Common use of Termination for Good Reason Clause in Contracts

Termination for Good Reason. Executive shall be entitled to terminate his employment for good reason. Any termination by Executive of his employment under the following circumstances shall be deemed to be for good reason and shall be deemed to be a breach of this Agreement by the Company: (i) Any material breach of this Agreement by the Company, including but not limited to any attempt by the Company to terminate the employment of Executive for any reason other than as set forth in Paragraph (b) of this paragraph or if, without his express written consent, Executive is assigned duties inconsistent with his positions, duties, responsibilities, or status with the Company and its subsidiaries in effect as of the date of this Agreement, or if his reporting responsibilities, title or offices as in effect immediately prior to the date of this Agreement are changed, or if Executive is removed from or not re-elected to any of such positions, except in connection with the termination of his employment pursuant to Paragraph (b) of this paragraph, or as a result of his death or substantial disability; (ii) If the Base Salary, in effect as of the date of this Agreement and as the same may be increased from time to time pursuant to this Agreement, is reduced, or if the Company fails to increase the Base Salary in accordance this Agreement; (iii) If the Company reduces in amount or scope, or fails to continue to provide to Executive or his beneficiaries any or all of the benefits described in this Agreement; (iv) If the Company's principal executive offices are moved to a location outside the United States, or if the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business of the Company to an extent substantially consistent with his business travel obligations in effect immediately prior to the date of this Agreement; or (v) If, without the prior written consent of Executive, at any time after the date hereof, any of the following occurs: (A) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 30% or more of either the then outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company having general voting power in electing the Board of Directors of the Company (the "Outstanding Company voting Securities"); or (B) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election, by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so elected.

Termination for Good Reason. The Executive shall be entitled to may terminate his employment for good reasonGood Reason after giving the Company detailed written notice thereof, if the Company shall have failed to cure the event or circumstance constituting Good Reason within 30 business days after receiving such notice. Any termination by “Good Reason” shall mean the occurrence of any of the following without the written consent of the Executive: (a) the assignment to the Executive of duties inconsistent with this Agreement or a diminution in his employment under titles or authority; (b) any failure by the following circumstances shall be deemed Company to be for good reason and shall be deemed comply with Section 3 hereof in any material way; (c) the requirement of the Executive to be relocate to a breach location that is more than 50 miles from the Executive’s work location on the effective date of this Agreement by the Company: (i0000 Xxxxxxxxxx Xxxxx, Xxxxx 000, XxXxxx, XX 22102), (d) Any any material breach of this Agreement by the Company, including but not limited to any attempt by the Company to terminate the employment or (e) a “Change of Executive for any reason other than as set forth in Paragraph (b) of this paragraph or if, without his express written consent, Executive is assigned duties inconsistent with his positions, duties, responsibilities, or status with the Company and its subsidiaries in effect as of the date Control”. For purposes of this Agreement, a “Change of Control” shall be deemed to have occurred if (i) a tender offer shall be made and consummated for the ownership of more than 50% of the outstanding voting securities of the Company, (ii) the Company shall be merged or if his reporting responsibilities, title consolidated with another corporation or offices as in effect immediately prior to the date of this Agreement are changed, or if Executive is removed from or not re-elected to any of such positions, except in connection with the termination of his employment pursuant to Paragraph (b) of this paragraph, or entity and as a result of his death such merger or substantial disability; (ii) If the Base Salary, in effect as consolidation less than 50% of the date outstanding voting securities of this Agreement and the surviving or resulting corporation or entity shall be owned in the aggregate by former shareholders of the Company, as the same may be increased from time shall have existing immediately prior to time pursuant to this Agreementsuch merger or consolidation, is reduced, or if the Company fails to increase the Base Salary in accordance this Agreement; (iii) If the Company reduces in amount or scopeshall sell, lease, or fails to continue to provide to Executive otherwise dispose of, all or his beneficiaries any or substantially all of the benefits described in this Agreement; its assets to another corporation or entity which is not a wholly-owned subsidiary, or (iv) If the Company's principal executive offices are moved to a location outside the United Statesperson, or if the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business of the Company to an extent substantially consistent with his business travel obligations in effect immediately prior to the date of this Agreement; or (v) If, without the prior written consent of Executive, at any time after the date hereof, any of the following occurs: (A) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 3(a)(9) or Section 13(d)(3) or 14(d)(2(as in effect on the date hereof) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 301934 shall acquire more than 50% or more of either the then outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company having general voting power in electing the Board of Directors of the Company (the "Outstanding Company voting Securities"); or (B) Individuals whowhether directly, as of the date hereofindirectly, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election, by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Companybeneficially, or of the sale record). The Executive’s right to terminate his employment hereunder for Good Reason shall not be affected by his incapacity due to physical or other disposition of all or substantially all of the assets of the Companymental illness. The Executive’s continued employment shall not constitute consent to, or a waiver of a reorganization, merger or consolidation rights with respect to, any act or failure to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so electedact constituting Good Reason.

Termination for Good Reason. The Executive shall be entitled to may terminate his employment with the Employer for good reasonGood Reason by delivery of written notice to the Employer within the sixty (60) day period commencing upon the occurrence of Good Reason including the basis for such Good Reason (with such termination effective thirty (30) days after such written notice is delivered to the Employer and only in the event that the Employer fails or is unable to cure such Good Reason within such thirty (30) day period). Any In the event of a termination of the Executive's employment for Good Reason, the Executive will receive pay and benefits as if terminated by Executive of his employment the Employer without Cause under Section 10 c., below, and the following circumstances termination shall be deemed to be regarded as a termination without Cause for good reason purposes of the Option Plan and shall be deemed to be the PSU Plan. In this Agreement, "Good Reason" means a breach of this Agreement material adverse change by the Company: (i) Any material breach of this Agreement by the Company, including but not limited to any attempt by the Company to terminate the employment of Executive for any reason other than as set forth in Paragraph (b) of this paragraph Parent or ifan affiliate, without his express written the Executive's consent, to (1) the Executive's position, authority, duties and responsibilities as in effect immediately following the Commencement Date, (2) a relocation of the Executive's current place of employment by more than fifty miles, or (3) a material reduction in the Base Salary or in the potential short-term or long-term incentive bonus the Executive is assigned duties inconsistent with his positionseligible to earn, but does not include (a) any changes that are made to the Executive's title, duties, authorities, responsibilities, reporting structure, signing authority or status other terms and conditions of employment in connection with the Company and its subsidiaries Closing or related integration matters, so long as such changes are in effect as of the date accordance with Section 1.b. of this Agreement, or if his reporting responsibilities, title or offices as in effect immediately prior to the date of this Agreement are changed, or if Executive is removed from or not re-elected to any of such positions, except in connection with the termination of his employment pursuant to Paragraph (b) a change in the Executive's duties and/or responsibilities arising from a change in the scope or nature of this paragraphthe Parent's business operations, provided such change does not materially and adversely affect the Executive's position or authority, or as (c) any across the board change to compensation affecting similar executives in a result of his death or substantial disability; (ii) If the Base Salary, in effect as of the date of this Agreement and as the same may be increased from time to time pursuant to this Agreement, is reduced, or if the Company fails to increase the Base Salary in accordance this Agreement; (iii) If the Company reduces in amount or scope, or fails to continue to provide to Executive or his beneficiaries any or all of the benefits described in this Agreement; (iv) If the Company's principal executive offices are moved to a location outside the United States, or if the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business of the Company to an extent substantially consistent with his business travel obligations in effect immediately prior to the date of this Agreement; or (v) If, without the prior written consent of Executive, at any time after the date hereof, any of the following occurs: (A) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 30% or more of either the then outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company having general voting power in electing the Board of Directors of the Company (the "Outstanding Company voting Securities"); or (B) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election, by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so electedsimilar fashion.

Termination for Good Reason. The Executive shall be entitled to terminate his have a Good Reason for terminating employment for good reason. Any termination by Executive with the Company only if one or more of his employment under the following circumstances shall be deemed to be for good reason and shall be deemed to be occurs after a breach of this Agreement by the CompanyChange in Control: (ia) Any material breach a change in the Executive's status or position (including for this purpose a change in the principal place of this Agreement by the Executive's employment on a basis that does not conform with the Company's present policies for executive relocation, including but not limited excluding required travel on the Company's business to any attempt by an extent substantially consistent with the Executive's present business travel obligations) with the Company to terminate that, in the employment of Executive for any reason other than as set forth Executive's reasonable judgment, represents an adverse change from the Executive's status or position in Paragraph effect immediately before the Change in Control; (b) the assignment to the Executive of this paragraph any duties or ifresponsibilities that, without his express written consentin the Executive's reasonable judgment, Executive is assigned duties are inconsistent with his positions, duties, responsibilities, the Executive's status or status with the Company and its subsidiaries in effect as of the date of this Agreement, or if his reporting responsibilities, title or offices as position in effect immediately prior to before the date Change in Control; (c) layoff or involuntary termination of this Agreement are changed, or if Executive is removed from or not re-elected to any of such positionsthe Executive's employment, except in connection with the termination of his the Executive's employment pursuant to Paragraph (b) of this paragraph, for Cause or as a result of his the Executive's Disability, death or substantial disabilityretirement; (iid) If a reduction by the Base Salary, Company in the Executive's total compensation as in effect as at the time of the date of Change in Control (which shall be deemed, for this Agreement and purpose, to be equal to his base salary plus the most recent award that he has earned under the Company's Incentive Compensation Plan, as amended from time to time, or any successor thereto (the "ICP")) or as the same may be increased from time to time pursuant to this Agreement, is reduced, or if the Company fails to increase the Base Salary in accordance this Agreementtime; (iiie) If the failure by the Company reduces in amount or scope, or fails to continue to provide to in effect any Plan in which the Executive or his beneficiaries any or all is participating at the time of the benefits described Change in this AgreementControl (or plans or arrangements providing the Executive with substantially equivalent benefits) other than as a result of the normal expiration of any such Plan in accordance with its terms as in effect at the time of the Change in Control; (ivf) If any action or inaction by the Company that would adversely affect the Executive's continued participation in any Plan on at least as favorable a basis as was the case at the time of the Change in Control, or that would materially reduce the Executive's benefits in the future under the Plan or deprive him if any material benefits that he enjoyed at the time of the Change in Control, except to the extent that such action or inaction by the Company is required by the terms of the Plan as in effect immediately before the Change in Control, or is necessary to comply with applicable law or to preserve the qualification of the Plan under section 401(a) of the Internal Revenue Code (the "Code"), and except to the extent that the Company provides the Executive with substantially equivalent benefits; (g) the Company's principal executive offices are moved failure to a location outside obtain the United States, or if express assumption of this Agreement by any successor to the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business of as provided by Section 6.3 hereof; (h) any material violation by the Company to an extent substantially consistent with his business travel obligations in effect immediately prior to the date of any agreement (including this Agreement) between it and the Executive; or (vi) Ifthe failure by the Company, without the prior written consent Executive's consent, to pay to him any portion of Executivehis current compensation, at or to pay to the Executive any time after portion of any deferred compensation, within 30 days of the date hereofthe Executive notifies the Company that any such compensation payment is past due. Notwithstanding the foregoing, any of no action by the following occurs: (A) The acquisition, other than Company shall give rise to a Good Reason if it results from the CompanyExecutive's termination for Cause, death or retirement, and no action by any individual, entity or group the Company specified in paragraphs (within the meaning of Section 13(d)(3a) or 14(d)(2through (d) of the Securities Exchange Act preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. A Good Reason shall not be deemed to be waived by reason of 1934the Executive's continued employment as long as the termination of the Executive's employment occurs within the time prescribed by Section 1.1(b) hereof. For purposes of this Section 1.4, "Plan" means any compensation plan, such as amended (the "Exchange Act")an incentive or stock option plan, of 30% or more of either the then outstanding shares of Common Stock any employee benefit plan, such as a thrift, pension, profit-sharing, stock bonus, long-term performance award, medical, disability, accident, or life insurance plan, or any other plan, program or policy of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company having general voting power in electing the Board of Directors of the Company (the "Outstanding Company voting Securities"); or (B) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason that is intended to constitute at least a majority of the Board of Directors, provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election, by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so electedbenefit employees.

