Common use of Termination of Employment by the Executive Clause in Contracts

Termination of Employment by the Executive. (a) The Executive may terminate his employment for Good Reason and receive the payments and benefits specified in Section 4.4 (a)(iii)(B)). For purposes of this Agreement, “Good Reason” will exist if any one or more of the following occur: (i) Failure by the Company to honor any of its obligations under this Agreement, including, without limitation, its obligations under Sections 1 and 3.4 (Employment Capacity and Duties), Section 3.5 (Executive Performance Covenants), Sections 3.1, 3.2, 3.3 (Compensation), Section 3.7 (Reimbursement of Expenses). Sections 3.6 and 3.8 (Employee Benefits, Vacations), Section 11 (Indemnification) and Section 12.3 (Successors and Assigns); or (ii) Any purported termination by the Company of the Executive’s employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 4.3 above and, for purposes of this Agreement, no such purported termination shall be effective. (iii) (A) If there is a Change in Control of the Company (as defined below) and the employment of the Executive is concurrently or subsequently terminated (i) by the Company without Cause, (ii) by service of a Notice of Termination or (iii) by the resignation of the Employee because he has reasonably determined in good faith that his titles, authorities, responsibilities, salary, bonus opportunities or benefits have been materially diminished, or that a material adverse change in his working conditions has occurred or the Company has breached this Agreement, then Executive shall be entitled to the “Benefits” described in (B). For the purpose of this Agreement, a Change in Control of the Company has occurred when: (x) any person (defined for the purposes of this Section to mean any person within the meaning of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than the Company, or an employee benefit plan established by the Board of Directors of the Company, acquires, directly or indirectly, the beneficial ownership (determined under Rule 13d-3 of the regulations promulgated by the Securities and Exchange Commission under Section 13(d) of the Exchange Act) of securities issued by the Company having twenty percent (20%) or more of the voting power of all of the voting securities issued by the Company in the election of directors at the meeting of the holders of voting securities to be held for such purpose; or (y) a majority of the directors elected at any meeting of the holders of voting securities of the Company are persons who were not nominated for such election by the Board of Directors of the Company or a duly constituted committee of the Board of Directors of the Company having authority in such matters; or (z) the Company merges or consolidates with or transfers substantially all of its assets to another person.

Termination of Employment by the Executive. (a) The Executive may terminate his employment for Good Reason and receive the payments and benefits specified in Section 4.4 (a)(iii)(B)). For purposes of this Agreement, “"Good Reason” " will exist if any one or more of the following occur: (i) Failure by the Company to honor any of its obligations under this Agreement, including, without limitation, its obligations under Sections 1 and 3.4 (Employment Capacity and Duties), Section 3.5 (Executive Performance Covenants), Sections 3.1, 3.2, 3.3 (Compensation), Section 3.7 (Reimbursement of Expenses). Sections 3.6 and 3.8 (Employee Benefits, Vacations), Section 11 (Indemnification) and Section 12.3 (Successors and Assigns); or (ii) Any purported termination by the Company of the Executive’s 's employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 4.3 above and, for purposes of this Agreement, no such purported termination shall be effective. (iii) (A) If there is a Change in Control of the Company (as defined below) and the employment of the Executive is concurrently or subsequently terminated (i) by the Company without Cause, (ii) by service of a Notice of Termination or (iii) by the resignation of the Employee because he has reasonably determined in good faith that his titles, authorities, responsibilities, salary, bonus opportunities or benefits have been materially diminished, or that a material adverse change in his working conditions has occurred or the Company has breached this Agreement, then Executive shall be entitled to the “"Benefits” " described in (B). For the purpose of this Agreement, a Change in Control of the Company has occurred when: (x) any person (defined for the purposes of this Section to mean any person within the meaning of Section 13(d) of the Securities Exchange Act of 1934 (the “"Exchange Act”")), other than the Company, or an employee benefit plan established by the Board of Directors of the Company, acquires, directly or indirectly, the beneficial ownership (determined under Rule 13d-3 of the regulations promulgated by the Securities and Exchange Commission under Section 13(d) of the Exchange Act) of securities issued by the Company having twenty percent (20%) or more of the voting power of all of the voting securities issued by the Company in the election of directors at the meeting of the holders of voting securities to be held for such purpose; or (y) a majority of the directors elected at any meeting of the holders of voting securities of the Company are persons who were not nominated for such election by the Board of Directors of the Company or a duly constituted committee of the Board of Directors of the Company having authority in such matters; or (z) the Company merges or consolidates with or transfers substantially all of its assets to another person.

