Common use of Termination of Employment by the Executive for Good Reason Clause in Contracts

Termination of Employment by the Executive for Good Reason. Subject to the notice and cure provisions set forth below, the Executive may terminate the Executive’s employment with the Company for Good Reason and receive the Severance Package provisions of Section 5 if any of the following have occurred without the Executive’s written consent (“Good Reason”): (a) any material diminution in the Executive’s title, authorities, duties or responsibilities (including without limitation the assignment of duties inconsistent with his position, or a significant adverse alteration of the nature or status of his responsibilities, or a significant adverse alteration of the conditions of his employment); (b) any material diminution in the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, or any or significant adverse change of the supervisor to whom the Executive is required to report (including assignment to a new supervisor which results in a material adverse alteration of the nature or conditions of Executive’s employment); (c) after there has occurred a Change in Control, any of the following has occurred: (i) a duplication with other Company personnel of the Executive’s title, authorities, duties or responsibilities; (ii) a significant adverse alteration of the budget over which the Executive retains authority; or (iii) a duplication with other Company personnel of the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report; (d) any material reduction of the Executive’s Annual Salary; (e) the Company’s material breach of this Agreement; (f) if, as of the Effective Date, the Company’s corporate headquarters are located in Orlando, Florida, a requirement by the Company that Executive’s work location be moved more than fifty (50) miles from the Company’s principal place of business in Orlando, Florida, provided, however, that if prior to the first anniversary of the Effective Date the Company’s corporate headquarters are moved to the Washington, D.C. metro area, then a requirement by the Company made prior to the first anniversary of the Effective Date that Executive’s work location be moved to the Washington, D.C. metro area shall not constitute Good Reason; or (g) if prior to the first anniversary of the Effective Date the Company’s corporate headquarters are located in the Washington, D.C. metro area, a requirement by the Company that Executive’s work location be moved more than fifty (50) miles from the Company’s initial principal place of business in the Washington, D.C. metro area. Notwithstanding the forgoing, the Executive shall not be deemed to have terminated this Agreement for Good Reason unless: (y) the Executive terminates this Agreement no later than six (6) months following the initial existence of the above referenced event or condition which is the basis for such termination (it being understood that each instance of any such event shall constitute a separate basis for such termination and a separate event or condition occurring on the date of such instance for purposes of calculating the six- (6)-month period); and (z) the Executive provides to the Company a written notice of the existence of the above referenced event or condition which is the basis for the termination within sixty (60) days following the initial existence of such event or condition, and the Company fails to remedy such event or condition within 30 days following the receipt of such notice. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

Termination of Employment by the Executive for Good Reason. Subject to the notice and cure provisions set forth below, the Executive may terminate the Executive’s employment with the Company for Good Reason and receive the Severance Package provisions of Section 5 if any of the following have occurred without the Executive’s written consent (“Good Reason”): (a) any material diminution in the Executive’s title, authorities, duties or responsibilities (including without limitation the assignment of duties inconsistent with his position, or a significant adverse alteration of the nature or status of his responsibilities, or a significant adverse alteration of the conditions of his employment), including any failure of the Nominating and Corporate Governance Committee of the Board to nominate the Executive for re-election to the Board of Directors at any annual meeting of the Company’s shareholders while the Executive serves as the Chief Executive Officer of the Company, provided that, at the time of each annual meeting, (i) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company due to disability, (ii) the Company has not notified the Executive of its intention to terminate the Executive’s employment for cause, and (iii) the Executive has not notified the Company of his intention resign from his position of Chief Executive Officer of the Company; (b) any material diminution in the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, specifically including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board, or any or significant adverse change of the supervisor to whom the Executive is required to report (including assignment to a new supervisor which results in a material adverse alteration of the nature or conditions of Executive’s employment); (c) after there has occurred a Change in Control, any of the following has occurred: (i) a duplication with other Company personnel of the Executive’s title, authorities, duties or responsibilities; (ii) a significant adverse alteration of the budget over which the Executive retains authority; or (iii) a duplication with other Company personnel of the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, specifically including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board; (d) any material reduction of the Executive’s Annual Salary; (e) the Company’s material breach of this Agreement; (f) if, as of the Effective Date, the Company’s corporate headquarters are located in Orlando, Florida, a requirement by the Company that