Termination for Good Reason. The Executive shall be entitled have the right at any time to terminate his employment for good reason. Any termination by Executive of his employment under the following circumstances shall be deemed to be for good reason and shall be deemed to be a breach of this Agreement by the Company: (i) Any material breach of this Agreement by the Company, including but not limited to any attempt by with the Company to terminate the employment of Executive for any reason other than as set forth in Paragraph upon thirty (b30) of this paragraph or if, without his express days' prior written consent, Executive is assigned duties inconsistent with his positions, duties, responsibilities, or status with the Company and its subsidiaries in effect as of the date of this Agreement, or if his reporting responsibilities, title or offices as in effect immediately prior to the date of this Agreement are changed, or if Executive is removed from or not re-elected to any of such positions, except in connection with the termination of his employment pursuant to Paragraph (b) of this paragraph, or as a result of his death or substantial disability; (ii) If the Base Salary, in effect as of the date notice. For purposes of this Agreement and subject to the Company's opportunity to cure as provided in Section 4.c. hereof, the same may Executive shall have "good reason" to terminate his employment hereunder at any time during his employment if such termination shall be increased from time to time pursuant to this Agreement, is reduced, or if the result of: (1) A breach by the Company fails to increase of the Base Salary compensation and benefits provisions set forth in accordance this AgreementSection 3 hereof; (iii2) If A material breach by the Company reduces in amount or scope, or fails to continue to provide to Executive or his beneficiaries of any or all of the benefits described in this Agreement; (iv) If the Company's principal executive offices are moved to a location outside the United States, or if the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business of the Company to an extent substantially consistent with his business travel obligations in effect immediately prior to the date material term of this Agreement; or (v3) IfA "Change in Control" of the Company. However, without the Executive's election to terminate this agreement due to a Change in Control shall not be deemed for "good reason" if such election to terminate takes place either prior written consent of Executive, at any time to the 181st day following the Change in Control or after the date 365th day following the Change in Control. For purposes hereof, a "Change in Control" of the Company shall occur or be deemed to have occurred only if any of the following events occurs: (Ai) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3"person," as such term is used in Sections 13(d) or 14(d)(2and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of 30% the Company, or more of either any corporation owned directly or indirectly by the then outstanding shares of Common Stock stockholders of the Company (in substantially the same proportion as the ownership of stock of the Company), is or becomes the "Outstanding beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company Common Stock") or representing more than 50% of the combined voting power of the Company's then outstanding voting securities of the Company having general voting power in electing the Board of Directors of the Company (the "Outstanding Company voting Securities")securities; or (Bii) Individuals individuals who, as of June 1, 2000 (the date hereof"Effective Date"), constitute the Board of Directors of the Company (as of the Effective Date, the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided, however, Directors of the Company provided that any individual person becoming a director subsequent to the date hereof whose election, or nomination for election, election by the Company's stockholders stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member (other than an election or nomination of the Incumbent Board, but excluding, for this purpose, any such an individual whose initial assumption of the office is in connection with an actual or threatened election contest relating to the election of the Directors directors of the Company (Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act)) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (Ciii) Approval by the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a complete liquidation merger or dissolution consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 60% of the combined voting power of the voting securities of the company or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as hereinabove defined) acquires more than 50% of the combined voting power of the Company, 's then outstanding securities; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or of an agreement for the sale or other disposition dispositions by the Company of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so elected's assets.

Termination for Good Reason. If the Executive reasonably believes he has "Good Reason," as defined herein, to terminate employment, he must give the Board written notice which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination and a reasonable opportunity to cure, which shall be entitled at a minimum forty-five (45) days. If the Board fails to cure the Good Reason within such reasonable time, the Executive may terminate employment by giving the Board thirty (30) days written notice of his intention to terminate his employment for good reasonthis Agreement. Any termination by Executive of his employment under the following circumstances shall be deemed to be for good reason and shall be deemed to be a breach of this Agreement by the Company: "Good Reason" means: (i) Any material breach the permanent assignment of this Agreement by the Company, including but not limited to any attempt by the Company to terminate the employment of Executive for any reason other than as set forth in Paragraph (b) of this paragraph or if, without his express written consent, Executive is assigned consent to duties inconsistent with his positionsthe Executive's authorities, duties, responsibilities, provided, however, that an assignment of duties due to the Executive's incapacity, temporary or status with otherwise, as determined by the Board or its duly authorized designee, shall not trigger the Executive's right to terminate for Good Reason; (ii) the failure to promote the Executive to the position of Chief Executive Officer of the Company and its subsidiaries in effect as on or before January 1, 2000 and/or to promote the Executive to the position of Chairman of the date Board of Directors of the Company on or before November 1, 2000; (iii) the failure to elect the Executive as a member of the Board of Directors of the Company on or before the next regularly scheduled meeting of the Board of Directors of the Company following the Effective Date of this AgreementAgreement or to retain the Executive as a member of the Board of Directors of the Company; or (iv) a change, or if his reporting responsibilitieswithout the Executive's consent, title or offices in the Executive's primary employment location to a location that is more than 50 miles from the primary location of the Executive's employment as in effect immediately prior to the date Effective Date. Upon such termination and execution of this Agreement are changed, or if Executive is removed from or not re-elected to any a general release of such positions, except in connection with the termination of his employment pursuant to Paragraph (b) of this paragraph, or as a result of his death or substantial disability; (ii) If the Base Salary, in effect as of the date of this Agreement and as the same may be increased from time to time pursuant to this Agreement, is reduced, or if all claims against the Company fails to increase and other related entities and persons, and upon the Base Salary expiration of any applicable revocation period, the Executive shall receive the Severance Benefits provided in accordance this Agreement; (iiiSection 3.01(d) If the Company reduces in amount or scopeherein, or fails to continue to provide to Executive or his beneficiaries any or all of the benefits described in this Agreement; (iv) If the Company's principal executive offices are moved to a location outside the United States, or if the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business of the Company to an extent substantially consistent with his business travel obligations in effect immediately prior subject to the date of this Agreement; or (v) Ifterms, without the prior written consent of Executive, at any time after the date hereof, any of the following occurs: (A) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 30% or more of either the then outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company having general voting power in electing the Board of Directors of the Company (the "Outstanding Company voting Securities"); or (B) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election, by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals conditions and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so electedlimitations stated therein.

Termination for Good Reason. Executive shall be entitled to terminate his employment for good reason. Any termination by Executive of his employment under the following circumstances shall be deemed to be for good reason and shall be deemed to be a breach of this Agreement by the Company: (i) Any material breach of this Agreement by the Company, including but not limited to any attempt by the Company to terminate the employment of Executive for any reason other than as set forth in Paragraph (b) of this paragraph or if, without his express written consent, Executive is assigned duties inconsistent with his positions, duties, responsibilities, or status with the Company and its subsidiaries in effect as of the date For purposes of this Agreement, or if his reporting responsibilitiestermination for Good Reason shall mean a termination of employment by the Executive effected by a written notice given within ninety (90) days after the occurrence of the Good Reason event. For purposes of this Agreement, title or offices as in effect immediately prior “Good Reason” shall mean the occurrence of any of the following events without the Executive’s express written consent which event is not cured within ten (10) days after written notice thereof from the Executive to the date of this Agreement are changedCompany: (A) any material diminution in the Executive’s position, duties, responsibilities or authority, or if the assignment to the Executive is removed from or not re-elected to any of such positionsduties and responsibilities materially inconsistent with his position, except in connection with the Executive’s termination of his employment pursuant to Paragraph (b) of this paragraph, for Cause or as a result of his death death, or substantial disability; (ii) If the Base Salary, in effect temporarily as a result of the date of this Agreement and as Executive’s incapacity or other absence for an extended period; (B) a reduction in the same may be increased from time to time pursuant to this Agreement, is reduced, or if the Company fails to increase the Base Salary in accordance this Agreement; (iii) If the Company reduces in amount or scope, or fails to continue to provide to Executive or his beneficiaries any or all of the benefits described in this Agreement; (iv) If the Company's principal executive offices are moved to a location outside the United States, or if the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business of the Company to an extent substantially consistent with his business travel obligations in effect immediately prior to the date of this Agreement; or (v) If, without the prior written consent of Executive, at any time after the date hereof, any of the following occurs: (A) The acquisition’s annual base salary, other than as the result of an across-the-board reduction of up to fifteen percent (15%) of base salary that is generally applicable to the Company’s employees; (C) a relocation of the Company’s principal business location to an area which is outside of a fifty (50) mile radius from both the Executive’s current principal business location and the Executive’s principal residence; (D) failure by the Board to nominate or re-nominate the Executive as a member of the Board or to elect or re-elect the Executive as Chief Executive Officer or President, or the Executive’s removal from any such position, in all cases if such failure or removal is not for Cause; or (E) any material breach by the Company of any material provision of the Executive’s employment letter agreement with the Company, by any individualdated as of January 19, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 19342004, as amended (the "Exchange Act"“Employment Agreement”), of 30% or more of either the then outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company having general voting power in electing the Board of Directors of the Company (the "Outstanding Company voting Securities"); or (B) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election, by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition Section 11 of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so electedthis Agreement.

Termination for Good Reason. Definition. Executive may terminate this Agreement for Good Reason, after providing fifteen (15) days written notice to the Company, which identifies the Good Reason for Executive’s termination. The Company shall be entitled have an opportunity to terminate cure the circumstances constituting Good Reason. In the event that the Company fails to cure the Good Reason and Executive terminates his employment for good reason. Any Good Reason, Executive shall receive, within twenty (20) business days of the termination by Executive of his employment under the following circumstances shall be deemed to be for good reason date, (a) all Accrued Compensation as defined in Section 5, and shall be deemed to be a breach (b) Additional Severance Compensation as defined in Section 5(h) of this Agreement Agreement. For the purposes of this Agreement, “Good Reason” means: ● A Change of Control; or ● Executive’s non-voluntary removal from his position as Chairman and/or Secretary, other than as provided in Section 5(b) for Cause, or by Executive’s death or disability (as defined in Sections 5(d) and 5(e) below) during the term of this Agreement; or ● A requirement by the Company: (i) Any material breach Company that Executive cannot work remotely or must move to a different geographic location as a condition of this Agreement continued employment in his current position; or ● The relocation by the Company, including but not limited to any attempt Company of Executive’s primary workplace; or ● Failure by the Company to terminate make any payment to Executive required to be made under the employment of Executive for any reason other than as set forth in Paragraph (b) of this paragraph or if, without his express written consent, Executive is assigned duties inconsistent with his positions, duties, responsibilities, or status with the Company and its subsidiaries in effect as of the date terms of this Agreement, or if his reporting responsibilities, title or offices as in effect immediately prior the breach is not cured within fifteen (15) days after Executive provides written notice to the date of this Agreement are changed, or if Executive is removed from or not re-elected to any of such positions, except Company that provides in connection with reasonable detail the termination of his employment pursuant to Paragraph (b) of this paragraph, or as a result of his death or substantial disability; (ii) If the Base Salary, in effect as nature of the date of this Agreement and as the same may be increased from time to time pursuant to this Agreement, is reduced, payment; or if the Company fails to increase the Base Salary in accordance this Agreement; (iii) If the Company reduces in amount or scope, or fails to continue to provide to Executive or his beneficiaries any or all of the benefits described in this Agreement; (iv) If the Company's principal executive offices are moved to a location outside the United States, or if the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business of ● Failure by the Company to an extent substantially manage the Executive and his responsibilities in a manner consistent with his business travel obligations in effect immediately prior to the date of this Agreement; or (v) If, without the prior written consent of Executive, at any time after the date hereof, any of the following occurs: (A) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 30% or more of either the then outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company having general voting power in electing the Board of Directors of the Company (the "Outstanding Company voting Securities"); or (B) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election, by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall 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 though such individual was a member Chairman and/or Secretary. Examples of the Incumbent Board, failure to operate in good faith include but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual are not limited to: intentionally attempting to persuade or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially owninduce, directly or indirectly, more than 30% ofthe Executive to voluntarily terminate this agreement; providing false or misleading information (or knowingly failing to provide useful or relevant information) to the Executive with the intent to negatively affect the Executive’s performance or apparent judgment; or knowingly failing to provide the Executive with reasonable and customary support for the execution of his responsibilities, respectively, resulting in negatively affecting the then outstanding shares Executive’s performance and or compensation. Examples of common stock and the combined voting power of the then outstanding voting securities entitled diminishing or materially impacting his ability to vote generally in the election of directors of the corporation resulting from such reorganization, merger perform his role include but are not limited to: formal or consolidation, informal demotion as the case may beChairman and/or Secretary or effective demotion disabling Executive to fulfil his duties; or (D) Executive is not nominated for re-assignment to a directorship of the Company or, if requested, of any subsidiary; oror insufficient resources (funding, if nominatedpeople, he is not elected by process, systems, etc.) to carry out the stockholders; or if there appears to either Executive or the Company to be a clear assigned responsibilities and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so electedduties.

