d) Terminating the Executive’s employment otherwise than as expressly permitted by this Agreement; or (e) Failing to comply with and satisfy Article 10.1 by requiring any successor to the Company to assume and agree to perform the Company’s obligations hereunder. Upon the Effective Date of Termination, the Executive shall be entitled to receive the same payments and benefits as he is entitled to receive following an involuntary termination of his employment by the Company by more than twenty percent without Cause, as specified in Article 7.4 herein. Said payment shall commence within forty-five (20%45) in calendar days following the Effective Date of Termination. The Executive’s Base Salary as in effect on the date hereof; (c) The failure right to terminate employment for Good Reason shall not be affected by the Company, without Executive’s consent, incapacity due to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives of the Company; (d) The failure by the Company to continue to provide Executive with benefits physical or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) daysmental illness.

Termination for Good Reason. The Executive's termination shall be for Good Reason (as defined below) if the Executive provides written notice to the Company of the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and the Company fails to cure the Good Reason within that period. For purposes of this Agreement, "Good Reason" shall mean, without the Executive’s 's express written consent, the occurrence of any of the following circumstances: (a) The assignment to Executive of any duties inconsistent with Executive’s 's status as an executive officer of the Company or a substantial adverse alteration in the nature or status of Executive’s 's responsibilities from those in effect upon the date hereof; (b) A reduction by the Company by more than twenty percent (20%) in Executive’s 's Base Salary as in effect on the date hereof; (c) The failure by the Company, without Executive’s 's consent, to pay to Executive any portion of Executive’s 's compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives of the Company; (d) The failure by the Company to continue to provide Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s 's continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) days.

Termination for Good Reason. The Executive's termination shall be Executive may terminate his employment for “Good Reason (as defined below) if Reason” after giving the Executive provides Company detailed written notice to the Company of the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and thereof, if the Company fails to cure the Good Reason within that period. For purposes of this Agreement, "event or circumstance constituting “Good Reason" shall mean” within fifteen (15) days after receiving such notice. “Good Reason” means that, without the Executive’s express written consent, the occurrence of any one or more of the following circumstancesfollowing: (1) the Company requires Executive to relocate his principal place of employment for the Company more than twenty-five (25) miles from the Company’s principal office location as of the Effective Date, unless closer to Executive’s residence; (2) the Company materially diminishes Executive’s duties or responsibilities in a manner which is inconsistent with the provisions of this Agreement or with his status as Organizational Development Leader; or (3) the Company breaches any material term of this Agreement. In the event Executive terminates his employment for Good Reason, the Company shall have no further obligations to Executive under this Agreement other than (a) The assignment to Executive the timely payment of any duties inconsistent with Executive’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; Accrued Obligations, and (b) A reduction by the Company by more than twenty percent (20%) provided Executive executes a Separation and General Release Agreement in Executive’s Base Salary as in effect on the date hereof; (c) The failure by a form satisfactory to the Company, without Executive(i) payment of the Severance Pay (as defined in (b) above); (ii) any earned but unpaid bonus related to the Company’s consent, to pay to Executive performance for any period preceding the current fiscal quarter; (iii) a prorated portion of Executive’s compensation due hereunder more than twice bonus for the fiscal quarter in any 12 month period except pursuant which his employment terminates to an across-the-board compensation deferral similarly affecting the extent the bonus is payable to all executives employees for such time period; and (iv) the COBRA Benefit. Such Severance Pay, if any, shall be paid in twelve substantially equal monthly installments (without interest, with each installment equal to approximately 1/12th of the aggregate Severance Pay amount) beginning thirty days after Executive’s Separation Date. The Company; ’s obligation to provide such Severance Pay, bonus pay, and COBRA Benefit (d) The failure by the Company to or continue to provide such benefits, as the case may be) is subject to the condition precedent that Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of not breach any material fringe benefit enjoyed by term of this Agreement. Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, be entitled to any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) dayscompensation.