Executive’s work location be moved more than fifty (50) miles from the Company’s principal place of business in Orlando, Florida, provided, however, that if prior to the first anniversary of the Effective Date the Company’s corporate headquarters are moved to the Washington, D.C. metro area, then a requirement by the Company made prior to the first anniversary of the Effective Date that Executive’s work location be moved to the Washington, D.C. metro area shall not constitute Good Reason; or (g) if prior to the first anniversary of the Effective Date the Company’s corporate headquarters are located in the Washington, D.C. metro area, a requirement by the Company that Executive’s work location be moved more than fifty (50) miles from the Company’s initial principal place of business in the Washington, D.C. metro area. Notwithstanding the forgoing, the Executive shall not be deemed to have terminated this Agreement for Good Reason unless: (y) the Executive terminates this Agreement no later than six (6) months following the initial existence of the above referenced event or condition which is the basis for such termination (it being understood that each instance of any such event shall constitute a separate basis for such termination and a separate event or condition occurring on the date of such instance for purposes of calculating the six- (6)-month period); and (z) the Executive provides to the Company a written notice of the existence of the above referenced event or condition which is the basis for the termination within sixty (60) days following the initial existence of such event or condition, and the Company fails to remedy such event or condition within 30 days following the receipt of such notice. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

Termination of Employment by the Executive for Good Reason. Subject to the notice and cure provisions set forth below, the The Executive may terminate the Executive’s employment with the Company at any time for “Good Reason Reason” and receive the Severance Package provisions of Section 5 if any of the following have occurred without the Executive’s written consent (“Good Reason”):consent: (a) any material diminution in a. the Executive’s title, authorities, duties or responsibilities (including without limitation the assignment of duties inconsistent with his position, or a significant adverse alteration of the nature or status of his responsibilities, or a significant adverse alteration of the conditions of his employment); (b) any material diminution in the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, or any or significant adverse change of the supervisor to whom the Executive is required to report (including assignment to a new supervisor which results in a material adverse alteration of the nature or conditions of Executive’s employment); (c) after there has occurred a Change in Control, any of the following has occurred: (i) a duplication with other Company personnel of the Executive’s title, authorities, duties or responsibilities; (ii) a significant adverse alteration of the budget over which the Executive retains authority; or (iii) a duplication with other Company personnel of the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report; (d) any material reduction of the Executive’s Annual Salaryauthority, duties and responsibilities (including his reporting relationship), or the assignment to the Executive of duties materially inconsistent with the Executive’s position or positions with the Company and its subsidiaries, except that the Company shall have thirty (30) days from the date on which the Executive gives the notice thereof to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder; b. failure of the Executive to be appointed or elected to serve as a member of the Board; c. a reduction of the Annual Salary of the Executive, except that a reduction of the Executive’s Annual Salary shall not constitute Good Reason for termination if (ei) the Company fully cures (including retroactively) such reduction no later than thirty (30) days from the date on which the Executive gives the Company notice that the reduction constitutes Good Reason for termination hereunder; or (ii) such reduction is made in connection with a reduction in compensation of not more than ten percent (10%) of the Executive’s Annual Salary and such reduction is made generally applicable to all senior management employees of the Company; d. the failure by the Company to obtain an agreement in form and substance reasonably satisfactory to the Executive from any successor to the business of the Company to assume and agree to perform this Agreement; e. the Company’s material breach of this Agreement, except that the Company shall have thirty (30) days from the date on which the Executive gives the notice thereof to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder; (f) if, as of the Effective Date, the Company’s corporate headquarters are located in Orlando, Florida, f. a requirement by the Company that Executive’s work location be moved more than fifty (50) miles from the Company’s principal place of business in Orlando, Florida; or g. the occurrence of a change of control, provided, however, that if prior which for purposes of this Agreement shall mean the sale to the first anniversary an independent third party or group of independent third parties of either (i) more than thirty percent (30%) of the Effective Date issued and outstanding equity securities of the Company and the voting power under normal circumstances to elect a majority of the Company’s corporate headquarters are moved to Board (whether by merger, consolidation, sale or transfer of the WashingtonCompany’s equity securities); or (ii) all or substantially all of the Company’s assets determined on a consolidated basis. For the avoidance of doubt, D.C. metro area, then a requirement change of control shall not include the Merger or any issuance by the Company made prior to the first anniversary of the Effective Date that Executive’s work location be moved to the Washington, D.C. metro