Termination for Good Reason. Executive shall Subject to Section 7(d), Executive’s employment under this Agreement may be entitled to terminate his employment for good reason. Any termination terminated by Executive for Good Reason by written notice to the Board. The occurrence of his employment under one or more of the following circumstances events shall be deemed to be for good reason and shall be deemed to be a breach of this Agreement by the Companyconstitute “Good Reason”: (i) Any the Company’s material breach of this Agreement by the Company, including but not limited to any attempt by the Company to terminate the employment of Executive for any reason other than as set forth in Paragraph (b) of this paragraph or if, without his express written consent, Executive is assigned duties inconsistent with his positions, duties, responsibilities, or status with the Company and its subsidiaries in effect as of the date provisions of this Agreement, or if his reporting responsibilities, title or offices as in effect immediately prior to which breach is not cured by the date of this Agreement are changed, or if Executive is removed Company within thirty (30) days following written notice thereof from or not re-elected to any of such positions, except in connection with the termination of his employment pursuant to Paragraph (b) of this paragraph, or as a result of his death or substantial disabilityExecutive; (ii) If any adverse alteration in Executive's title, position, status, duties or authority with the Base Salary, in effect as of the date of this Agreement and as the same may be increased from time to time pursuant to this Agreement, is reduced, or if the Company fails to increase the Base Salary in accordance this AgreementCompany; (iii) If the Company reduces any reduction in amount or scope, or fails to continue to provide to Executive or his beneficiaries any or all of the benefits described in this AgreementExecutive's compensation; (iv) If the Company's principal executive offices are moved Board requests Executive to a location outside the United States, or if the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business of the Company to an extent substantially consistent with his business travel obligations engage in effect immediately prior to the date of this Agreementany unlawful activity; or (v) If, without a Change in Control shall occur. A "Change in Control" shall be deemed to have occurred if the prior written consent of Executive, at conditions set forth in any time after the date hereof, any one of the following occursparagraphs shall have been satisfied: (Ai) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3"person," as such term is used in Sections 13(d) or 14(d)(2and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the Company or any Affiliate thereof, is or becomes after the Effective Date the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 30% or more of either the then outstanding shares of Common Stock securities of the Company (not including in the "Outstanding securities beneficially owned by such person any securities acquired directly from the Company Common Stock"or Executive) representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding voting securities of the Company having general voting power in electing the Board of Directors of the Company (the "Outstanding Company voting Securities")securities; or (Bii) Individuals who, as the shareholders of the date hereofCompany approve a merger or consolidation of the Company with or the sale of the Company to any other entity and, in connection with such merger, consolidation or sale, individuals who constitute the Board of Directors of immediately prior to the Company (the "Incumbent Board") cease time any agreement to effect such merger or consolidation is entered into fail for any reason to constitute at least a majority of the Board of Directors, provided, however, that any individual becoming a director subsequent to the date hereof whose election, surviving Company following the consummation of such merger or nomination for election, by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act)consolidation; or (Ciii) Approval by the stockholders shareholders of the Company approve a plan of a complete liquidation or dissolution of the Company, Company or of an agreement for the sale or other disposition by the Company of all or substantially all of the Company's assets of to an entity not controlled by the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so elected.

Termination for Good Reason. Executive may terminate her employment for Good Reason (as defined in this section). If Executive terminates her employment for Good Reason she shall be entitled to terminate his employment for good reasonall of the payments described in Section 5.07 pertaining to an Involuntary Termination Without Cause. Any termination by Executive "Good Reason" means without the Executive's express prior written consent, the occurrence of his employment under any one or more of the following circumstances shall be deemed to be for good reason and shall be deemed to be a breach events during the term of this Agreement by and which is not corrected to the Executive's reasonable satisfaction within 60 days after she gives notice to the Chief Executive Officer of the circumstance that she 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 compared to those in effect on the effective date of this Agreement (i) 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 controlling interest therein to a third party shall not constitute such a material reduction as a result of the Company ceasing to be publicly traded or because the Company becomes a subsidiary of another entity; [2] Deprivation of the Executive of the titles of President and Chief Merchandising 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 relative level of coverage under the employee benefit or retirement plans, policies, practices or arrangements as in effect on the effective date of this Agreement, both in terms of the amount of benefits provided and the relative level of the Executive's participation. 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 the extent needed to 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 by the Company, including but not limited failure to make any attempt by the Company to terminate the employment of Executive for any reason other than as set forth in Paragraph (b) of this paragraph payment or if, without his express written consent, Executive is assigned duties inconsistent with his positions, duties, responsibilities, or status with the Company and its subsidiaries in effect as of the date of this Agreement, or if his reporting responsibilities, title or offices as in effect immediately prior to the date of grant provided under this Agreement are changed, when due by or if Executive is removed from on or not re-elected to any of such positions, except in connection with the termination of his employment pursuant to Paragraph (b) of this paragraph, or as a result of his death or substantial disability; (ii) If the Base Salary, in effect as of the date of this Agreement and as the same may be increased from time to time pursuant to this Agreement, is reduced, or if the Company fails to increase the Base Salary in accordance this Agreement; (iii) If the Company reduces in amount or scope, or fails to continue to provide to Executive or his beneficiaries any or all of the benefits described in this Agreement; (iv) If the Company's principal executive offices are moved to a location outside the United States, or if the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business of the Company to an extent substantially consistent with his business travel obligations in effect immediately prior to the date of this Agreement; or (v) If, without the prior written consent of Executive, at any time after the date hereof, any of the following occurs: (A) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 30% or more of either the then outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company having general voting power in electing the Board of Directors of the Company (the "Outstanding Company voting Securities"); or (B) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election, by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Approval by the stockholders of the Company of a complete liquidation or dissolution behalf of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so elected.

Termination for Good Reason. The Executive shall be entitled have the right at any time to terminate his her employment for good reason. Any termination by Executive of his employment under the following circumstances shall be deemed to be for good reason and shall be deemed to be a breach of this Agreement by the Company: (i) Any material breach of this Agreement by the Company, including but not limited to any attempt by with the Company to terminate the employment of Executive for any reason other than as set forth in Paragraph upon thirty (b30) of this paragraph or if, without his express days’ prior written consent, Executive is assigned duties inconsistent with his positions, duties, responsibilities, or status with the Company and its subsidiaries in effect as of the date of this Agreement, or if his reporting responsibilities, title or offices as in effect immediately prior to the date of this Agreement are changed, or if Executive is removed from or not re-elected to any of such positions, except in connection with the termination of his employment pursuant to Paragraph (b) of this paragraph, or as a result of his death or substantial disability; (ii) If the Base Salary, in effect as of the date notice. For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4.c. hereof, the same may Executive shall have “good reason” to terminate her employment hereunder at any time during her employment if such termination shall be increased from time to time pursuant to this Agreement, is reduced, or if the result of: 3 (1) A breach by the Company fails to increase of the Base Salary compensation and benefits provisions set forth in accordance this AgreementSection 3 hereof; (iii2) If A material breach by the Company reduces in amount or scope, or fails to continue to provide to Executive or his beneficiaries of any or all of the benefits described in this Agreement; (iv) If the Company's principal executive offices are moved to a location outside the United States, or if the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business of the Company to an extent substantially consistent with his business travel obligations in effect immediately prior to the date material term of this Agreement; or (v3) IfA “Change in Control” of the Company. However, without the Executive’s election to terminate this agreement due to a Change in Control shall not be deemed for “good reason” if such election to terminate takes place either prior written consent of Executive, at any time to the 181st day following the Change in Control or after the date 365th day following the Change in Control. For purposes hereof, a “Change in Control” of the Company shall occur or be deemed to have occurred only if any of the following events occurs: (Ai) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3“person,” as such term is used in Sections 13(d) or 14(d)(2and 14(d) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act")”) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of 30% the Company, or more of either any corporation owned directly or indirectly by the then outstanding shares of Common Stock stockholders of the Company in substantially the same proportion as the ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the "Outstanding Exchange Act), directly or indirectly, of securities of the Company Common Stock") or representing more than 50% of the combined voting power of the Company’s then outstanding voting securities of the Company having general voting power in electing the Board of Directors of the Company (the "Outstanding Company voting Securities")securities; or (Bii) Individuals individuals who, as of June 1, 2000 (the date hereof“Effective Date”), constitute the Board of Directors of the Company (as of the "Effective Date, the “Incumbent Board"”) cease for any reason to constitute at least a majority of the Board of Directors, provided, however, Directors of the Company provided that any individual person becoming a director subsequent to the date hereof whose election, or nomination for election, election by the Company's stockholders ’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member (other than an election or nomination of the Incumbent Board, but excluding, for this purpose, any such an individual whose initial assumption of the office is in connection with an actual or threatened election contest relating to the election of the Directors directors of the Company (Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act)) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; oror 4 (Ciii) Approval by the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a complete liquidation merger or dissolution consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 60% of the combined voting power of the voting securities of the company or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as hereinabove defined) acquires more than 50% of the combined voting power of the Company, ’s then outstanding securities; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or of an agreement for the sale or other disposition dispositions by the Company of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so elected’s assets.

Termination for Good Reason. Executive shall be entitled have the right at any time to terminate his employment with the Company for good any reason. Any The termination of Executive’s employment shall be deemed to be for “Good Reason” if and only if such termination shall be the result of, in each case, without Executive’s written consent: (i) a material reduction of Executive’s responsibilities, or the assignment to Executive of duties materially inconsistent with his position; (ii) (x) requiring Executive to report to anyone other than (A) prior to an IPO, the Board and/or the Chairman of the Compensation Committee, and (B) subsequent to an IPO, the Board, or (y) subsequent to a Change of Control, requiring Executive to report to anyone other than the board of directors (or similar governing body) and/or the chief executive officer of the Company’s ultimate parent; (iii) at any time during the Employment Period (A) prior to an IPO, Executive either not being nominated to serve as a member of the Board, provided that Executive’s seat is then up for re-election, or being removed by the Company from the Board (other than in connection with a termination of his employment), or (B) on or after an IPO, Executive not being nominated to serve as a member of the Board, provided Executive’s seat is then up for re-election; (iv) any requirement that Executive move his primary residence from Simsbury, Connecticut in order to perform his duties under this Employment Agreement; (v) a material breach by the Company in the performance of any of its obligations under this Employment Agreement (including its obligation to cause any successor to assume the obligations of the Company hereunder as provided in Section 13(a) hereof), after written notice of such breach to the Board, which breach is not corrected within ten (10) days following delivery of such written notice; (vi) the Company’s delivery to Executive of written notice of non-renewal of the then-current term (provided, that unless otherwise agreed by the Company, termination by Executive of his employment under following the following circumstances Company’s delivery of such notice of non-renewal shall be deemed to be for good reason and shall be deemed Good Reason pursuant to be a breach of this Agreement by the Company: clause (ivi) Any material breach of this Agreement by the Company, including but not limited to any attempt by the Company to terminate only if Executive remains in the employment of Executive for any reason other than as set forth in Paragraph (b) of this paragraph or if, without his express written consent, Executive is assigned duties inconsistent with his positions, duties, responsibilities, or status with the Company and its subsidiaries in effect as until the expiration of the date of this Agreement, or if his reporting responsibilities, title or offices as in effect immediately prior to the date of this Agreement are changed, or if Executive is removed from or not rethen-elected to any of such positions, except in connection with the termination of his employment pursuant to Paragraph (b) of this paragraph, or as a result of his death or substantial disability; (ii) If the Base Salary, in effect as of the date of this Agreement and as the same may be increased from time to time pursuant to this Agreement, is reduced, or if the Company fails to increase the Base Salary in accordance this Agreement; (iii) If the Company reduces in amount or scope, or fails to continue to provide to Executive or his beneficiaries any or all of the benefits described in this Agreement; (iv) If the Company's principal executive offices are moved to a location outside the United States, or if the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business of the Company to an extent substantially consistent with his business travel obligations in effect immediately prior to the date of this Agreementcurrent term; or (vvii) If, without the prior written consent failure of Executive, at any time after the date hereof, any of the following occurs: (A) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 30% or more of either the then outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company having general voting power in electing the Board of Directors of the Company (the "Outstanding Company voting Securities"); or (B) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease CapSpecialty to complete an IPO for any reason to constitute at least a majority of the Board of Directors, provided, however, that any individual becoming a director subsequent on or prior to the date hereof whose election, or nomination for election, by the Company's stockholders was approved by a vote third (3rd) anniversary of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is an Alleghany Change in connection with an actual or threatened election contest relating to the election of the Directors of the Company Control (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Actdefined below); or (C) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so elected.