Termination for Good Reason. The Executive's termination shall be After he has been appointed to his position and has begun working for the Company, Executive may terminate employment for Good Reason (as defined below) if the in this section). If Executive provides written notice terminates employment for Good Reason Executive shall be entitled to the Company all of the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days payments described in Section 5.06 pertaining to cure the Good Reason and the Company fails to cure the Good Reason within that periodan Involuntary Termination Without Cause. For purposes of this Agreement, "“Good Reason" shall mean, ” means without the Executive’s express prior written consent, the occurrence of any one or more of the following circumstances: (a) The assignment events during the term of this Agreement and which is not corrected to Executive of any duties inconsistent with the Executive’s reasonable satisfaction within 60 days after he gives notice to the Chief Executive Officer of the circumstance that he believes does or may constitute Good Reason: [1] A material reduction in the Executive’s duties, responsibilities or status with respect to the Company, as an executive officer compared to those in effect when he begins working for the Company (but will not include any changes resulting directly from implementation of a plan that restructures the business organization of the Company and its affiliates, including, without limitation, by way of disaffiliation or liquidation of a subsidiary or division), it being understood that the mere occurrence of a sale of the Company or of a substantial adverse alteration in controlling interest therein to a third Initials Date 11 party shall not constitute such a material reduction as a result of the nature Company ceasing to be publicly traded or status because the Company becomes a subsidiary of another entity; [2] Deprivation of the Executive of the titles of Executive Vice President and Chief Operating Officer of the Company without a simultaneous grant of a more senior title; [3] The permanent assignment to the Executive of job duties materially inconsistent with those contemplated by this Agreement; [4] The failure of the Company to maintain the Executive’s responsibilities from those in effect upon relative level of coverage under the date hereof; (b) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary employee benefit or retirement plans, policies, practices or arrangements as in effect on the effective date hereof; (c) The failure by of this Agreement, both in terms of the Company, without amount of benefits provided and the relative level of the Executive’s consentparticipation. However, Good Reason will not arise under this subsection if the Company eliminates and/or modifies any of these programs if required by law to do so, to pay the extent needed to Executive preserve the tax-character of the plan, policy, practice or arrangement, or if such elimination and/or modification applies uniformly to other Company employees similarly situated to the Executive; [5] Any material breach of this Agreement including failure to make any portion of Executive’s compensation payment or grant provided under this Agreement when due hereunder more than twice by or on or in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives behalf of the Company; (d) The failure by the Company to continue to provide Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) days.

Termination for Good Reason. The Executive's ’s termination shall be for “Good Reason” if Executive resigns within 12 months of an event constituting Good Reason. Notwithstanding the foregoing, an event shall not be considered Good Reason (as defined below) if unless the Executive provides written notice to the Company of the Good Reason within ten sixty (1060) days of the date that Executive learns of the event constituting Good Reason and provides the Company with a period of ten thirty (1030) days to cure the event constituting Good Reason and the Company fails to cure the Good Reason within that period. For purposes of this Agreement, "“Good Reason" ” shall mean, without the Executive’s express written consent, the occurrence of mean any of the following circumstancesevents if the event is effected by the Company without the written consent of Executive and a “separation from service” (within the meaning of Section 409A of the Code) occurs: (aA) The assignment a change in Executive’s position with the Company which materially reduces Executive’s level of responsibility; (B) a material reduction in Executive’s base salary; or (C) a material breach of this Agreement by the Company. In such event Executive may separate from service for Good Reason, in which case (1) Executive will receive a lump sum payment of the Severance and (2) all options, restricted stock and restricted stock units granted to Executive will vest by an additional 6 months calculated as of any duties inconsistent with the effective date of Executive’s status separation from service (except that the options with respect to 1,500,000 shares granted on December 18, 2007 shall vest by an additional 12 months); and (3) the Company shall pay to Executive all Accrued Obligations earned or incurred through the date of separation from service, provided, however, that no payments shall be made until the Mutual Release Agreement has become effective, the Executive has returned all Company property in his possession in accordance with Section VI.A below, and (to the extent applicable) the Executive has resigned as an executive officer a member of the Boards of Directors of the Company or a substantial adverse alteration in and all of its subsidiaries, no later than the nature or status of Executive’s responsibilities from those in effect upon deadline for returning the date hereof; (b) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary as in effect on the date hereof; (c) Mutual Release Agreement. The failure by the Company, without Executive’s consent, to pay Severance shall be paid to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives of the Company; (d) The failure by the Company to continue to provide Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) business days after Executive executes and give delivers to the Company ten the Mutual Release Agreement, provided that the Mutual Release Agreement has become effective. Thereafter all obligations of the Company or its successor and the Executive under this Agreement shall cease. Except as set forth in this Section V.B, upon such separation of service, all unvested options, restricted stock and restricted stock unit awards granted to Executive shall immediately expire effective as of the date of such separation from service and (10ii) days to cure any options that are vested and unexercised as of the date of such separation shall expire upon the earlier of three (3) years after such separation from service or correct the alleged action or failure. After the expiration of twenty date set forth in the applicable stock option agreement and (20iii) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) dayssell all shares, including those acquired upon exercise of options and shares underlying restricted stock units, subject to the restrictions imposed in II.H above.