Termination of Employment by the Executive. (a1) The Executive may terminate his employment for Good Reason and receive the payments and benefits specified in Section 4.4 (a)(iii)(B))11(f) in the same manner as if the Company had terminated his employment. For purposes of this Agreement, “"Good Reason” " will exist if any one or more of the following occur: (iA) Failure by the Company to honor any of its material obligations under this Agreement, including, without limitation, its obligations under Sections 1 and 3.4 Agreement after a seven (Employment Capacity and Duties), Section 3.5 (Executive Performance Covenants), Sections 3.1, 3.2, 3.3 (Compensation), Section 3.7 (Reimbursement of Expenses). Sections 3.6 and 3.8 (Employee Benefits, Vacations), Section 11 (Indemnification7) and Section 12.3 (Successors and Assigns); orday written notice to cure expires; (iiB) Any purported termination by the Company of the Executive’s 's employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 4.3 11(a) above and, for purposes of this Agreement, no such purported termination shall be effective.; or (iii) (AC) If there is a Change in Control of the Company (as defined below) and the employment of the Executive is concurrently or subsequently terminated (i) by the Company without Cause, (ii) by service of a Notice of Termination or (iii) by the resignation of the Employee because he has reasonably determined in good faith that his titles, authorities, responsibilities, salary, bonus opportunities or benefits have been materially diminished, or that a material adverse change in his working conditions has occurred or the Company has breached this Agreement, then Executive shall be entitled to the “Benefits” described in (B)terminated. For the purpose of this Agreement, a Change in Control of the Company has occurred when: (x) any person (defined for the purposes of this Section 11 to mean any person within the meaning of Section 13(d) of the Securities Exchange Act of 1934 (the “"Exchange Act”")), other than the Company, or an employee benefit plan established by the Board of Directors of the Company, acquires, directly or indirectly, the beneficial ownership (determined under Rule 13d-3 13 d-3 of the regulations promulgated by the Securities and Exchange Commission under Section 13(d) of the Exchange Act) of securities issued by the Company having twenty percent (20%) 50% or more of the voting power of all of the voting securities issued by the Company in the election of directors at the next meeting of the holders of voting securities to be held for such purpose; or (y) a majority of the directors elected at any meeting of the holders of voting securities of the Company are persons who were not nominated for such election by the Board of Directors of the Company or a duly constituted committee of the Board of Directors of the Company having authority in such matters; or (z) the Company merges or consolidates with or transfers substantially all of its assets to another person. (2) The Executive shall have the right voluntarily to terminate his employment other than for Good Reason, and if the Executive shall so terminate his employment, he shall be entitled only to payment of the amounts which would be payable under Section 11(b)(2) had he been terminated for Cause.

Termination of Employment by the Executive. (a1) The Executive may terminate his employment for Good Reason and receive the payments and benefits specified in Section 4.4 (a)(iii)(B))10(f) in the same manner as if the Company had terminated his employment. For purposes of this Agreement, “"Good Reason” " will exist if any one or more of the following occur: (iA) Failure by the Company to honor any of its obligations under this Agreement, including, without limitation, its obligations under Sections 1 and 3.4 Section 3 (Employment Capacity and Duties), Section 3.5 4 (Executive Performance Covenants), Sections 3.1, 3.2, 3.3 Section 5 (Compensation), Section 3.7 6 (Reimbursement of Expenses). Sections 3.6 and 3.8 , Section 7 (Employee Benefits, Benefits and Vacations), Section 11 (Indemnification) and Section 12.3 12 (Successors and Assigns); or (iiB) Any purported termination by the Company of the Executive’s 's employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 4.3 10(a) above and, for purposes of this Agreement, no such purported termination shall be effective. (iii) (AC) If there is a Change in Control of the Company (as defined below) and the employment of the Executive is concurrently or subsequently terminated (i) by the Company without Cause, Cause or (ii) by service of a Notice of Termination or (iii) by the resignation of the Employee because he has reasonably determined in good faith that his titles, authorities, responsibilities, salary, bonus opportunities or benefits have been materially diminished, or that a material adverse change in his working conditions has occurred or the Company has breached this Agreement, then Executive shall be entitled to the “Benefits” described in (B)Termination. For the purpose of this Agreement, a "Change in Control Control" of the Company has occurred when: (x) any person (defined for the purposes of this Section 10 to mean any person Person within the meaning of Section 13(d) of the Securities Exchange Act of 1934 as amended (the “"Exchange Act”")), other than the CompanyCompany or an Affiliate thereof, or an employee benefit plan established by the Board of Directors of the Company, acquires, directly or indirectly, the beneficial ownership (determined under Rule 13d-3 of the regulations promulgated by the Securities and Exchange Commission under Section 13(d) of the Exchange Act) of securities issued by the Company having twenty percent (20%) % or more of the voting power of all of the voting securities issued by the Company in the election of directors at the meeting of the holders of voting securities to be held for such purpose; or (y) a majority of the directors elected at any meeting of the holders of voting securities of the Company are persons who were not nominated for such election by the Board of Directors of the Company or a duly constituted committee of the Board of Directors of the Company having authority in such matters; or (z) the Company merges or consolidates with or transfers substantially all of its assets to another personperson or entity. (2) The Executive shall have the right voluntarily to terminate his employment other than for Good Reason prior to the Scheduled Employment Termination Date, and if the Executive shall so terminate his employment, he shall be entitled only to payment of the amounts which would be payable under Section 10(b)(2) had he been terminated for Cause.