area shall not constitute Good Reason; or (g) if prior to the first anniversary of the Effective Date the Company’s corporate headquarters are located equity securities in the Washington, D.C. metro area, a requirement by the Company that Executive’s work location be moved more than fifty (50) miles from the Company’s an initial principal place of business in the Washington, D.C. metro area. Notwithstanding the forgoing, the Executive shall not be deemed to have terminated this Agreement for Good Reason unless: (y) the Executive terminates this Agreement no later than six (6) months following the initial existence of the above referenced event or condition which is the basis for such termination (it being understood that each instance of any such event shall constitute a separate basis for such termination and a separate event or condition occurring on the date of such instance for purposes of calculating the six- (6)-month period); and (z) the Executive provides to the Company a written notice of the existence of the above referenced event or condition which is the basis for the termination within sixty (60) days following the initial existence of such event or condition, and the Company fails to remedy such event or condition within 30 days following the receipt of such noticepublic offering. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

Termination of Employment by the Executive for Good Reason. Subject to the notice and cure provisions set forth below, the Executive may terminate the Executive’s employment with the Company for Good Reason and receive the Severance Package provisions of Section 5 if any of the following have occurred without the Executive’s written consent (“Good Reason”): (a) any material diminution in the Executive’s title, authorities, duties or responsibilities (including without limitation the assignment of duties inconsistent with his position, or a significant adverse alteration of the nature or status of his responsibilities, or a significant adverse alteration of the conditions of his employment); (b) any material diminution in the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, or any or significant adverse change of the supervisor to whom the Executive is required to report (including assignment to a new supervisor which results in a material adverse alteration of the nature or conditions of Executive’s employment); (c) after there has occurred a Change in Control, any of the following has occurred: (i) a duplication with other Company personnel of the Executive’s title, authorities, duties or responsibilities; (ii) a significant adverse alteration of reduction in the budget over which the Executive retains authority; or (iii) or a duplication with other Company personnel of the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report; (dc) any material reduction of the Executive’s Annual Salary; (ed) the Company’s material breach of this Agreement;; or (fe) if, as of the Effective Date, the Company’s corporate headquarters are located in Orlando, Florida, a requirement determination by the Company to relocate its corporate headquarters to a new location that Executive’s work location be moved is more than fifty (50) miles from the Company’s principal place current address of business in Orlando, Florida, provided, however, that if prior to the first anniversary of the Effective Date the Company’s corporate headquarters are moved to the Washingtonin Scottsdale, D.C. metro area, then a requirement by the Company made prior to the first anniversary of the Effective Date that Executive’s work location be moved to the Washington, D.C. metro area shall not constitute Good Reason; or (g) if prior to the first anniversary of the Effective Date the Company’s corporate headquarters are located in the Washington, D.C. metro area, a requirement by the Company that Executive’s work location be moved more than fifty (50) miles from the Company’s initial principal place of business in the Washington, D.C. metro areaArizona. Notwithstanding the forgoing, the Executive shall not be deemed to have terminated this Agreement for Good Reason unless: (y) the Executive terminates this Agreement no later than six (6) months following the initial existence of the above referenced event or condition which is the basis for such termination (it being understood that each instance of any such event shall constitute a separate basis for such termination and a separate event or condition occurring on the date of such instance for purposes of calculating the six- (6)-month period); and (z) the Executive provides to the Company a written notice of the existence of the above referenced event or condition which is the basis for the termination within sixty (60) days following the initial existence of such event or condition, and the Company fails to remedy such event or condition within 30 days following the receipt of such notice. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

Termination of Employment by the Executive for Good Reason. Subject to the notice and cure provisions set forth below, the Executive may terminate the Executive’s employment with the Company for Good Reason and receive the Severance Package provisions of Section 5 if any of the following have occurred without the Executive’s written consent (“Good Reason”): (a) any material diminution in the Executive’s title, authorities, duties or responsibilities (including without limitation the assignment of duties inconsistent with his position, or a significant adverse alteration of the nature or status of his responsibilities, or a significant adverse alteration of the conditions of his employment), including any failure of the Nominating and Corporate Governance Committee of the Board to nominate the Executive for re-election to the Board of Directors at any annual meeting of the Company’s shareholders while the Executive serves as the Chief Executive Officer of the Company, provided that, at the time of each annual meeting, (i) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company due to