Termination for Good Reason. The Executive's termination shall be Executive may terminate his employment for “Good Reason (as defined below) if Reason” after giving the Executive provides Company detailed written notice to the Company of the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and thereof, if the Company fails to cure the Good Reason within that period. For purposes of this Agreement, "event or circumstance constituting “Good Reason" shall mean” within fifteen (15) days after receiving such notice. “Good Reason” means that, without the Executive’s express written consent, the occurrence of any one or more of the following circumstancesfollowing: (1) the Company requires Executive to relocate his principal place of employment for the Company more than twenty-five (25) miles from the Company’s principal office location as of the Effective Date, unless closer to Executive’s residence; (2) the Company materially diminishes Executive’s duties or responsibilities in a manner which is inconsistent with the provisions of this Agreement or with his status as Executive Vice President – Product & Marketing; or (3) the Company breaches any material term of this Agreement. In the event Executive terminates his employment for Good Reason, the Company shall have no further obligations to Executive under this Agreement other than (a) The assignment to Executive the timely payment of any duties inconsistent with Executive’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; Accrued Obligations, and (b) A reduction by the Company by more than twenty percent (20%) provided Executive executes a Separation and General Release Agreement in Executive’s Base Salary as in effect on the date hereof; (c) The failure by a form satisfactory to the Company, without Executive(i) payment of the Severance Pay (as defined in (b) above); (ii) any earned but unpaid bonus related to the Company’s consent, to pay to Executive performance for any period preceding the current fiscal quarter; (iii) a prorated portion of Executive’s compensation due hereunder more than twice bonus for the fiscal quarter in any 12 month period except pursuant which his employment terminates to an across-the-board compensation deferral similarly affecting the extent the bonus is payable to all executives employees for such time period; and (iv) the COBRA Benefit. Such Severance Pay, if any, shall be paid in twelve substantially equal monthly installments (without interest, with each installment equal to approximately 1/12th of the aggregate Severance Pay amount) beginning thirty days after Executive’s Separation Date. The Company; ’s obligation to provide such Severance Pay, bonus pay, and COBRA Benefit (d) The failure by the Company to or continue to provide such benefits, as the case may be) is subject to the condition precedent that Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of not breach any material fringe benefit enjoyed by term of this Agreement. Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, be entitled to any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) dayscompensation.

Termination for Good Reason. The Executive's termination shall be Employee may voluntarily resign his employment for Good Reason (as defined below) if the Executive provides written notice to the Company of the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and the Company fails to cure the Good Reason within that period. For purposes of this Agreement, "“Good Reason" shall mean, without the Executive’s express written consent, ” upon the occurrence of any of the following circumstances: following: (a) The assignment to Executive Employee of any duties inconsistent with Executivethat represent a Substantial Adverse Alteration in the status of his primary responsibilities, A “Substantial Adverse Alteration” of Employee’s status as an executive officer or responsibilities shall include, but not be limited to, (i) any change in Employee’s authority whereby Employee does not report directly to the then Chief Executive Officer, (ii) if any other employee or person is given authority by the Board whereby such person is senior to or otherwise entitled to exercise authority over Employee of there than Supervisor, or Employee reports to such person other than the then Chief Executive Officer, or (c) in the event the Company causes Employee to cease to be a Chief Operating Officer of the Company or a substantial adverse alteration in the nature or status of Executivewithout Employee’s responsibilities from those in effect upon the date hereof; consent. (b) A Any reduction by the Company by more in his annual Base Salary, other than twenty percent (20%) in Executive’s Base Salary as in effect on the date hereof; (c) The failure by the Company, without Executive’s consent, to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral reduction for similarly affecting all executives situated employees of the Company; Company or failure to award incentive compensation as contemplated in Section 3.2. (c) The required relocation to a place of business more than 50 miles away from Employee’s current place of business. (d) The failure Any material breach by the Company of this Agreement that is adverse to continue to provide Executive with benefits or arrangements (includingEmployee. Notwithstanding the foregoing, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment no event shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify unless and until Employee shall have notified the Company in writing within ten (10) days describing the event which constitutes Good Reason and give then only if the Company ten (10) days shall fail to cure or correct the alleged action or failure. After the expiration of such event with twenty (20) daysdays following its receipt of such written notice; provided, Executive may quit for "further, that “Good Reason" by giving ” shall cease to exist for an event on the 60th day following the later of its occurrence or Employee’s knowledge thereof, unless Employee has given the Company written notice within an additional fourteen (14) daysthereof prior to such date. Upon Employee’s termination of employment for Good Reason, Company will pay to Employee the amount of any unpaid Base Salary owed through the date of termination, and shall reimburse Employee for any unreimbursed expenses pursuant to Section 5 for expenses incurred in the performance of his duties hereunder prior to termination. In addition, Employee shall be entitled to the severance compensation and rights described in Section 6.5(a).