Termination for Good Reason. Executive shall Subject to Section 6(d), Executive’s employment under this Agreement may be entitled to terminate his employment for good reason. Any termination terminated by Executive for Good Reason by written notice to the Board. The occurrence of his employment under one or more of the following circumstances events shall be deemed to be for good reason and shall be deemed to be a breach of this Agreement by the Companyconstitute “Good Reason”: (i) Any the Company’s material breach of this Agreement by the Company, including but not limited to any attempt by the Company to terminate the employment of Executive for any reason other than as set forth in Paragraph (b) of this paragraph or if, without his express written consent, Executive is assigned duties inconsistent with his positions, duties, responsibilities, or status with the Company and its subsidiaries in effect as of the date provisions of this Agreement, or if his reporting responsibilities, title or offices as in effect immediately prior to which breach is not cured by the date of this Agreement are changed, or if Executive is removed Company within thirty (30) days following written notice thereof from or not re-elected to any of such positions, except in connection with the termination of his employment pursuant to Paragraph (b) of this paragraph, or as a result of his death or substantial disabilityExecutive; (ii) If any material adverse alteration in Executive’s title, position, status, duties or authority with the Base Salary, in effect as of the date of this Agreement and as the same may be increased from time to time pursuant to this Agreement, is reduced, or if the Company fails to increase the Base Salary in accordance this AgreementCompany; (iii) If the Company reduces any reduction in amount or scope, or fails to continue to provide to Executive or his beneficiaries any or all of the benefits described in this AgreementExecutive’s compensation; (iv) If the Company's principal executive offices are moved Board requests Executive to a location outside the United States, or if the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business of the Company to an extent substantially consistent with his business travel obligations engage in effect immediately prior to the date of this Agreementany unlawful activity; or (v) If, without a Change in Control shall occur. A “Change in Control” shall be deemed to have occurred if the prior written consent of Executive, at conditions set forth in any time after the date hereof, any one of the following occursparagraphs shall have been satisfied: (A1) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3“person,” as such term is used in Sections 13(d) or 14(d)(2and 14(d) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) (other than the Company or any Affiliate thereof, is or becomes after the Effective Date the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 30% or more of either the then outstanding shares of Common Stock securities of the Company (not including in the "Outstanding securities beneficially owned by such person any securities acquired directly from the Company Common Stock"or Executive) representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding voting securities of the Company having general voting power in electing the Board of Directors of the Company (the "Outstanding Company voting Securities")securities; or (B2) Individuals who, as the shareholders of the date hereofCompany approve a merger or consolidation of the Company with or the sale of the Company to any other entity and, in connection with such merger, consolidation or sale, individuals who constitute the Board of Directors of immediately prior to the Company (the "Incumbent Board") cease time any agreement to effect such merger or consolidation is entered into fail for any reason to constitute at least a majority of the Board of Directors, provided, however, that any individual becoming a director subsequent to the date hereof whose election, surviving Company following the consummation of such merger or nomination for election, by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act)consolidation; or (C3) Approval by the stockholders shareholders of the Company approve a plan of a complete liquidation or dissolution of the Company, Company or of an agreement for the sale or other disposition by the Company of all or substantially all of the Company’s assets of to an entity not controlled by the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so elected.

Termination for Good Reason. The Executive shall be entitled to terminate his have a Good Reason for terminating employment for good reason. Any termination by Executive with the Company only if one or more of his employment under the following circumstances shall be deemed to be for good reason and shall be deemed to be occurs in anticipation of, or after, a breach of this Agreement by the CompanyChange in Control: (ia) Any material breach of this Agreement by a change in the Company, including but not limited to any attempt by Executive's position or responsibilities with the Company to terminate that represents a material diminution from, and is not substantially equivalent to, the employment of Executive for any reason other than as set forth Executive's position or responsibilities in Paragraph effect immediately before the Change in Control; (b) transfer of this paragraph or ifthe Executive to a location in excess of twenty-five miles from Charlotte, North Carolina, without fully compensating the Executive for all expenses related to relocating the Executive and his express written consent, Executive is assigned duties inconsistent with his positions, duties, responsibilities, family to the new location; (c) layoff or status with the Company and its subsidiaries in effect as involuntary termination of the date of this Agreement, or if his reporting responsibilities, title or offices as in effect immediately prior to the date of this Agreement are changed, or if Executive is removed from or not re-elected to any of such positionsExecutive's employment, except in connection with the termination of his the Executive's employment pursuant to Paragraph (b) of this paragraph, for Cause or as a result of his the Executive's Disability, death or substantial disabilityvoluntary retirement; (iid) If a material reduction by the Base Salary, Company in the Executive's base salary as in effect as at the time of the date Change in Control; (e) the failure by the Company to continue in effect any Plan in which the Executive is participating at the time of the Change in Control (or plans or arrangements providing the Executive with substantially equivalent benefits) other than as a result of the normal expiration of any such Plan in accordance with its terms as in effect at the time of the Change in Control; (f) any action or inaction by the Company that would adversely affect the Executive's continued participation in any Plan on at least as favorable a basis as was the case at the time of the Change in Control, or that would materially reduce the Executive's benefits in the future under the Plan or deprive him of any material benefits that he enjoyed at the time of the Change in Control, except to the extent that such action or inaction by the Company is required by the terms of the Plan as in effect immediately before the Change in Control, or is necessary to comply with applicable law or to preserve the qualification of the Plan under the Internal Revenue Code; (g) the Company's failure to obtain the express assumption of this Agreement and as the same may be increased from time by any successor to time pursuant to this Agreement, is reduced, or if the Company fails to increase the Base Salary in accordance this Agreement; (iii) If the Company reduces in amount or scope, or fails to continue to provide to Executive or his beneficiaries any or all of the benefits described in this Agreement; (iv) If the Company's principal executive offices are moved to a location outside the United States, or if the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business of the Company to an extent substantially consistent with his business travel obligations in effect immediately prior to the date of this Agreementas provided by Section 5.4 hereof; or (vh) Ifany material violation by the Company of any agreement (including this Agreement) between it and the Executive. Notwithstanding the foregoing, without no action by the prior written consent of Company shall give rise to a Good Reason if it results from the Executive's termination for Cause, at any time after death or voluntary retirement, and no action by the date hereof, any Company specified in paragraphs (a) through (i) above shall give rise to a Good Reason if it results from the Executive's Disability. A Good Reason shall not be deemed to be waived solely by reason of the following occurs: (A) The acquisition, other than from Executive's continued employment as long as the Company, by any individual, entity or group (termination of the Executive's employment occurs within the meaning time prescribed by Section 1.1(b) hereof. For purposes of this Section 13(d)(3) 1.4, "Plan" means any compensation plan, such as an incentive or 14(d)(2) of the Securities Exchange Act of 1934stock option plan or incentive bonus plan, or any employee benefit plan, such as amended (the "Exchange Act")a thrift, of 30% pension, profit-sharing, stock bonus, long-term performance award, medical, disability, accident, or more of either the then outstanding shares of Common Stock life insurance plan, or any other plan, program or policy of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company having general voting power in electing the Board of Directors of the Company (the "Outstanding Company voting Securities"); or (B) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason that is intended to constitute at least a majority of the Board of Directors, provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election, by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so electedbenefit employees.

Termination for Good Reason. The Executive shall be entitled to terminate this Agreement and his employment with the Company at any time upon thirty (30) days written notice to the Company for good reason"Good Reason" (as defined below). Any The Executive's termination by Executive of his employment under shall be for "Good Reason" if such termination is a result of any of the following circumstances shall be deemed to be for good reason and shall be deemed to be a breach of this Agreement by the Companyevents: (i) Any material breach of this Agreement by the Company, including but not limited to any attempt by the Company to terminate the employment of Executive for any reason other than as set forth in Paragraph (b) of this paragraph or if, without his express written consent, The Executive is assigned any responsibilities or duties materially inconsistent with his positionsposition, duties, responsibilities, or responsibilities and status with the Company and its subsidiaries as in effect as of at the date of this Agreement, Agreement or if as may be assigned to the Executive pursuant to Section 2 hereof; or his reporting responsibilities, title or offices as in effect immediately 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 Board of Directors of the Company; provided, that, the election by the Board of Directors of the Company of a Chairman of the Board who is not an officer of the Company, and the removal of that title from the Executive, shall not be an event constituting "Good Reason". (ii) there is a reduction in the Salary (as such Salary shall have been increased from time to time) payable to the Executive pursuant to Section 4(a) hereof unless such reduction is applicable to all senior executives of the Company; (iii) 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 increase or improve such rights or benefits on a basis consistent with practices in effect prior to the date of this Agreement are changed, or if Executive is removed from or not re-elected with practices implemented and subsequent to any of such positions, except in connection with the termination of his employment pursuant to Paragraph (b) of this paragraph, or as a result of his death or substantial disability; (ii) If the Base Salary, in effect as of the date of this Agreement and as with respect to the same may be increased from time to time pursuant to this Agreement, is reduced, or if executive employees of the Company fails generally, which ever is more favorable to increase the Base Salary in accordance this Agreement; (iii) If the Company reduces in amount or scopeExecutive, or fails to continue to provide to Executive or his beneficiaries any or all of the benefits described in this Agreementbut excluding such action that is required by law; (iv) If the Companywithout Executive's principal executive offices are moved to a location outside the United Statesconsent, or if the Company requires Executive without his agreement the executive to be based anywhere relocate to any city or community other than one within a fifty (50) mile radius of the Company's principal executive offices greater Houston, Texas metropolitan area, except for required travel on the Company's business of the Company to an extent substantially consistent with his the Executive's business travel obligations in effect immediately prior to the date of under this Agreement; or (v) If, without the prior written consent of Executive, at there is any time after the date hereof, any of the following occurs: (A) The acquisition, other than from the Company, material breach by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 30% or more of either the then outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company having general voting power in electing the Board of Directors of the Company (the "Outstanding Company voting Securities"); or (B) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election, by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Approval by the stockholders of the Company of a complete liquidation or dissolution any provision of this Agreement. (vi) Upon the Company, or Executive's termination of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectivelythis Agreement for Good Reason, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities Executive shall be entitled to vote generally the Severance Payment and other benefits specified in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (DSection 5(f) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so electedhereof.

Termination for Good Reason. If the Executive reasonably believes he has "Good Reason," as defined herein, to terminate employment, he must give the Board written notice which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination and a reasonable opportunity to cure, which shall be entitled at a minimum forty-five (45) days. If the Board fails to cure the Good Reason within such reasonable time, the Executive may terminate employment by giving the Board thirty (30) days written notice of his intention to terminate his employment for good reasonthis Agreement. Any termination by "Good Reason" means: (I) the permanent assignment of the Executive of his employment under the following circumstances shall be deemed to be for good reason and shall be deemed to be a breach of this Agreement by the Company: (i) Any material breach of this Agreement by the Company, including but not limited to any attempt by the Company to terminate the employment of Executive for any reason other than as set forth in Paragraph (b) of this paragraph or if, without his express written consent, Executive is assigned consent to duties inconsistent with his positionsthe Executive's authorities, duties, responsibilities, provided, however, that an assignment of duties due to the Executive's incapacity, temporary or status with otherwise, as determined by the Board or its duly authorized designee, shall not trigger the Executive's right to terminate for Good Reason; (ii) the failure to promote the Executive to the position of Chief Executive Officer of the Company and its subsidiaries in effect as on or before January 1, 2000 and/or to promote the Executive to the position of Chairman of the date Board of Directors of the Company on or before November 1, 2000; (iii) the failure to elect the Executive as a member of the Board of Directors of the Company on or before the next regularly scheduled meeting of the Board of Directors of the Company following the Effective Date of this AgreementAgreement or to retain the Executive as a member of the Board of Directors of the Company; or (iv) a change, or if his reporting responsibilitieswithout the Executive's consent, title or offices in the Executive's primary employment location to a location that is more than 50 miles from the primary location of the Executive's employment as in effect immediately prior to the date Effective Date. Upon such termination and execution of this Agreement are changed, or if Executive is removed from or not re-elected to any a general release of such positions, except in connection with the termination of his employment pursuant to Paragraph (b) of this paragraph, or as a result of his death or substantial disability; (ii) If the Base Salary, in effect as of the date of this Agreement and as the same may be increased from time to time pursuant to this Agreement, is reduced, or if all claims against the Company fails to increase and other related entities and persons, and upon the Base Salary expiration of any applicable revocation period, the Executive shall receive the Severance Benefits provided in accordance this Agreement; (iiiSection 3.01(d) If the Company reduces in amount or scopeherein, or fails to continue to provide to Executive or his beneficiaries any or all of the benefits described in this Agreement; (iv) If the Company's principal executive offices are moved to a location outside the United States, or if the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business of the Company to an extent substantially consistent with his business travel obligations in effect immediately prior subject to the date of this Agreement; or (v) Ifterms, without the prior written consent of Executive, at any time after the date hereof, any of the following occurs: (A) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 30% or more of either the then outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company having general voting power in electing the Board of Directors of the Company (the "Outstanding Company voting Securities"); or (B) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election, by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals conditions and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so electedlimitations stated therein.