disability, (ii) the Company has not notified the Executive of its intention to terminate the Executive’s employment for Cause, and (iii) the Executive has not notified the Company of his intention to resign from his position of Chief Executive Officer of the Company; (b) any material diminution in the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, or any or significant adverse change of the supervisor to whom specifically including a requirement that the Executive is required to report (including assignment to a new supervisor which results in a material adverse alteration corporate officer or employee instead of reporting directly to the nature or conditions of Executive’s employment)Board; (c) after there has occurred a Change in Control, the occurrence of any of the following has occurredfollowing: (i) a duplication with other Company personnel of the Executive’s title, authorities, duties or responsibilities; (ii) a significant adverse alteration of the budget over which the Executive retains authority; or (iii) or a duplication with other Company personnel of the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, specifically including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board; (d) any material reduction of the Executive’s Annual Salary; (e) the Company’s material breach of this Agreement;; or (f) if, as of the Effective Date, the Company’s corporate headquarters are located in Orlando, Florida, a requirement determination by the Company to relocate its corporate headquarters to a new location that Executive’s work location be moved is more than fifty (50) miles from the Company’s principal place current address of business in Orlando, Florida, provided, however, that if prior to the first anniversary of the Effective Date the Company’s corporate headquarters are moved to the Washingtonin Richmond, D.C. metro area, then a requirement by the Company made prior to the first anniversary of the Effective Date that Executive’s work location be moved to the Washington, D.C. metro area shall not constitute Good Reason; or (g) if prior to the first anniversary of the Effective Date the Company’s corporate headquarters are located in the Washington, D.C. metro area, a requirement by the Company that Executive’s work location be moved more than fifty (50) miles from the Company’s initial principal place of business in the Washington, D.C. metro areaVirginia. Notwithstanding the forgoing, the Executive shall not be deemed to have terminated this Agreement for Good Reason unless: (y) the Executive terminates this Agreement no later than six three (63) months following after the initial existence occurrence of the above referenced event or condition which is the basis for such termination (it being understood that each instance of any such event shall constitute a separate basis for such termination and a separate event or condition occurring on the date of such instance for purposes of calculating the six- three (6)-month 3)-month period); and (z) the Executive provides to the Company a written notice of the existence of the above referenced event or condition which is the basis for the termination within sixty (60) days following the initial existence of such event or condition, and the Company fails to remedy such event or condition within 30 days following the receipt of such notice. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

Termination of Employment by the Executive for Good Reason. Subject to the notice and cure provisions set forth below, the Executive may terminate the Executive’s employment with the Company for Good Reason and receive the Severance Package provisions of Section 5 if any of the following have occurred without the Executive’s written consent (“Good Reason”): (a) any material diminution in the Executive’s title, authorities, duties or responsibilities (including without limitation the assignment of duties inconsistent with his position, or a significant adverse alteration of the nature or status of his responsibilities, or a significant adverse alteration of the conditions of his employment), including any failure of the Nominating and Corporate Governance Committee of the Board to nominate the Executive for re-election to the Board of Directors at any annual meeting of the Company’s shareholders while the Executive serves as the Chief Executive Officer of the Company, provided that, at the time of each annual meeting, (i) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company due to disability, (ii) the Company has not notified the Executive of its intention to terminate the Executive’s employment for cause, and (iii) the Executive has not notified the Company of his intention resign from his or her position of Chief Executive Officer of the Company; (b) any material diminution in the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, specifically including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board, or any or significant adverse change of the supervisor to whom the Executive is required to report (including assignment to a new supervisor which results in a material adverse alteration of the nature or conditions of Executive’s employment); (c) after there has occurred a Change in Control, any of the following has occurred: (i) a duplication with other Company personnel of the Executive’s title, authorities, duties or responsibilities; (ii) a significant adverse alteration of the budget over which the Executive retains authority; or (iii) or a duplication with other Company personnel of the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, specifically including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board; (d) any material reduction of the Executive’s Annual Salary; (e) the Company’s material breach of this Agreement;; or (f) if, as of the Effective Date, the Company’s corporate headquarters are located in Orlando, Florida, a requirement determination by the Company to relocate its corporate headquarters to a new location that Executive’s work location be moved is more than fifty (50) miles from the