Termination for Good Reason. The Executive's Employee may terminate Employee’s employment for “Good Reason.” “Good Reason” for termination by Employee of Employee’s employment shall mean the occurrence (without Employee’s express written consent which specifically references this Agreement), of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (a) or (d) below, such act or failure to act is corrected within the 20-day cure period referred to below: (a) the assignment to Employee of any duties significantly inconsistent with Employee’s status as a senior officer of the Company; (b) a reduction by the Company in Employee’s annual base salary as in effect on the date hereof or as the same may be increased from time to time; [or (a) the Company shall have materially diminished the Employee’s duties, responsibility or authority without his consent; (b) the Employee’s title shall have been changed without his consent;] (c) the relocation of Employee’s principal place of employment to a location more than 25 miles from Employee’s principal place of employment as of the date hereof or the Company’s requiring Employee to be based anywhere other than such principal place of employment (or permitted relocation thereof); (d) the failure by the Company to pay to Employee any portion of Employee’s current compensation within seven (7) days of the date such compensation is due; To terminate for Good Reason (as defined below) if the Executive provides Reason, Employee must give written notice within 60 days of the occurrence of the event purportedly constituting Good Reason and, to the extent applicable, the Company shall have 20 days to cure such event. In any event, Employee must terminate employment within the later of 90 days of the Good Reason within ten (10) days occurrence of the event constituting Good Reason and provides the Company with a period of ten (10) or 30 days to cure the Good Reason and the Company fails to cure the Good Reason within that period. For purposes of this Agreement, "Good Reason" shall mean, without the Executive’s express written consent, the occurrence of any of the following circumstances: (a) The assignment to Executive of any duties inconsistent with Executive’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; (b) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary as in effect on the date hereof; (c) The failure by the Company, without Executive’s consent, to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives of the Company; (d) The failure by the Company to continue to provide Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After after the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) daysany applicable cure period.

Termination for Good Reason. The Executive's termination shall be At any time during the term of this Agreement, the Executive may terminate this Agreement for Good Reason (as defined below) if by giving the Executive provides Company forty-five (45) days written notice, which notice sets forth in detail the facts and circumstances claimed to provide a basis for such termination. However, the Company shall, at its option, have thirty (30) days from receipt of such written notice to cure any event or circumstance that could constitute Good Reason. If the Company chooses not to cure, the Effective Date of Termination for Good Reason shall occur upon the expiration of the Good Reason within ten forty-five (1045) days of prior notice period that is specified by the event constituting Good Reason and provides Executive in the Company with a period of ten (10) days to cure the Good Reason written notice, and the Company fails shall pay and provide to cure the Good Reason within that periodExecutive the benefits set forth in this Article 7.6. For purposes of this Agreement, "Good Reason" Reason shall mean, without the Executive’s express written consent, the occurrence of any one (1) or more of the following circumstances: following: (a) The assignment Failing to Executive of any duties inconsistent with maintain the Executive’s status as an executive officer participation in the Company’s annual bonus and long-term incentive plan in a manner determined by the Board of Directors of the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; Compensation Committee; (b) A reduction Failing to maintain the Executive’s benefits under, or relative level of participation in, the Company’s employee benefit or retirement plans, perquisites, policies, practices, or arrangements in which the Executive participates as of the Effective Date of this Agreement; (c) Reducing the Executive’s Base Salary; (d) Terminating the Executive’s employment otherwise than as expressly permitted by this Agreement; or (e) Failing to comply with and satisfy Article 10.1 by requiring any successor to the Company to assume and agree to perform the Company’s obligations hereunder. Upon the Effective Date of Termination, the Executive shall be entitled to receive the same payments and benefits as he is entitled to receive following an involuntary termination of his employment by the Company by more than twenty percent without Cause, as specified in Article 7.4 herein. Said payment shall commence within forty-five (20%45) in calendar days following the Effective Date of Termination. The Executive’s Base Salary as in effect on the date hereof; (c) The failure right to terminate employment for Good Reason shall not be affected by the Company, without Executive’s consent, incapacity due to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives of the Company; (d) The failure by the Company to continue to provide Executive with benefits physical or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) daysmental illness.

