Common use of Termination for Good Reason Clause in Contracts

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

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

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

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

Termination for Good Reason. The Executive's termination shall be Definition. Executive may terminate this Agreement for Good Reason Reason, after providing fifteen (as defined below15) if the Executive provides days written notice to the Company of Company, which identifies the Good Reason within ten (10) days of the event constituting Good Reason and provides the for Executive’s termination. The Company with a period of ten (10) days shall have an opportunity to cure the circumstances constituting Good Reason and Reason. In the event that the Company fails to cure the Good Reason and Executive terminates his employment for Good Reason, Executive shall receive, within that periodtwenty (20) business days of the termination date, (a) all Accrued Compensation as defined in Section 6, and (b) Additional Severance Compensation as defined in Section 5(h), subject to the proviso in Section 7 of this Agreement. For the purposes of this Agreement, "“Good Reason" shall mean, without the ” means: ● A Change of Control; or ● Executive’s express written consentnon-voluntary removal from his position as CEO, the occurrence of any of the following circumstances: (aother than as provided in Section 5(b) The assignment to Executive of any duties inconsistent with for Cause, or by Executive’s status death or disability (as an executive officer defined in Sections 5(d) and 5(e) below) during the term of this Agreement; or ● A requirement by the Company that Executive cannot work remotely or must move to a substantial adverse alteration different geographic location as a condition of continued employment in his current position; or ● The relocation by the nature or status Company of Executive’s responsibilities from those in effect upon the date hereofprimary workplace; (b) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary as in effect on the date hereof; (c) The failure by the Company, without Executive’s consent, to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives of the Company; (d) The failure or ● Failure by the Company to continue make any payment to provide Executive with benefits required to be made under the terms of this Agreement, if the breach is not cured within fifteen (15) days after Executive provides written notice to the Company that provides in reasonable detail the nature of the payment; or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action ● Failure by the Company which to manage the Executive and his responsibilities in a manner consistent with what would be considered to be good faith or in such a manner that it would diminish or materially impact his ability to perform his role as CEO. Examples of failure to operate in good faith include but are not limited to: intentionally attempting to persuade or induce, directly or indirectly materially reduce any of such benefits indirectly, the Executive to voluntarily terminate this agreement; providing false or deprive misleading information (or knowingly failing to provide useful or relevant information) to the Executive of any material fringe benefit enjoyed by Executive upon with the start of employment hereunder. intent to negatively affect the Executive’s continued employment shall performance or apparent judgment; or knowingly failing to provide the Executive with reasonable and customary support for the execution of his responsibilities, resulting in negatively affecting the Executive’s performance and or compensation. Examples of diminishing or materially impacting his ability to perform his role include but are not constitute consent limited to: formal or informal demotion as the CEO or effective demotion disabling Executive to fulfil his duties; re-assignment to a subsidiary; or insufficient resources (funding, or a waiver of rights with respect topeople, any circumstance constituting Good Reason hereunder. Upon occurrence of any of process, systems, etc.) to carry out the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days assigned responsibilities and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) daysduties.

Termination for Good Reason. The Executive's termination shall be Executive may terminate this Agreement for Good Reason (as defined below) if the Executive provides by service of written notice to the Company of the event constituting Good Reason, and such Good Reason within ten continues for a period of thirty (1030) days after written notification; provided, however, that in the event such Good Reason cannot or is unable to be cured, then, subject to this subsection (b), termination for Good Reason shall happen immediately following delivery of written notice. Notice shall be provided within one (1) year of the date of the event constituting Good Reason and provides occurred. In the Company with event Executive terminates this Agreement for Good Reason during the Initial Term, then Executive will be paid the following compensation within sixty (60) days of the Executive Termination Date: (a) twenty-four months of the Executive’s Annual Base Salary; plus (b) the monetary equivalent of the benefits that would have been provided to Executive for a period of ten twenty-four (1024) months. In the event Executive terminates this Agreement for Good Reason during any Renewal Term, the Executive will be paid the following compensation within sixty (60) days of the Executive Termination Date: (a) a lump sum cash payment in an amount equal to cure the Good Reason and one month of Executive’s Annual Base Salary; plus (b) a lump sum cash payment for any accrued but unused vacation through the Company fails to cure Termination Date in accordance with the Good Reason within that periodCompany’s employment policies. For purposes of this Agreement, "“Good Reason" ” shall mean, without the Executive’s express written consent, the occurrence of mean any of the following circumstancesfollowing: (a1) The assignment a material diminution in Executive’s authority, duties, or responsibilities (including reporting responsibilities), except in connection with the termination of his employment for Cause, or as a result of his Disability or death; (2) a material diminution in Executive’s Annual Base Salary, except in the case of consent or in the case the Company had a net loss for the previous fiscal year; (3) the Company requiring Executive (without the consent of Executive) to Executive be based at any place outside a fifty (50) mile radius of his place of employment immediately prior to such proposed relocation, except for reasonably required travel on the Company’s business; (4) any material breach by the Company of any duties inconsistent with Executive’s status as an executive officer provision of the Company this Agreement; or a substantial adverse alteration in the nature or status (5) any purported termination of Executive’s responsibilities from those in effect upon the date hereof; (b) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary as in effect on the date hereof; (c) The failure by the Company, without Executive’s consent, to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives of the Company; (d) The failure by the Company to continue to provide Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action for Cause by the Company which would directly or indirectly materially reduce does not otherwise comply with the terms of this Agreement. If written notice has been delivered to the Company alleging termination for Good Reason, the Board of Directors of the Company will have the right to request a meeting with Executive to be held at a mutually agreeable time and location, at which meeting the Company and Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing within thirty (30) days after delivery of Executive’s written notice, any termination of such benefits or deprive Executive of any material fringe benefit enjoyed this Agreement by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "will be deemed to have occurred without Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) days.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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