Company’s principal place current address of business in Orlando, Florida, provided, however, that if prior to the first anniversary of the Effective Date the Company’s corporate headquarters are moved to the Washingtonin Scottsdale, D.C. metro area, then a requirement by the Company made prior to the first anniversary of the Effective Date that Executive’s work location be moved to the Washington, D.C. metro area shall not constitute Good Reason; or (g) if prior to the first anniversary of the Effective Date the Company’s corporate headquarters are located in the Washington, D.C. metro area, a requirement by the Company that Executive’s work location be moved more than fifty (50) miles from the Company’s initial principal place of business in the Washington, D.C. metro areaArizona. Notwithstanding the forgoing, the Executive shall not be deemed to have terminated this Agreement for Good Reason unless: (y) the Executive terminates this Agreement no later than six (6) months following the initial existence of the above referenced event or condition which is the basis for such termination (it being understood that each instance of any such event shall constitute a separate basis for such termination and a separate event or condition occurring on the date of such instance for purposes of calculating the six- (6)-month period); and (z) the Executive provides to the Company a written notice of the existence of the above referenced event or condition which is the basis for the termination within sixty (60) days following the initial existence of such event or condition, and the Company fails to remedy such event or condition within 30 days following the receipt of such notice. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

Termination of Employment by the Executive for Good Reason. Subject to the notice and cure provisions set forth below, the Executive may terminate the Executive’s employment with the Company for Good Reason and receive the Severance Package provisions of Section 5 if any of the following have occurred without the Executive’s written consent (“Good Reason”): (a) any material and significant diminution in the Executive’s title, authorities, duties or responsibilities (including without limitation the assignment of duties inconsistent with his position, or a significant adverse alteration of the nature or status of his responsibilities, or a significant adverse alteration of the conditions of his employment), including any failure of the Nominating and Corporate Governance Committee of the Board to nominate the Executive for re-election to the Board of Directors at any annual meeting of the Company’s shareholders while the Executive serves as the Chief Executive Officer of the Company, provided that, at the time of each annual meeting, (i) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company due to disability, (ii) the Company has not notified the Executive of its intention to terminate the Executive’s employment for Cause, and (iii) the Executive has not notified the Company of his intention to resign from his position of Chief Executive Officer of the Company; (b) any material diminution in the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, or any or significant adverse change of the supervisor to whom the Executive is required to report (including assignment to a new supervisor which results in a material adverse alteration of the nature or conditions of Executive’s employment); (c) after there has occurred a Change reduction in Control, any of the following has occurred: (i) a duplication with other Company personnel of the Executive’s title, authorities, duties or responsibilities; (ii) a significant adverse alteration of the budget over which the Executive retains authority; or (iii) a duplication with other Company personnel of the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report; (d) any material reduction of the Executive’s Annual Salary; (ec) the Company’s material breach of this Agreement;; or (fd) if, as of the Effective Date, the Company’s corporate headquarters are located in Orlando, Florida, a requirement determination by the Company to relocate its corporate headquarters to a new location that Executive’s work location be moved is more than fifty (50) miles from the Company’s principal place current address of business in Orlando, Florida, provided, however, that if prior to the first anniversary of the Effective Date the Company’s corporate headquarters are moved to the Washingtonin Richmond, D.C. metro area, then a requirement by the Company made prior to the first anniversary of the Effective Date that Executive’s work location be moved to the Washington, D.C. metro area shall not constitute Good Reason; or (g) if prior to the first anniversary of the Effective Date the Company’s corporate headquarters are located in the Washington, D.C. metro area, a requirement by the Company that Executive’s work location be moved more than fifty (50) miles from the Company’s initial principal place of business in the Washington, D.C. metro areaVirginia. Notwithstanding the forgoingforegoing, the Executive shall not be deemed to have terminated this Agreement for Good Reason unless: (y) the Executive terminates this Agreement no later than six three (63) months following after the initial existence occurrence of the above referenced event or condition which is the basis for such termination (it being understood that each instance of any such event shall constitute a separate basis for such termination and a separate event or condition occurring on the date of such instance for purposes of calculating the six- three (6)-month 3)-month period); and (z) the Executive provides to the Company a written notice of the existence of the above referenced event or condition which is the basis for the termination within sixty (60) days following the initial existence of such event or condition, and the Company fails to remedy such event or condition within 30 days following the receipt of such notice. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.157.13.