Termination for Good Reason. The Executive's A Termination for Good Reason means a termination shall be by Executive by written notice given within ninety (90) days after the occurrence of the Good Reason event, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined belowin Section 7(d) if the Executive provides written notice to the Company of the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and the Company fails to cure the Good Reason within that periodhereof). For purposes of this Agreement, "“Good Reason" ” shall meanmean the occurrence or failure to cause the occurrence, as the case may be, without the Executive’s express written consent, the occurrence of any of the following circumstances: (ai) The any material diminution of Executive’s positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s employment for Cause or Disability or as a result of Executive’s death, or temporarily as a result of Executive’s illness or other absence) or, the assignment to Executive of any duties or responsibilities that are inconsistent with Executive’s status as an executive then position; (ii) removal of, or the non-reelection of, Executive from officer of positions with the Company specified herein without election to a higher position or a substantial adverse alteration in the nature or status removal of Executive’s responsibilities Executive from those in effect upon the date hereofany of his then officer positions; (biii) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary as in effect on the date hereof; (c) The failure by the Company, without Executive’s consent, to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives a relocation of the Company’s executive office in Connecticut to a location more than thirty-five (35) miles from its current location or more than thirty-five (35) miles further from Executive’s residence at the time of relocation; (div) The a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to provide participate (the “Bonus Plans”), provided that any such Bonus Plans may be modified at the Company’s discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“Substitute Plans”), or arrangements (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus as Executive participated in prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any provision of this Agreement, including, without limitation, income tax servicesSection 12 hereof; or (vi) failure of any successor to the Company (whether direct or indirect and whether by merger, car allowancesacquisition, and other fringe benefitsconsolidation or otherwise) at least as favorable to those enjoyed by assume in a writing delivered to Executive upon the start of employment hereunderassignee becoming such, the taking obligations of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) days.

Termination for Good Reason. The Executive's termination shall be Executive may terminate his employment for “Good Reason (as defined below) if Reason” after giving the Executive provides Company detailed written notice to the Company of the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and thereof, if the Company fails to cure the Good Reason within that period. For purposes of this Agreement, "event or circumstance constituting “Good Reason" shall mean” within fifteen (15) days after receiving such notice. “Good Reason” means that, without the Executive’s express written consent, the occurrence of any one or more of the following circumstancesfollowing: (1) the Company requires Executive to relocate his principal place of employment for the Company more than twenty-five (25) miles from the Company’s principal office location as of the Effective Date, unless closer to Executive’s residence; (2) the Company materially diminishes Executive’s duties or responsibilities in a manner which is inconsistent with the provisions of this Agreement or with his status as Senior Vice President – Sales, Americas; or (3) the Company breaches any material term of this Agreement. In the event Executive terminates his employment for Good Reason, the Company shall have no further obligations to Executive under this Agreement other than (a) The assignment to Executive the timely payment of any duties inconsistent with Executive’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; Accrued Obligations, and (b) A reduction by the Company by more than twenty percent (20%) provided Executive executes a Separation and General Release Agreement in Executive’s Base Salary as in effect on the date hereof; (c) The failure by a form satisfactory to the Company, without Executive(i) payment of the Severance Pay (as defined in (b) above); (ii) any earned but unpaid bonus related to the Company’s consent, to pay to Executive performance for any period preceding the current fiscal quarter; (iii) a prorated portion of Executive’s compensation due hereunder more than twice bonus for the fiscal quarter in any 12 month period except pursuant which his employment terminates to an across-the-board compensation deferral similarly affecting the extent the bonus is payable to all executives employees for such time period; and (iv) the COBRA Benefit. Such Severance Pay, if any, shall be paid in twelve substantially equal monthly installments (without interest, with each installment equal to approximately 1/12th of the aggregate Severance Pay amount) beginning thirty days after Executive’s Separation Date. The Company; ’s obligation to provide such Severance Pay, bonus pay, and COBRA Benefit (d) The failure by the Company to or continue to provide such benefits, as the case may be) is subject to the condition precedent that Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of not breach any material fringe benefit enjoyed by term of this Agreement. Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, be entitled to any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) dayscompensation.