Termination of Employment by the Executive. (a1) The Executive may terminate his employment for Good Reason and receive the payments and benefits specified in Section 4.4 (a)(iii)(B))10(f) in the same manner as if the Company had terminated his employment without Cause. For purposes of this Agreement, “Good Reason” will exist if any one or more of the following occur: (iA) Failure by the Company to honor any of its obligations under this Agreement, including, without limitation, its obligations under Sections 1 and 3.4 Section 3 (Employment Capacity and Duties), . Section 3.5 4 (Executive Performance Covenants), Sections 3.1, 3.2, 3.3 . Section 5 (Compensation), . Section 3.7 6 (Reimbursement of Expenses). Sections 3.6 and 3.8 Section 7 (Employee Benefits, Vacations), . Section 11 (Indemnification) and Section 12.3 13 (Successors and Assigns); or (iiB) Any purported termination by the Company of the Executive’s employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 4.3 10(a) above and, for purposes of this Agreement, no such purported termination shall be effective.; or (iii) (AC) If there is a Change in Control of the Company (as defined below) and the employment of the Executive is concurrently or subsequently terminated (i) by the Company without Cause, (ii) by service of a Notice of Termination or (iii) by the resignation of the Employee because he has reasonably determined in good faith that his titles, authorities, responsibilities, salary, bonus opportunities or benefits have been materially diminished, or that a material adverse change in his working conditions has occurred or the Company has breached this Agreement, then Executive shall be entitled to the “Benefits” described in (B). For the purpose of this Agreement, a “Change in Control Control” of the Company has occurred when: (x) any person (defined for the purposes of this Section 10 to mean any person within the meaning of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than the Company, or an employee benefit plan established by the Board of Directors of the Company, acquires, directly or indirectly, the beneficial ownership (determined under Rule 13d-3 of the regulations promulgated by the Securities and Exchange Commission under Section 13(d) of the Exchange Act) of securities issued by the Company having twenty fifty percent (2050%) or more of the voting power of all of the voting securities issued by the Company in the election of directors at the meeting of the holders of voting securities to be held for such purpose; or (y) a majority of the directors elected at any meeting of the holders of voting securities of the Company are persons who were not nominated for such election by the Board of Directors of the Company or a duly constituted committee of the Board of Directors of the Company having authority in such matters; or (z) the Company merges or consolidates with or transfers substantially all of its assets to another person. (2) The Executive shall have the right voluntarily to terminate his employment other than for Good Reason prior to the Scheduled Employment Termination Date, and if the Executive shall so terminate his employment, he shall be entitled only to payment of the amounts which would be payable under Section 10(b)(2) had he been terminated for Cause.