Termination of Employment by the Executive for Good Reason. Subject to the notice and cure provisions set forth below, the Executive may terminate the Executive’s employment with the Company for Good Reason and receive the Severance Package provisions of Section 5 if any of the following have occurred without the Executive’s written consent (“Good Reason”): (a) any material diminution in the Executive’s title, authorities, duties or responsibilities (including without limitation the assignment of duties inconsistent with his position, or a significant adverse alteration of the nature or status of his responsibilities, or a significant adverse alteration of the conditions of his employment), including any failure of the Nominating and Corporate Governance Committee of the Board to nominate the Executive for re-election to the Board of Directors at any annual meeting of the Company’s shareholders while the Executive serves as the President of the Company, provided that, at the time of each annual meeting, (i) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company due to disability, (ii) the Company has not notified the Executive of its intention to terminate the Executive’s employment for cause, and (iii) the Executive has not notified the Company of his intention resign from his or her position of President of the Company; (b) any material diminution in the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, specifically including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board, or any or significant adverse change of the supervisor to whom the Executive is required to report (including assignment to a new supervisor which results in a material adverse alteration of the nature or conditions of Executive’s employment); (c) after there has occurred a Change in Control, any of the following has occurred: (i) a duplication with other Company personnel of the Executive’s title, authorities, duties or responsibilities; (ii) a significant adverse alteration of the budget over which the Executive retains authority; or (iii) or a duplication with other Company personnel of the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, specifically including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board; (d) any material reduction of the Executive’s Annual Salary; (e) the Company’s material breach of this Agreement;; or (f) if, as of the Effective Date, the Company’s corporate headquarters are located in Orlando, Florida, a requirement determination by the Company to relocate its corporate headquarters to a new location that Executive’s work location be moved is more than fifty (50) miles from the Company’s principal place current address of business in Orlando, Florida, provided, however, that if prior to the first anniversary of the Effective Date the Company’s corporate headquarters are moved to the Washingtonin Scottsdale, D.C. metro area, then a requirement by the Company made prior to the first anniversary of the Effective Date that Executive’s work location be moved to the Washington, D.C. metro area shall not constitute Good Reason; or (g) if prior to the first anniversary of the Effective Date the Company’s corporate headquarters are located in the Washington, D.C. metro area, a requirement by the Company that Executive’s work location be moved more than fifty (50) miles from the Company’s initial principal place of business in the Washington, D.C. metro areaArizona. Notwithstanding the forgoing, the Executive shall not be deemed to have terminated this Agreement for Good Reason unless: (y) the Executive terminates this Agreement no later than six (6) months following the initial existence of the above referenced event or condition which is the basis for such termination (it being understood that each instance of any such event shall constitute a separate basis for such termination and a separate event or condition occurring on the date of such instance for purposes of calculating the six- (6)-month period); and (z) the Executive provides to the Company a written notice of the existence of the above referenced event or condition which is the basis for the termination within sixty (60) days following the initial existence of such event or condition, and the Company fails to remedy such event or condition within 30 days following the receipt of such notice. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

Termination of Employment by the Executive for Good Reason. Subject to the notice and cure provisions set forth below, the Executive may terminate the Executive’s employment with the Company for Good Reason and receive the Severance Package provisions of Section 5 if any of the following have occurred without the Executive’s written consent (“Good Reason”): (a) any material and significant diminution in the Executive’s title, authorities, duties or responsibilities (including without limitation the assignment of duties inconsistent with his position, or a significant adverse alteration of the nature or status of his responsibilities, or a significant adverse alteration of the conditions of his employment);, including any failure of the Nominating and Corporate Governance Committee of the Board to nominate the Executive for re-election to the Board of Directors at any annual meeting of the Company’s shareholders during the Term and any failure of the Board to appoint the Executive as the Executive Chairman of the Board following re-election, provided that, at the time of each annual meeting, (i) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company due to disability, (ii) the Company has not notified the Executive of its intention to terminate the Executive’s employment for Cause, and (iii) the Executive has not notified the Company of his intention to resign from his position of Executive Chairman of the Company; or (b) any material diminution in the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, or any or significant adverse change of the supervisor to whom the Executive is required to report (including assignment to a new supervisor which results in a material adverse alteration of the nature or conditions of Executive’s employment); (c) after there has occurred a Change in Control, any of the following has occurred: (i) a duplication with other Company personnel