Termination for Good Reason. The Executive's termination shall be At any time during the term of this Agreement, the Executive may terminate this Agreement for Good Reason (as defined below) if by giving the Executive provides Company forty-five (45) days written notice, which notice sets forth in detail the facts and circumstances claimed to provide a basis for such termination. However, Company shall, at its option, have thirty (30) days from receipt of such written notice to cure any event or circumstance that could constitute Good Reason. If Company chooses not to cure, the Company Effective Date of Termination for Good Reason shall occur upon the expiration of the Good Reason within ten forty-five (1045) days of prior notice period that is specified by the event constituting Good Reason and provides Executive in the Company with a period of ten (10) days to cure the Good Reason written notice, and the Company fails shall pay and provide to cure the Good Reason within that periodExecutive the benefits set forth in this Article 7.6. For purposes of this Agreement, "Good Reason" Reason shall mean, without the Executive’s express written consent, the occurrence of any one (1) or more of the following circumstances: following: (a) The assignment Failing to Executive of any duties inconsistent with maintain the Executive’s status as an executive officer of the Company or a substantial adverse alteration participation in the nature or status of ExecutiveCompany’s responsibilities from those annual bonus and long-term incentive plan in effect upon the date hereof; (b) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary as in effect on the date hereof; (c) The failure by the Company, without Executive’s consent, to pay to a manner that is consistent with other similarly situated Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives employees of the Company; or (b) Failing to maintain the Executive’s benefits under, or relative level of participation in, the Company’s employee benefit or retirement plans, perquisites, policies, practices, or arrangements in which the Executive participates as of the Effective Date of this Agreement at a level consistent with other similarly situated Executive employees of the Company. (c) Reducing the Executive’s Base Salary; (d) The failure Terminating the Executive’s employment otherwise than as expressly permitted by this Agreement; or (e) Failing to comply with and satisfy Article 10.1 by requiring any successor to the Company to assume and agree to perform the Company’s obligations hereunder. Upon the Effective Date of Termination, the Executive shall be entitled to receive the same payments and benefits as he is entitled to receive following an involuntary termination of his employment by the Company without Cause, as specified in Article 7.4 herein. Said payment shall commence within forty-five (45) calendar days following the Effective Date of Termination. The Executive’s right to continue to provide Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of terminate employment hereunder, the taking of any action for Good Reason shall not be affected by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, incapacity due to physical or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) daysmental illness.