Termination for Good Reason. Executive may terminate employment for Good Reason (as defined in this section). If Executive terminates employment for Good Reason Executive shall be entitled to terminate his employment for good reasonall of the payments described in Section 5.06 pertaining to an Involuntary Termination Without Cause. Any termination by Executive "Good Reason" means without the Executive's express prior written consent, the occurrence of his employment under any one or more of the following circumstances shall be deemed to be for good reason and shall be deemed to be a breach events during the term of this Agreement by and which is not corrected to 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: (i) Any material breach , as compared to those in effect on the effective date of this Agreement by (but will not include any changes resulting directly from implementation of a plan that restructures the Company, including but not limited to any attempt by the Company to terminate the employment business organization of Executive for any reason other than as set forth in Paragraph (b) of this paragraph or if, without his express written consent, Executive is assigned duties inconsistent with his positions, duties, responsibilities, or status with the Company and its subsidiaries 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 controlling interest therein to a third party shall not constitute such a material reduction as a result of the Company ceasing to be publicly traded or 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 relative level of coverage under the employee benefit or retirement plans, policies, practices or arrangements as in effect as of on the effective date of this Agreement, or both in terms of the amount of benefits provided and the relative level of the Executive's participation. However, Good Reason will not arise under this subsection if his reporting responsibilitiesthe Company eliminates and/or modifies any of these programs if required by law to do so, title or offices as in effect immediately prior to the date extent needed to preserve the tax-character of this Agreement are changedthe plan, policy, practice or arrangement, or if Executive is removed from or not re-elected such elimination and/or modification applies uniformly to any of such positions, except in connection with the termination of his employment pursuant to Paragraph (b) of this paragraph, or as a result of his death or substantial disability; (ii) If the Base Salary, in effect as of the date of this Agreement and as the same may be increased from time to time pursuant to this Agreement, is reduced, or if the other Company fails to increase the Base Salary in accordance this Agreement; (iii) If the Company reduces in amount or scope, or fails to continue to provide to Executive or his beneficiaries any or all of the benefits described in this Agreement; (iv) If the Company's principal executive offices are moved to a location outside the United States, or if the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business of the Company to an extent substantially consistent with his business travel obligations in effect immediately prior employees similarly situated to the date of this Agreement; or (v) If, without the prior written consent of Executive, at any time after the date hereof, any of the following occurs: (A) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 30% or more of either the then outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company having general voting power in electing the Board of Directors of the Company (the "Outstanding Company voting Securities"); or (B) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election, by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so elected.;

Termination for Good Reason. Provided that Company has not given written notice of termination in accordance with Section 6(a) above with respect to a Cause event; or if such notice has been given, the applicable Cause event has not been cured (if deemed curable by the Board in its sole discretion), the Executive shall be entitled to terminate his employment this Agreement and the Term hereunder for good reasonGood Reason (as defined below) at any time during the Term by written notice to the Company. Any termination by Executive of his employment under the following circumstances “Good Reason” shall be deemed to be for good reason and shall be deemed to be a breach of this Agreement by the Company: limited to: (i) Any a reduction in the Executive’s Base Salary or bonus opportunity or a termination or material reduction of any employee benefit or material perquisite enjoyed by him without his prior written consent or failure to pay any of the foregoing when due without the Executive’s prior written consent, in each case other than as part of an across-the-board reduction, change or suspension applicable to substantially all key executives of the Company or its successor entity as applicable; (ii) a material diminution in the Executive’s title, duties and responsibilities as set forth in paragraph 3, without his prior written consent or any action by the Board that unreasonably interferes with or materially impairs Executive’s ability to function as the Chief Executive Officer of the Company; (iii) a relocation of the Company’s principal office to a location that would require an increase in the Executive’s one-way commute by more than 25 miles as compared to its location on the Commencement Date (or from such other location to which the Executive has consented after the Commencement Date); (iv) any change in the reporting structure applicable to the Executive such that the Executive is required to report to any person, entity or body other than the Board without Executive’s prior written consent; or (v) any other material breach of this Agreement by the Company. To be entitled to use this paragraph 6(b), including but not limited the Executive must provide written notice of the event or change he considers constitutes “Good Reason” within 30 calendar days following its occurrence, and to any attempt by the extent curable, must provide the Company to terminate the employment of Executive for any reason other than as set forth in Paragraph (b) of this paragraph or if, without his express written consent, Executive is assigned duties inconsistent with his positions, duties, responsibilities, or status with the Company and its subsidiaries in effect as of the date of this Agreement, or if his reporting responsibilities, title or offices as in effect immediately prior to the date of this Agreement are changed, or if Executive is removed from or not re-elected to any of such positions, except in connection with the termination of his employment pursuant to Paragraph (b) of this paragraph, or as a result of his death or substantial disability; (ii) If the Base Salary, in effect as of the date of this Agreement and as the same may be increased from time to time pursuant to this Agreement, is reduced, or if the Company fails to increase the Base Salary in accordance this Agreement; (iii) If the Company reduces in amount or scope, or fails to continue to provide to Executive or his beneficiaries any or all of the benefits described in this Agreement; (iv) If the Company's principal executive offices are moved to a location outside the United States, or if the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business of the Company to an extent substantially consistent with his business travel obligations in effect immediately prior to the date of this Agreement; or (v) If, without the prior written consent of Executive, at any time after the date hereof, any of the following occurs: (A) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 30% or more of either the then outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company having general voting power in electing the Board of Directors of the Company (the "Outstanding Company voting Securities"); or (B) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election, by the Company's stockholders was approved by a vote period of at least a majority of 30 calendar days to cure the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Boardevent or change, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company ormust, if requestedthe Good Reason persists, of any subsidiary; or, if nominated, he is not elected by actually resign within 90 calendar days following the stockholders; event or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so electedchange.

Termination for Good Reason. The Executive shall be entitled to terminate his have a Good Reason for terminating employment for good reason. Any termination by Executive with the Company only if one or more of his employment under the following circumstances shall be deemed to be for good reason and shall be deemed to be occurs after a breach of this Agreement by the CompanyChange in Control: (ia) Any material breach a change in the Executive's status or position (including for this purpose a change in the principal place of this Agreement by the Executive's employment on a basis that does not conform with the Company's present policies for executive relocation, including but not limited excluding required travel on the Company's business to any attempt by an extent substantially consistent with the Executive's present business travel obligations) with the Company to terminate that, in the employment of Executive for any reason other than as set forth Executive's reasonable judgment, represents an adverse change from the Executive's status or position in Paragraph effect immediately before the Change in Control; (b) the assignment to the Executive of this paragraph any duties or ifresponsibilities that, without his express written consentin the Executive's reasonable judgment, Executive is assigned duties are inconsistent with his positions, duties, responsibilities, the Executive's status or status with the Company and its subsidiaries in effect as of the date of this Agreement, or if his reporting responsibilities, title or offices as position in effect immediately prior to before the date Change in Control; (c) layoff or involuntary termination of this Agreement are changed, or if Executive is removed from or not re-elected to any of such positionsthe Executive's employment, except in connection with the termination of his the Executive's employment pursuant to Paragraph (b) of this paragraph, for Cause or as a result of his the Executive's Disability, death or substantial disabilityretirement; (iid) If a reduction by the Base Salary, Company in the Executive's total compensation as in effect as at the time of the date of Change in Control (which shall be deemed, for this Agreement and purpose, to be equal to his base salary plus the most recent award that he has earned under the Company's Management Incentive Plan, as amended from time to time, or any successor thereto (the "MIP")) or as the same may be increased from time to time pursuant to this Agreement, is reduced, or if the Company fails to increase the Base Salary in accordance this Agreementtime; (iiie) If the failure by the Company reduces in amount or scope, or fails to continue to provide to in effect any Plan in which the Executive or his beneficiaries any or all is participating at the time of the benefits described Change in this AgreementControl (or plans or arrangements providing the Executive with substantially equivalent benefits) other than as a result of the normal expiration of any such Plan in accordance with its terms as in effect at the time of the Change in Control; (ivf) If the Company's principal executive offices are moved to a location outside the United States, any action or if inaction by the Company requires Executive without his agreement to be based anywhere other than that would adversely affect the CompanyExecutive's principal executive offices except for required travel continued participation in any Plan on business of the Company to an extent substantially consistent with his business travel obligations in effect immediately prior to the date of this Agreement; or (v) If, without the prior written consent of Executive, at any time after the date hereof, any of the following occurs: (A) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 30% or more of either the then outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company having general voting power in electing the Board of Directors of the Company (the "Outstanding Company voting Securities"); or (B) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election, by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so elected.favorable

Termination for Good Reason. Notwithstanding the foregoing, in the event that the Executive resigns for Good Reason (as defined below), the Company shall be entitled obligated to terminate his employment fulfill its obligations to pay Executive’s compensation for good reasonthe remaining portion of Executive’s Employment Term as provided by Section 8.00. Any termination of this Agreement. As used herein for purposes of this Agreement, "Good Reason" shall mean: (i) failure by the Company to pay the Executive's salary other than as provided or permitted herein, or (ii) a reduction in Executive's benefits, except for a reduction which is applicable to all participants in such plans, or (iii) a request by the Company to the Executive to take or to refrain from taking some action which would result in a violation of law or regulation by the Company or the Executive, (iv) failure of the Company to comply with any of the terms and conditions of this Agreement, (v) the assignment to Executive of any duties inconsistent in any respect with Section 1.00 of this Agreement or any other action that results in the dimunition in Executive’s position, authority, duties or responsibilities, other than an isolated, inadvertent action by the Company not aken in bad faith, and (vi) the Company requiring the Executive to relocate outside of the area of his employment under without his prior consent. Unless the following circumstances Executive provides written notification of his intention to resign within twenty (20) business days after the Executive knows or has reason to know of the occurrence of any such event constituting Good Reason, the Executive shall be deemed to be have consented thereto and such event shall no longer constitute Good Reason for good reason and shall be deemed to be a breach purposes of this Agreement by Agreement. If the Company: Executive provides such written notice to the Company shall have twenty (i20) Any material breach business days from the date of this Agreement by receipt of such notice to effect a cure of the Companyevent described therein and, including but not limited to any attempt upon cure thereof by the Company to terminate the employment of Executive for any reason other than as set forth in Paragraph (b) of this paragraph or if, without his express written consent, Executive is assigned duties inconsistent with his positions, duties, responsibilities, or status with the Company and its subsidiaries in effect as reasonable satisfaction of the date Executive, such event shall no longer constitute Good Reason for purposes of this Agreement, or if his reporting responsibilities, title or offices as in effect immediately prior to the date of this Agreement are changed, or if Executive is removed from or not re-elected to any of such positions, except in connection with the termination of his employment pursuant to Paragraph (b) of this paragraph, or as a result of his death or substantial disability; (ii) If the Base Salary, in effect as of the date of this Agreement and as the same may be increased from time to time pursuant to this Agreement, is reduced, or if the Company fails to increase the Base Salary in accordance this Agreement; (iii) If the Company reduces in amount or scope, or fails to continue to provide to Executive or his beneficiaries any or all of the benefits described in this Agreement; (iv) If the Company's principal executive offices are moved to a location outside the United States, or if the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business of the Company to an extent substantially consistent with his business travel obligations in effect immediately prior to the date of this Agreement; or (v) If, without the prior written consent of Executive, at any time after the date hereof, any of the following occurs: (A) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 30% or more of either the then outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company having general voting power in electing the Board of Directors of the Company (the "Outstanding Company voting Securities"); or (B) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election, by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so elected.