of the Executive’s title, authorities, duties or responsibilities; (ii) a significant adverse alteration of the budget over which the Executive retains authority; or (iii) a duplication with other Company personnel of the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report; (d) any material reduction of the Executive’s Annual Salary; (e) the Company’s material breach of this Agreement; (f) if, as of the Effective Date, the Company’s corporate headquarters are located in Orlando, Florida, a requirement by the Company that Executive’s work location be moved more than fifty (50) miles from the Company’s principal place of business in Orlando, Florida, provided, however, that if prior to the first anniversary of the Effective Date the Company’s corporate headquarters are moved to the Washington, D.C. metro area, then a requirement by the Company made prior to the first anniversary of the Effective Date that Executive’s work location be moved to the Washington, D.C. metro area shall not constitute Good Reason; or (g) if prior to the first anniversary of the Effective Date the Company’s corporate headquarters are located in the Washington, D.C. metro area, a requirement by the Company that Executive’s work location be moved more than fifty (50) miles from the Company’s initial principal place of business in the Washington, D.C. metro area. Notwithstanding the forgoingforegoing, the Executive shall not be deemed to have terminated this Agreement for Good Reason unless: (y) the Executive terminates this Agreement no later than six three (63) months following after the initial existence occurrence of the above referenced event or condition which is the basis for such termination (it being understood that each instance of any such event shall constitute a separate basis for such termination and a separate event or condition occurring on the date of such instance for purposes of calculating the six- three (6)-month 3)-month period); and (z) the Executive provides to the Company a written notice of the existence of the above referenced event or condition which is the basis for the termination within sixty (60) days following the initial existence of such event or condition, and the Company fails to remedy such event or condition within 30 days following the receipt of such notice. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.157.13.

Termination of Employment by the Executive for Good Reason. Subject to the notice and cure provisions set forth below, the Executive may terminate the Executive’s employment with the Company for Good Reason and receive the Severance Package provisions of Section 5 if any of the following have occurred without the Executive’s written consent (“Good Reason”): (a) any material diminution in the Executive’s title, authorities, duties or responsibilities (including without limitation the assignment of duties inconsistent with his position, or a significant adverse alteration of the nature or status of his responsibilities, or a significant adverse alteration of the conditions of his employment); (b) any material diminution in requirement that the title, authority, duties, Executive report to a corporate officer or responsibilities employee of the supervisor to whom Company other than the President and/or the Chief Executive is required to report, or any or significant adverse change of the supervisor to whom the Executive is required to report (including assignment to a new supervisor which results in a material adverse alteration of the nature or conditions of Executive’s employment)Officer; (c) after there has occurred a Change in Control, any of the following has occurred: (i) a duplication with other Company personnel of the Executive’s title, authorities, duties or responsibilities; (ii) a significant adverse alteration of reduction in the budget over which the Executive retains authority; or (iii) or a duplication with other Company personnel of the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, specifically including a requirement that the Executive report to a corporate officer or employee other than the President and/or the Chief Executive Officer; (d) any material reduction of the Executive’s Annual Salary; (e) the Company’s material breach of this Agreement;; or (f) if, as of the Effective Date, the Company’s corporate headquarters are located in Orlando, Florida, a requirement determination by the Company to relocate its corporate headquarters to a new location that Executive’s work location be moved is more than fifty (50) miles from the Company’s principal place current address of business in Orlando, Florida, provided, however, that if prior to the first anniversary of the Effective Date the Company’s corporate headquarters are moved to the Washingtonin Scottsdale, D.C. metro area, then a requirement by the Company made prior to the first anniversary of the Effective Date that Executive’s work location be moved to the Washington, D.C. metro area shall not constitute Good Reason; or (g) if prior to the first anniversary of the Effective Date the Company’s corporate headquarters are located in the Washington, D.C. metro area, a requirement by the Company that Executive’s work location be moved more than fifty (50) miles from the Company’s initial principal place of business in the Washington, D.C. metro areaArizona. Notwithstanding the forgoing, the Executive shall not be deemed to have terminated this Agreement for Good Reason unless: (y) the Executive terminates this Agreement no later than six (6) months following the initial existence of the above referenced event or condition which is the basis for such termination (it being understood that each instance of any such event shall constitute a separate basis for such termination and a separate event or condition occurring on the date of such instance for purposes of calculating the six- (6)-month period); and (z) the Executive provides to the Company a written notice of the existence of the above referenced event or condition which is the basis for the termination within sixty (60) days following the initial existence of such event or condition, and the Company fails to remedy such event or condition within 30 days following the receipt of such notice. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.