Termination for Good Reason. The Executive's termination shall be for Good Reason (as defined below) if the Executive provides written notice to the Company of the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and the Company fails to cure the Good Reason within that period. For purposes of this Agreement, "Good Reason" shall mean, without the Executive’s express written consent, the occurrence of If any of the following circumstances: events occurs within thirty (30) days before or during the twelve (12) months immediately following the effective date of a “Change in Control” (as hereinafter defined), Executive may resign from his employment for Good Reason by giving written notice of resignation within 60 days following such event (but in no case prior to such Change in Control): (a) The a material reduction in the scope of Executive’s assigned duties and responsibilities from those in effect immediately prior to a Change in Control or the assignment to Executive of any duties or responsibilities that are inconsistent with Executive’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status Company; provided that the insertion of an additional layer of management shall not constitute a material change in scope of Executive’s assigned duties and responsibilities from those or be inconsistent with Executive’s status in effect upon the date hereof; Company; (b) A a reduction by the Company by more than twenty percent (20%) in of Executive’s Base Salary as in effect on the date hereof; base salary; (c) The failure by the Company, without Executive’s consent, requirement that Executive be based anywhere other than the Company’s office at which he was based prior to pay the Change in Control if Executive is required to Executive any portion spend more than two days per week on a regular basis (other than normal business travel) at a business location not within 50 miles of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives primary business location as of the CompanyChange in Control; or (d) The the failure by the Company to continue to provide Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable substantially similar to those enjoyed specified in Section 7 of this Agreement unless the new owner of the Company or the Company deem it necessary to change such benefits in order to conform to applicable law. Any written notice of resignation for Good Reason shall describe in reasonable detail the circumstances believed to constitute Good Reason. Notwithstanding Executive’s provision of a notice of resignation for Good Reason, the Company shall have the right to remedy or cure for a period of 30 days following its receipt of such notice the circumstances described by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance as constituting Good Reason hereunderand Executive’s resignation shall become effective on the 31st day following notice to the Company if the Company fails to remedy or cure the circumstances constituting Good Reason within such 30-day period. Upon occurrence For purposes of any this Agreement, a “Change in Control” means the date on which the earliest of the foregoing following events which Executive believes constitutes "Good Reason," Executive must notify occur: (a) the acquisition by any entity, person or group of beneficial ownership, as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, of outstanding stock of the Company in writing within ten (10) days and give possessing a majority of the total combined voting power of all outstanding shares of stock of the Company ten (10“Voting Stock”); (b) days the merger or consolidation of the Company with one or more corporations as a result of which the holders of outstanding Voting Stock of the Company immediately prior to cure such a merger or correct consolidation hold less than a majority of the alleged action Voting Stock of the surviving or failure. After resulting corporation; or (c) the expiration transfer of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within substantially all of the property of the Company other than to an additional fourteen (14) daysentity of which the Company owns at least 80% of the Voting Stock.

Termination for Good Reason. The “Resignation for Good Reason” means a Separation as a result of Executive's termination shall be ’s resignation after one of the following conditions has come into existence without Executive’s written consent (i) Executive’s fixed annual compensation (being Executive’s base salary and non-discretionary bonus, if any) is reduced 20% or more compared with Executive’s fixed annual compensation prior to such change, (ii) Executive’s duties or responsibilities are materially reduced when compared to Executive’s duties or responsibilities in effect immediately prior to such change; (iii) the relocation of Executive’s principal place of business to a location more than fifty (50) miles from such principal location, if such relocation increases Executive’s daily commuting distance, or (iv) Executive no longer reports directly to the Board of Directors (or in the event of a Change in Control of the Company, Executive ceases to report directly to the CEO (or Board of Directors) of the surviving entity in such transaction following the Change in Control). A Resignation for Good Reason (as defined below) if will not be deemed to have occurred unless Executive gives the Executive provides Company written notice of the condition giving rise to the Company of the attempted Resignation for Good Reason within ten (10) 90 days of after the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason condition comes into existence and the Company fails to cure remedy the condition within 30 days after receiving such written notice. “Involuntary Termination” means either (x) Executive’s Termination Without Cause or (y) Executive’s Resignation for Good Reason Reason. “Separation” means a “separation from service,” as defined in the regulations under Section 409A of the Code. “Termination Without Cause” means a Separation as a result of a termination of Executive’s employment by the Company without Cause, provided Executive is willing and able to continue performing services within that periodthe meaning of Treasury Regulation 1.409A-1(n)(1). For purposes the avoidance of this Agreementdoubt, "Good Reason" shall mean, without the Executive’s express written consent, the occurrence of and notwithstanding any of the following circumstances: (a) The assignment to foregoing, Executive of any duties inconsistent with Executive’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; (b) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary as in effect on the date hereof; (c) The failure by the Company, without Executive’s consent, to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives acknowledges and agrees that none of the Company; (d) The failure by the Company to continue to provide Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start ’s appointment of employment hereundera co-CEO in February 2019, the taking attendant division of any action by duties between Executive and the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent toco-CEO, or the Co-CEO’s becoming the sole CEO (and Executive no longer holding the position of CEO or having the duties or responsibilities attendant therewith) will constitute grounds for a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Resignation for Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) days.