Termination for Good Reason. Executive's employment pursuant to this Agreement may be terminated by the Executive shall be entitled to terminate for "good reason" if the Executive voluntarily terminates his employment for good reason. Any termination by Executive as a result of his employment under any of the following circumstances shall be deemed to be for good reason and shall be deemed to be a breach of this Agreement by the Companyfollowing: (ia) Any material breach Without the Executive's prior written consent, a reduction in his then current Base Salary; (b) The taking of this Agreement by the Company, including but not limited to any attempt action by the Company to terminate that would substantially diminish the employment aggregate value of the benefits provided the Executive for any reason other than as set forth under the Executive's medical, health, accident, disability insurance, life insurance, thrift and retirement plans in Paragraph (b) of this paragraph or if, without his express written consent, Executive is assigned duties inconsistent with his positions, duties, responsibilities, or status with the Company and its subsidiaries in effect as of which he was participating on the date of this Agreement, if any, other than any such reduction which is (i) required by law, (ii) implemented in connection with a general concessionary arrangement affecting all employees or affecting the group of employees (senior management) of which the Executive is a member or (iii) generally applicable to all beneficiaries of such plans; (c) Without Executive's prior written consent, a relocation of the Executive's place of employment outside of Orange County, California; (d) Resignation as a result of unlawful discrimination, as evidenced by a final court order; (e) A reduction in duties and responsibilities which results in the Executive no longer having duties customary for a Chief Executive Officer; (f) The Company materially breaches any provision of this Agreement and such breach continues uncorrected for a period of thirty (30) days after written notice of the occurrence thereof from Executive to the Board of Directors; or (g) A Change of Control shall have occurred. A " Change in Control" shall be deemed to have occurred if his reporting responsibilities(i) there shall be consummated (x) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company's Common Stock would be converted into cash, title securities or offices as other property, other than a merger of the Company in effect which the holders of the Company's Common Stock immediately prior to the date merger have substantially the same proportionate ownership of this Agreement are changedat least 80% of common stock of the surviving corporation immediately after the merger, or if Executive is removed from (y) any sale, lease, exchange or not re-elected to any other transfer (in one transaction or a series of such positions, except in connection with the termination of his employment pursuant to Paragraph (brelated transactions) of this paragraphall, or as a result substantially all, of his death or substantial disability; the assets of the Company, (ii) If the Base Salary, in effect as stockholders of the date Company approve any plan or proposal for the liquidation or dissolution of this Agreement and as the same may be increased from time to time pursuant to this AgreementCompany, is reduced, or if the Company fails to increase the Base Salary in accordance this Agreement; (iii) If the Company reduces any person (as such term is used in amount or scope, or fails to continue to provide to Executive or his beneficiaries any or all of the benefits described in this Agreement; (ivSections 13(d) If the Company's principal executive offices are moved to a location outside the United States, or if the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business of the Company to an extent substantially consistent with his business travel obligations in effect immediately prior to the date of this Agreement; or (v) If, without the prior written consent of Executive, at any time after the date hereof, any of the following occurs: (A) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall become the beneficial owner (within the meaning of 30Rule 13d-3 under the Exchange Act) of 20% or more of either the then Company's outstanding shares of Common Stock (other than any such person who had record or beneficial ownership of at least 20% of the Company Company's outstanding shares of Common Stock on the date hereof), or (iv) during any period of two consecutive years during the "Outstanding Company Common Stock") or term of this Agreement, individuals who at the combined voting power beginning of the then outstanding voting securities of two year period constituted the Company having general voting power in electing the entire Board of Directors of the Company (the "Outstanding Company voting Securities"); or (B) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease do not for any reason to constitute at least a majority of thereof unless the Board of Directors, provided, however, that any individual becoming a director subsequent to the date hereof whose election, or the nomination for election, election by the Company's stockholders stockholders, of each new director was approved by a vote of at least a majority two-thirds of the directors then comprising still in office who were directors at the Incumbent Board shall be considered as though such individual was a member beginning of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so electedperiod.

Termination for Good Reason. The Executive shall be entitled to terminate his have a Good Reason for terminating employment for good reason. Any termination by Executive with the Company only if one or more of his employment under the following circumstances shall be deemed to be for good reason and shall be deemed to be occurs after a breach of this Agreement by the CompanyChange in Control: (ia) Any material breach a change in the Executive's status or position (including for this purpose a change in the principal place of this Agreement by the Executive's employment on a basis that does not conform with the Company's present policies for executive relocation, including but not limited excluding required travel on the Company's business to any attempt by an extent substantially consistent with the Executive's present business travel obligations) with the Company to terminate that, in the employment of Executive for any reason other than as set forth Executive's reasonable judgment, represents an adverse change from the Executive's status or position in Paragraph effect immediately before the Change in Control; (b) the assignment to the Executive of this paragraph any duties or ifresponsibilities that, without his express written consentin the Executive's reasonable judgment, Executive is assigned duties are inconsistent with his positions, duties, responsibilities, the Executive's status or status with the Company and its subsidiaries in effect as of the date of this Agreement, or if his reporting responsibilities, title or offices as position in effect immediately prior to before the date Change in Control; (c) layoff or involuntary termination of this Agreement are changed, or if Executive is removed from or not re-elected to any of such positionsthe Executive's employment, except in connection with the termination of his the Executive's employment pursuant to Paragraph (b) of this paragraph, for Cause or as a result of his the Executive's Disability, death or substantial disabilityretirement; (iid) If a reduction by the Base Salary, Company in the Executive's total compensation as in effect as at the time of the date of Change in Control (which shall be deemed, for this Agreement and purpose, to be equal to his base salary plus the most recent award that he has earned under the Company's Management Incentive Plan, as amended from time to time, or any successor thereto (the "MIP")) or as the same may be increased from time to time pursuant to this Agreement, is reduced, or if the Company fails to increase the Base Salary in accordance this Agreementtime; (iiie) If the failure by the Company reduces in amount or scope, or fails to continue to provide to in effect any Plan in which the Executive or his beneficiaries any or all is participating at the time of the benefits described Change in this AgreementControl (or plans or arrangements providing the Executive with substantially equivalent benefits) other than as a result of the normal expiration of any such Plan in accordance with its terms as in effect at the time of the Change in Control; (ivf) If any action or inaction by the Company that would adversely affect the Executive's continued participation in any Plan on at least as favorable a basis as was the case at the time of the Change in Control, or that would materially reduce the Executive's benefits in the future under the Plan or deprive him if any material benefits that he enjoyed at the time of the Change in Control, except to the extent that such action or inaction by the Company is required by the terms of the Plan as in effect immediately before the Change in Control, or is necessary to comply with applicable law or to preserve the qualification of the Plan under section 401(a) of the Internal Revenue Code (the "Code"), and except to the extent that the Company provides the Executive with substantially equivalent benefits; (g) the Company's principal executive offices are moved failure to a location outside obtain the United States, or if express assumption of this Agreement by any successor to the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business of as provided by Section 6.3 hereof; (h) any material violation by the Company to an extent substantially consistent with his business travel obligations in effect immediately prior to the date of any agreement (including this Agreement) between it and the Executive; or (vi) Ifthe failure by the Company, without the prior written consent Executive's consent, to pay to him any portion of Executivehis current compensation, at or to pay to the Executive any time after the date hereofportion of any deferred compensation, any of the following occurs: (A) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 30% or more of either the then outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company having general voting power in electing the Board of Directors of the Company (the "Outstanding Company voting Securities"); or (B) Individuals who, as 30 days of the date hereof, constitute the Board of Directors of Executive notifies the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided, however, that any individual becoming a director subsequent to such compensation payment is past due. Notwithstanding the date hereof whose electionforegoing, or nomination for election, no action by the Company's stockholders was approved by Company shall give rise to a vote of at least a majority of Good Reason if it results from the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so elected.Executive's

Termination for Good Reason. Executive shall be entitled to terminate his employment A Termination for good reason. Any Good Reason means a termination by Executive of his employment under by written notice given within ninety (90) days after the following circumstances shall be deemed to be for good reason and shall be deemed to be a breach of this Agreement by the Company: (i) Any material breach of this Agreement by the Company, including but not limited to any attempt by the Company to terminate the employment of Executive for any reason other than as set forth in Paragraph (b) of this paragraph or if, without his express written consent, Executive is assigned duties inconsistent with his positions, duties, responsibilities, or status with the Company and its subsidiaries in effect as occurrence of the date of this AgreementGood Reason event, or if his reporting responsibilities, title or offices as in effect immediately unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 9(d) hereof). For purposes of this Agreement are changedAgreement, "Good Reason" shall mean the occurrence or if Executive is removed from or not re-elected failure to cause the occurrence, as the case may be, without Executive's express written consent, of any of such the following circumstances: (i) any material diminution of Executive's positions, duties or responsibilities hereunder (except in each case in connection with the termination of his Executive's employment pursuant to Paragraph (b) of this paragraph, for Cause or Disability or as a result of his death Executive's death, or substantial disability; temporarily as a result of Executive's illness or other absence), or, the assignment to Executive of duties or responsibilities that are inconsistent with Executive's then position; (ii) If removal of, or the Base Salarynonreelection of, in effect as the Executive from officer positions with the Company specified herein without election to a higher position or removal of the date Executive from any of this Agreement and as his then officer positions; (iii) a relocation of the same 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 the Executive's residence at the time of relocation; (iv) a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate (the "Bonus Plans"), provided that any such Bonus Plans may be increased modified at the Company's discretion from time to time pursuant 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 (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, is reduced, including without limitation Section 14 hereof; (vi) Executive's removal from or if failure to be elected or reelected to the Board; or (vii) failure of any successor to the Company fails (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to increase the Base Salary assume in accordance this Agreement; (iii) If the Company reduces in amount or scope, or fails to continue to provide a writing delivered to Executive or his beneficiaries any or all of upon the benefits described in this Agreement; (iv) If assignee becoming such, the Company's principal executive offices are moved to a location outside the United States, or if the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business obligations of the Company to an extent substantially consistent with his business travel obligations in effect immediately prior to the date of this Agreement; or (v) If, without the prior written consent of Executive, at any time after the date hereof, any of the following occurs: (A) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 30% or more of either the then outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company having general voting power in electing the Board of Directors of the Company (the "Outstanding Company voting Securities"); or (B) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election, by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so electedhereunder.

Termination for Good Reason. (a) The Executive shall be entitled to may terminate his employment for good reasonGood Reason (as defined below) by giving the President thirty (30) days' written notice of termination, stating in reasonable detail that facts and circumstances claimed to provide a basis for such termination. Any In the event of termination by for Good Reason, the Company shall pay and provide to the Executive the amounts and benefits set forth in Section 6.4 hereof in the manner specified therein. With the exceptions of his employment the foregoing obligations of the Company and the Executive's covenants contained in Section 7 herein (which shall survive such termination), the Company and the Executive hereafter shall have no further obligations under this Agreement. (b) Good Reason shall mean, without the following circumstances shall be deemed to be for good reason and shall be deemed to be a breach Executive's express written consent, the occurrence of this Agreement by any one or more of the Companyfollowing: (i) Any material breach The assignment to the Executive of this Agreement by the Company, including but not limited to any attempt by the Company to terminate the employment of Executive for any reason other than as set forth in Paragraph (b) of this paragraph or if, without his express written consent, Executive is assigned duties inconsistent with his positions, duties, responsibilities, status as a senior executive of the Company or an Affiliate of the Company or a substantial reduction in the nature or status with the Company and its subsidiaries in effect as of the date of this Agreement, or if his reporting responsibilities, title or offices as Executive's responsibilities from those set forth in effect immediately prior to the date of this Agreement are changed, or if Executive is removed from or not re-elected to any of such positions, except in connection with the termination of his employment pursuant to Paragraph (b) of this paragraph, or as a result of his death or substantial disability;Section 2 hereof. (ii) If A reduction by the Company in the Executive's Base SalarySalary payable under Section 4.1 hereof, in effect as of the date of this Agreement and as the same may be increased from time to time pursuant to this Agreement, is reduced, or if the Company fails to increase the Base Salary in accordance this Agreementtime; (iii) If The Company's requiring the Company reduces in amount or scope, or fails Executive to continue to provide to Executive or his beneficiaries any or all be based at a location which is more than fifty (50) miles from the current principal location of the benefits described in this AgreementExecutive's employment; (iv) If the Company's principal executive offices are moved to a location outside the United States, or if The failure by the Company requires to continue to provide the Executive without his agreement with the incentive compensation and benefits set forth in Section 4 hereof; (v) The failure by the Company to be based anywhere other than pay the CompanyExecutive any portion of the Executive's principal executive offices except for required travel on business current cash compensation, when due; (vi) The failure of the Company to an extent substantially consistent with his business travel obligations obtain a satisfactory agreement from any successor to assume and agree to perform the Agreement, as contemplated in effect immediately prior to the date of this AgreementSection 9.1 hereof; or (vvii) If, without the prior written consent of Executive, at any time after the date hereof, any Any purported termination of the following occurs: (A) The acquisition, other than from Executive's employment which does not comply with the Company, by any individual, entity or group (within the meaning applicable provisions of Section 13(d)(36 of this Agreement, and, for purposes of the Agreement, no such purported termination shall be effective. Notwithstanding the foregoing, none of the events described in clauses (i) or 14(d)(2through (vii) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 30% or more of either the then outstanding shares of Common Stock of this Section 6.6(b) shall constitute Good Reason unless Executive shall have notified the Company (in writing describing the "Outstanding Company Common Stock") or the combined voting power of the events which constitute Good Reason and then outstanding voting securities of only if the Company having general voting power in electing the Board of Directors of the Company shall have failed to cure such event within thirty (the "Outstanding Company voting Securities"); or (B30) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election, by days after the Company's stockholders was approved receipt of such written notice. (c) The Executive's right to terminate employment for Good Reason shall not be affected by a vote of at least a majority the Executive's incapacity due to physical or mental illness. However, the Executive's failure to assert Good Reason within six (6) months from the time he had knowledge of the directors then comprising the Incumbent Board circumstance constituting Good Reason shall be considered as though such individual was constitute a member waiver of the Incumbent Board, but excluding, his right to terminate employment for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation Good Reason with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so electedevent.

Termination for Good Reason. Executive shall be entitled to terminate his employment A Termination for good reason. Any Good Reason means a termination by Executive by written notice given within sixty (60) days after the occurrence of his employment under the following circumstances shall be deemed to be for good reason and shall be deemed to be a breach Good Reason event. For purposes of this Agreement by Agreement, "Good Reason" shall mean the Company: (i) Any material breach of this Agreement by occurrence or failure to cause the Companyoccurrence, including but not limited to any attempt by as the Company to terminate the employment of Executive for any reason other than as set forth in Paragraph (b) of this paragraph or ifcase may be, without his Executive's express written consent, Executive is assigned duties inconsistent with his positions, duties, responsibilities, or status with the Company and its subsidiaries in effect as of any of the date of this Agreementfollowing circumstances, or if his reporting responsibilities, title or offices as in effect immediately unless such circumstances are fully corrected prior to the date of this Agreement are changed, or if Executive is removed from or not re-elected to termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d) hereof): (i) any material diminution of such Executive's positions, duties or responsibilities hereunder (except in each case in connection with the termination of his Executive's employment pursuant to Paragraph (b) of this paragraph, for Cause or Disability or as a result of his death Executive's death, or substantial disability; temporarily as a result of Executive's illness or other absence), or the assignment to Executive of duties or responsibilities that are inconsistent with Executive's position; (ii) If removal of Executive from, or the Base Salarynon reelection of Executive to, the positions with the Company specified herein; (iii) a relocation of Executive away from Executive's office in effect as of Greenwich, CT (except to elsewhere in the date of this Agreement and as New York City area); (iv) a failure by the same Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate (the "Bonus Plans"), provided that any such Bonus Plans may be increased modified at the Company's discretion from time to time pursuant 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 (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 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 material provision of this Agreement, is reduced, or if ; (vi) a failure of any successor to the Company fails to increase the Base Salary assume in accordance this Agreement; (iii) If the Company reduces in amount or scope, or fails to continue to provide a writing delivered to Executive or his beneficiaries any or all of upon the benefits described in this Agreement; (iv) If assignee becoming such the Company's principal executive offices are moved to a location outside the United States, or if the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business obligations of the Company hereunder; or (vii) a failure of the Committee to grant Executive an extent substantially consistent award of Options in accordance with his business travel obligations in effect immediately Section 4 hereof, unless the applicable circumstances under (i) through (vii) are fully corrected prior to the date of this Agreement; or (v) If, without the prior written consent of Executive, at any time after the date hereof, any of the following occurs: (A) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 30% or more of either the then outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company having general voting power in electing the Board of Directors of the Company (the "Outstanding Company voting Securities"); or (B) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election, by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally termination specified in the election notice of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated termination for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so electedGood Reason.

Termination for Good Reason. Due to a Change of Control or Without Cause. (i) If Executive terminates Executive's employment under this Agreement for "good reason" (as defined in subsection 1.07(a)(ii), below), or during the 180-day period following the date of the occurrence of a "Change of Control" (as defined in subsection 1.07(a)(iii), below) of Block, or if the Company terminates Executive's employment under this Agreement for any reason other than for "cause" (as defined in subsection 1.07(a)(iv), below) then, upon any such termination of Executive's employment and conditioned on Executive's execution of an agreement with the Company under which Executive releases all known and potential claims against Block, the Company, and Affiliates, the Company will provide Executive with Executive's election (the "Change of Control Election") of the same level of severance compensation and benefits as would be provided under the H&R Block Severance Plan (the "Severance Plan") as the Severance Plan exists either (A) on the date of this Agreement or (B) on Executive's last day of active employment by the Company or any Affiliate (the "Last Day of Employment"), as if Executive had incurred a "Qualifying Termination" (as such term is defined in the Severance Plan); provided, however, that if Executive terminates Executive's employment under this Agreement during the 180-day period following the date of the occurrence of a "Change of Control" of Block, (1) the "Severance Period" (as such term is defined in the Severance Plan) will be 24 months, notwithstanding any provision in the Severance Plan to the contrary, (2) Executive will be credited with 24 "Years of Service" (as such term is defined in the Severance Plan) for the purpose of determining severance compensation under Section 4(a)(i) of the Severance Plan as it exists on the date of this Agreement or the comparable section of the Severance Plan as it exists on Executive's Last Day of Employment, notwithstanding any provision in the Severance Plan to the contrary, (3) Executive will receive an amount equal to Executive's most recent payment under the H&R Block Short-Term Incentive Plan and the discretionary short-term incentive program (except in the case of a "Change of Control" that occurs in calendar year 2002, in which case Executive will receive $192,500) in lieu of any amount calculated under Section 4(a)(ii) of the Severance Plan as it exists on the date of this Agreement or the comparable section of the Severance Plan as it exists on Executive's Last Day of Employment to be paid out over the Severance Period, and (4) any nonvested portion of stock options or nonvested Restricted Shares awarded pursuant to Sections 1.03(c)(i) and 1.03(d) of this Agreement shall immediately vest on Executive's Last Day of Employment notwithstanding any provision in the Severance Plan to the contrary. In the event Executive terminates Executive's employment under this Agreement during the 180-day period following the date of the occurrence of a "Change of Control" of Block, all restrictions on any Restricted Shares awarded to Executive, other than the Restricted Shares awarded pursuant to Section 1.03(d) of this Agreement, that would have vested in accordance with their terms by reason of lapse of time within 18 months after the effective date of the termination of employment (absent such termination of employment) shall terminate (and such Restricted Shares shall be entitled to terminate his fully vested) and any Restricted Shares that would not have vested in accordance with their terms by reason of lapse of time within 18 months after the effective date of termination of employment shall be forfeited. In the event of the termination of employment by Executive for good reason. Any , or the termination of employment by Executive the Company for any reason other than for "cause," all restrictions on any Restricted Shares awarded to Executive, including the Restricted Shares awarded pursuant to Section 1.03(d) of his this Agreement, that would have vested in accordance with their terms by reason of lapse of time within 18 months after the effective date of the termination of employment under the following circumstances (absent such termination of employment) shall terminate (and such Restricted Shares shall be deemed fully vested) and any Restricted Shares that would not have vested in accordance with their terms by reason of lapse of time within 18 months after the effective date of termination of employment shall be forfeited. The Severance Plan as it exists on the date of this Agreement is attached hereto as Exhibit A. Executive must notify the Company in writing within 5 business days after Executive's Last Day of Employment of Executive's Change of Control Election. Severance compensation and benefits provided under this Section 1.07(c) will terminate immediately if Executive violates Sections 3.02, 3.03, or 3.05 of this Agreement or becomes reemployed with the Company or an Affiliate. (ii) For the purpose of this subsection, "good reason" shall mean: (A) Any material diminution in Executive's duties, responsibilities, or authority as set forth in this Agreement unless such diminution is a result of or due to the revocation or suspension without reinstatement within 180 days after such revocation or suspension of any license required by law, regulation, or rule governing broker/dealers or investment advisors to be for good reason and shall be deemed to be a held by the President and/or Chief Executive Officer of the Company; or (B) Any other material breach of this Agreement by the Company which is not remedied by the Company within a reasonable period of time not to exceed 30 days after the Company: 's receipt of written notice of the breach from Executive. To the extent that this Agreement or any agreement referred to herein imposes an obligation on Block or otherwise requires that Block take (ior refrain from taking) Any any action, any material breach of such obligation or requirement by Block shall be treated as a material breach of this Agreement by the Company, including but not limited to any attempt by the Company to terminate the employment of Executive for any reason other than as set forth in Paragraph (b) of this paragraph or if, without his express written consent, Executive is assigned duties inconsistent with his positions, duties, responsibilities, or status with the Company and its subsidiaries in effect as of the date of this Agreement, or if his reporting responsibilities, title or offices as in effect immediately prior to the date of this Agreement are changed, or if Executive is removed from or not re-elected to any of such positions, except in connection with the termination of his employment pursuant to Paragraph (b) of this paragraph, or as a result of his death or substantial disability; (ii) If the Base Salary, in effect as of the date of this Agreement and as the same may be increased from time to time pursuant to this Agreement, is reduced, or if the Company fails to increase the Base Salary in accordance this Agreement;. (iii) If For the Company reduces in amount or scope, or fails to continue to provide to Executive or his beneficiaries any or all of the benefits described in this Agreement; (iv) If the Company's principal executive offices are moved to a location outside the United States, or if the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business of the Company to an extent substantially consistent with his business travel obligations in effect immediately prior to the date purpose of this Agreement; or (v) Ifsubsection, without the prior written consent a "Change of Executive, at any time after the date hereof, any of the following occursControl" means: (A) The the acquisition, other than from the CompanyBlock, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), of 30beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either the then outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of Block entitled to vote generally in the Company having general voting power in electing the Board election of Directors directors, but excluding, for this purpose, any such acquisition by Block or any of its subsidiaries, or any employee benefit plan (or related trust) of Block or its subsidiaries, or any corporation with respect to which, following such acquisition, more than 50% of the Company (then outstanding voting securities of such corporation entitled to vote generally in the "Outstanding Company election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the voting Securities")securities of Block immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then outstanding voting securities of Block entitled to vote generally in the election of directors, as the case may be; or (B) Individuals individuals who, as of the date hereof, constitute the Board of Directors of Block (generally, the Company ("Board," and as of the date hereof, the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of DirectorsBoard, provided, however, provided that any individual or individuals becoming a director subsequent to the date hereof hereof, whose election, or nomination for electionelection by Block's shareholders, by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising Board (or nominating committee of the Incumbent Board shall Board) will be considered as though such individual was were a member or members of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors directors of the Company Block (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or completion of a reorganization, merger or consolidation approved by the shareholders of Block, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities voting securities of Block immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 3050% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, or a complete liquidation or dissolution of Block, as approved by the case shareholders of Block, or the sale or other disposition of all or substantially all of the assets of Block, as approved by the shareholders of Block. (iv) For the purpose of this subsection, "cause" shall mean any one or more of the following grounds: (A) Executive's gross misconduct that interferes with or prejudices the proper conduct of the business of Block, the Company or any Affiliate or which may bereasonably result in material harm to the reputation of Block, the Company and/or any Affiliate; or (B) Executive's commission of an act materially and demonstrably detrimental to the good will of Block or any subsidiary of Block, which act constitutes gross negligence or willful misconduct by Executive in the performance of Executive's material duties to Block or such subsidiary; or (C) Commission by Executive of any act of dishonesty or breach of trust resulting or intending to result in material personal gain or enrichment of Executive at the expense of Block or any subsidiary of Block; or (D) Executive's violation of Article Two or Three of this Agreement; or (E) Executive's conviction of a misdemeanor (involving an act of moral turpitude) or a felony; or (F) Executive's disobedience, insubordination or material failure to discharge Executive's duties; or (G) The revocation or suspension of any license required by law, regulation, or rule governing broker/dealers or investment advisors to be held by the President and/or Chief Executive is not nominated for a directorship Officer of the Company without reinstatement by the end of 180 days after such revocation or suspension; or (H) Executive's suspension by the Internal Revenue Service from participation in the Electronic Filing Program; or (I) The inability of Executive, if requestedBlock, the Company, and/or an Affiliate to participate, in whole or in part, in any activity subject to governmental regulation as the result of any subsidiaryaction or inaction on the part of Executive, as described in Section 1.02(b); or, if nominated, he is not elected (J) Executive's death or total and permanent disability. The term "total and permanent disability" will have the meaning ascribed thereto under any long-term disability plan maintained by the stockholders; Company or if there appears to either Executive or Block for executives of the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so electedCompany.

Termination for Good Reason. Executive's employment pursuant to this Agreement may be terminated by the Executive shall be entitled to terminate for "good reason" if the Executive voluntarily terminates his employment for good reason. Any termination by Executive as a result of his employment under any of the following circumstances shall be deemed to be for good reason and shall be deemed to be a breach of this Agreement by the Companyfollowing: (ia) Any material breach Without the Executive's prior written consent, a reduction in his then current Base Salary; (b) The taking of this Agreement by the Company, including but not limited to any attempt action by the Company to terminate that would substantially diminish the employment aggregate value of the benefits provided the Executive for any reason other than as set forth under the Executive's medical, health, accident, disability insurance, life insurance, thrift and retirement plans in Paragraph (b) of this paragraph or if, without his express written consent, Executive is assigned duties inconsistent with his positions, duties, responsibilities, or status with the Company and its subsidiaries in effect as of which he was participating on the date of this Agreement, if any, other than any such reduction which is (i) required by law, (ii) implemented in connection with a general concessionary arrangement affecting all employees or affecting the group of employees (senior management) of which the Executive is a member or (iii) generally applicable to all beneficiaries of such plans; (c) Without Executive's prior written consent, a relocation of the Executive's place of employment outside of Orange County, California; (d) Resignation as a result of unlawful discrimination, as evidenced by a final court order; (e) A reduction in duties and responsibilities which results in the Executive no longer having duties customary for a Vice-President and Secretary; (f) The President, Chief Executive Officer or Chairman of the Company is replaced for any reason; (g) The Company materially breaches any provision of this Agreement and such breach continues uncorrected for a period of thirty (30) days after written notice of the occurrence thereof from Executive to the Board of Directors; or (h) A Change of Control shall have occurred. A " Change in Control" shall be deemed to have occurred if his reporting responsibilities(i) there shall be consummated (x) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company's Common Stock would be converted into cash, title securities or offices as other property, other than a merger of the Company in effect which the holders of the Company's Common Stock immediately prior to the date merger have substantially the same proportionate ownership of this Agreement are changedat least 80% of common stock of the surviving corporation immediately after the merger, or if Executive is removed from (y) any sale, lease, exchange or not re-elected to any other transfer (in one transaction or a series of such positions, except in connection with the termination of his employment pursuant to Paragraph (brelated transactions) of this paragraphall, or as a result substantially all, of his death or substantial disability; the assets of the Company, (ii) If the Base Salary, in effect as stockholders of the date Company approve any plan or proposal for the liquidation or dissolution of this Agreement and as the same may be increased from time to time pursuant to this AgreementCompany, is reduced, or if the Company fails to increase the Base Salary in accordance this Agreement; (iii) If the Company reduces any person (as such term is used in amount or scope, or fails to continue to provide to Executive or his beneficiaries any or all of the benefits described in this Agreement; (ivSections 13(d) If the Company's principal executive offices are moved to a location outside the United States, or if the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business of the Company to an extent substantially consistent with his business travel obligations in effect immediately prior to the date of this Agreement; or (v) If, without the prior written consent of Executive, at any time after the date hereof, any of the following occurs: (A) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall become the beneficial owner (within the meaning of 30Rule 13d-3 under the Exchange Act) of 20% or more of either the then Company's outstanding shares of Common Stock (other than any such person who had record or beneficial ownership of at least 20% of the Company Company's outstanding shares of Common Stock on the date hereof), or (iv) during any period of two consecutive years during the "Outstanding Company Common Stock") or term of this Agreement, individuals who at the combined voting power beginning of the then outstanding voting securities of two year period constituted the Company having general voting power in electing the entire Board of Directors of the Company (the "Outstanding Company voting Securities"); or (B) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease do not for any reason to constitute at least a majority of thereof unless the Board of Directors, provided, however, that any individual becoming a director subsequent to the date hereof whose election, or the nomination for election, election by the Company's stockholders stockholders, of each new director was approved by a vote of at least a majority two-thirds of the directors then comprising still in office who were directors at the Incumbent Board shall be considered as though such individual was a member beginning of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so electedperiod.

Termination for Good Reason. After he has been appointed to his position and has begun working for the Company, Executive may terminate employment for Good Reason (as defined in this section). If Executive terminates employment for Good Reason Executive shall be entitled to terminate his employment for good reasonall of the payments described in Section 5.06 pertaining to an Involuntary Termination Without Cause. Any termination by Executive “Good Reason” means without the Executive’s express prior written consent, the occurrence of his employment under any one or more of the following circumstances shall be deemed to be for good reason and shall be deemed to be a breach events during the term of this Agreement by and which is not corrected to 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 compared to those in effect when he begins working for the Company (i) 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 controlling interest therein to a third Initials Date party shall not constitute such a material reduction as a result of the Company ceasing to be publicly traded or 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 relative level of coverage under the employee benefit or retirement plans, policies, practices or arrangements as in effect on the effective date of this Agreement, both in terms of the amount of benefits provided and the relative level of the Executive’s participation. 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 the extent needed to 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 by the Company, including but not limited failure to make any attempt by the Company to terminate the employment of Executive for any reason other than as set forth in Paragraph (b) of this paragraph payment or if, without his express written consent, Executive is assigned duties inconsistent with his positions, duties, responsibilities, or status with the Company and its subsidiaries in effect as of the date of this Agreement, or if his reporting responsibilities, title or offices as in effect immediately prior to the date of grant provided under this Agreement are changed, when due by or if Executive is removed from on or not re-elected to any of such positions, except in connection with the termination of his employment pursuant to Paragraph (b) of this paragraph, or as a result of his death or substantial disability; (ii) If the Base Salary, in effect as of the date of this Agreement and as the same may be increased from time to time pursuant to this Agreement, is reduced, or if the Company fails to increase the Base Salary in accordance this Agreement; (iii) If the Company reduces in amount or scope, or fails to continue to provide to Executive or his beneficiaries any or all of the benefits described in this Agreement; (iv) If the Company's principal executive offices are moved to a location outside the United States, or if the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business of the Company to an extent substantially consistent with his business travel obligations in effect immediately prior to the date of this Agreement; or (v) If, without the prior written consent of Executive, at any time after the date hereof, any of the following occurs: (A) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 30% or more of either the then outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company having general voting power in electing the Board of Directors of the Company (the "Outstanding Company voting Securities"); or (B) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election, by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Approval by the stockholders of the Company of a complete liquidation or dissolution behalf of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so elected.

Termination for Good Reason. (a) The Executive may terminate this Agreement for Good Reason, provided she gives the Company prior written notice that Good Reason exists (the "Good Reason Notice"). For purposes of this Agreement, Good Reason shall be entitled to terminate his employment for good reason. Any termination by Executive mean one or more of his employment under the following circumstances shall be deemed to be for good reason and shall be deemed to be a breach of this Agreement by without the CompanyExecutive's prior written consent: (i) Any a material breach diminution of this Agreement by the Company, including but not limited to any attempt by the Company to terminate the employment of Executive for any reason other than as set forth in Paragraph (b) of this paragraph or if, without his express written consent, Executive is assigned duties inconsistent with his positions, duties, Executive's responsibilities, title, authority or status with the Company and its subsidiaries in effect as of the date of this Agreement, or if his reporting responsibilities, title or offices as in effect immediately prior to the date of this Agreement are changed, or if Executive is removed from or not re-elected to any of such positions, except in connection with the termination of his employment pursuant to Paragraph (b) of this paragraph, or as a result of his death or substantial disabilitystatus; (ii) If the Base Salary, in effect as failure of the date of this Agreement and as Company to pay the same may be increased from time to time pursuant to this Agreement, is reduced, or if the Company fails to increase the Base Salary in accordance Executive amounts when due under this Agreement; (iii) If the Company reduces in amount Executive's removal or scopedismissal from the position of President - Symphony Health Services, or fails to continue to provide to Inc. and/or Executive or his beneficiaries any or all of the benefits described in this Agreement;Vice President; or (iv) If a reduction in Salary or a material reduction in benefits (other than a reduction in Salary permitted by Section 2.1). Notwithstanding the foregoing, a termination on account of a reason described in this Section 3.3 (a)(i) - (iv), above, shall be deemed not to be for Good Reason unless the Executive (i) gives the Company the opportunity to cure the condition that purports to be Good Reason, and (ii) the Company fails to cure that condition within sixty (60) days after the receipt of the Good Reason Notice (or, with respect to the failure to make any payment when due to the Executive, within ten (10) days after the receipt of such notice). (b) For purposes of this Agreement, a "Change of Control" shall be deemed to occur if (i) there shall be consummated (x) any consolidation, reorganization or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company's principal executive offices are moved to common stock would be converted into cash, securities or other property, other than a location outside the United States, or if merger of the Company requires Executive without his agreement to be based anywhere other than in which the holders of the Company's principal executive offices except for required travel on business of the Company to an extent substantially consistent with his business travel obligations in effect common stock immediately prior to the date merger have the same proportionate ownership of this Agreement; or (v) If, without common stock of the prior written consent of Executive, at any time surviving corporation immediately after the date hereofmerger, or (y) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the following occurs: (A) The acquisition, other than from assets of the Company, or (ii) the stockholders of the Company shall approve any plan or proposal for liquidation or dissolution of the Company, or (iii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act, including any "group" (as defined in Section 13(d)(3) of the Exchange Act) (other than the Executive or any group controlled by any individual, entity or group the Executive)) shall become the beneficial owner (within the meaning of Section 13(d)(3) or 14(d)(2Rule 13d-3 under the Exchange Act) of the Securities Exchange Act of 1934, as amended twenty percent (the "Exchange Act"), of 30% 20%) or more of either the then Company's outstanding shares of Common Stock common stock (other than pursuant to a plan or arrangement entered into by such person and the Company) and such person discloses its intent to effect a change in the control or ownership of the Company in any filing with the Securities and Exchange Commission, or (iv) within any twenty-four (24) month period beginning on or after the "Outstanding Company Common Stock") or Effective Date, the combined voting power of the then outstanding voting securities persons who were directors of the Company having general voting power in electing immediately before the Board beginning of Directors of the Company (the "Outstanding Company voting Securities"); or (B) Individuals who, as of the date hereof, constitute the Board of Directors of the Company such period (the "Incumbent BoardDirectors") shall cease (for any reason other than death, disability or retirement) to constitute at least a majority of the Board or the board of Directorsdirectors of any successor to the Company, providedprovided that, however, that any individual becoming director who was not a director subsequent as of the Effective Date shall be deemed to be an Incumbent Director if such director was elected to the date hereof whose electionBoard by, or nomination for electionon the recommendation of or with the approval of, by the Company's stockholders was approved by a vote of at least a majority two-thirds of the directors who then comprising qualified as Incumbent Directors either actually or by prior operation of this Section 3.3(b)(iv) unless such election, recommendation or approval was the Incumbent Board shall be considered as though such individual was a member result of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule type contemplated by Regulation 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Approval by Act or any successor provision. Notwithstanding the stockholders of foregoing, if the Company of a complete liquidation or dissolution employment agreement of the Company's CEO or President has a change of control provision which is triggered by an earlier event not stated herein, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to then such reorganization, merger or consolidation do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 30% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, as the case may be; or (D) Executive is not nominated for a directorship of the Company or, if requested, of any subsidiary; or, if nominated, he is not elected by the stockholders; or if there appears to either Executive or the Company to event shall also be a clear and reasonable probability (judging, among other things, by proxy returns, competitive proxy solicitations, or adverse vote campaigns), that Executive may not be so electedChange of Control for purposes of this Agreement.