Termination of Employment by the Executive. (a) The Executive may terminate his employment for Good Reason and receive the payments and benefits specified in Section 4.4 (a)(iii)(B))9(f) in the same manner as if the Company had terminated his employment other than for Cause. For purposes of this Agreement, “Good Reason” "GOOD REASON" will exist if any one or more of the following occur: (i1) Failure by the Company to honor any of its material obligations under this Agreement, including, without limitation, its obligations under Sections 1 and 3.4 Section 3 (Employment Capacity and DutiesEMPLOYMENT CAPACITY AND DUTIES), Section 3.5 4 (Executive Performance Covenants), Sections 3.1, 3.2, 3.3 (CompensationEXECUTIVE PERFORMANCE COVENANTS), Section 3.7 5 (Reimbursement of Expenses). Sections 3.6 and 3.8 (Employee Benefits, VacationsCOMPENSATION), Section 11 6 (IndemnificationPAYMENT OF EXPENSES), Section 7 (EMPLOYEE BENEFITS, VACATIONS) Section 12 (INDEMNIFICATION) and Section 12.3 14 (Successors and AssignsSUCCESSORS AND ASSIGNS); or (ii) Any purported termination by the Company of the Executive’s employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 4.3 above and, for purposes of this Agreement, no such purported termination shall be effective. (iii) (A2) If there is a Change in Control of the Company (as defined below) and the employment of the Executive is concurrently or subsequently within one (1) year thereafter terminated (i) by the Company without Cause, Cause or (ii) by service of a Notice of Termination or (iii) by the resignation of the Employee because he has reasonably determined in good faith that his titles, authorities, responsibilities, salary, bonus opportunities or benefits have been materially diminished, or that a material adverse change in his working conditions has occurred or the Company has breached this Agreement, then Executive shall be entitled to the “Benefits” described in (B). For the purpose of this Agreement, a Change in Control "CHANGE IN CONTROL" of the Company has will have occurred when: (x) any person (defined for the purposes of this Section 10 to mean any person within the meaning of Section 13(d) of the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”"EXCHANGE ACT")), other than the Company, or an employee benefit plan established by the Board of Directors of the Company, acquiresacquires after the sale hereof, directly or indirectly, the beneficial ownership (determined under Rule 13d-3 of the regulations promulgated by the Securities and Exchange Commission under Section 13(d) of the Exchange Act) of securities issued by the Company having twenty percent (20%) or more of the voting power of all of the voting securities issued by the Company in the election of directors at the meeting of the holders of voting securities to be held for such purpose; or (y) a majority of the directors elected at any meeting of the holders of voting securities of the Company are persons who were not nominated for such election by the Board of Directors of the Company or a duly constituted committee of the Board of Directors of the Company having authority in such matters; or (z) the Company merges or consolidates with or transfers substantially all of its assets to another personperson and the Company is not the survivor.

Termination of Employment by the Executive. (a) The If during the Employment Period there should occur any of the following events (each of the following being an event giving the Executive may terminate his employment the right to resign for Good Reason and receive the payments and benefits specified in Section 4.4 (a)(iii)(B)). For purposes of this Agreement, “Good Reason” will exist if any one or more of the following occur: ”): (i) Failure a change in the title and/or responsibilities of the Executive, such that the Executive is no longer the Chief Executive Officer of the Company and no longer has such responsibilities and authorities as are customarily exercisable by the Chief Executive Officer of a corporation or (ii) a failure by the Company to honor any of its obligations under this Agreementprovide the Executive with the Basic Compensation, including, without limitation, its obligations under Sections 1 and 3.4 (Employment Capacity and Duties), Section 3.5 (Executive Performance Covenants), Sections 3.1, 3.2, 3.3 (Compensation), Section 3.7 (Reimbursement of Expenses). Sections 3.6 and 3.8 (Employee Incentive Compensation or Benefits, Vacations)other than a failure that is not in bad faith and is remedied by the Company within 15 days after receipt of notice thereof given by the Executive, Section 11 or (Indemnificationiii) and Section 12.3 (Successors and Assigns); or (ii) Any purported termination a breach by the Company of any of the Executive’s employment material terms of this Agreement that is not effected pursuant remedied by the Company within 15 days of notice thereof by the Executive, the Executive may elect to a Notice terminate his employment by notice to the Company (subject to Article IV). If the Executive exercises such election, the Employment Period shall terminate effective upon the later to occur of: (x) the receipt of Termination satisfying such notice by the requirements Company and (y) the expiration of the 15-day period referred to in Section 4.3 above and, for purposes of this Agreement, no such purported termination shall be effective3.03(a)(ii) or (iii). (iii) (Ab) If there is a Change in Control the Executive exercises his election to terminate the rights and obligations of the parties pursuant to Section 3.03(a), the Company (as defined below) shall be obligated to pay the Executive and the employment of the Executive is concurrently or subsequently terminated (i) by the Company without Cause, (ii) by service of a Notice of Termination or (iii) by the resignation of the Employee because he has reasonably determined in good faith that his titles, authorities, responsibilities, salary, bonus opportunities or benefits have been materially diminished, or that a material adverse change in his working conditions has occurred or the Company has breached this Agreement, then Executive shall be entitled to receive in complete and total satisfaction of the “Benefits” described in (B). For the purpose of this Agreement, a Change in Control obligations of the Company hereunder, the salary and benefits continuation set forth in Section 3.01(d), subject to the conditions stated therein. In addition, if this Employment Agreement is terminated pursuant to this paragraph, the Executive shall immediately have the right to exercise all stock options contained in the Stock Option Plan, including those options for which the period during which such options may be exercised has occurred when: not yet commenced. (xc) If the Executive terminates this Employment Agreement for any person (defined for reason other than those contained in Section 3.02 and Section 3.03(a), the purposes of this Section to mean any person within the meaning of Section 13(d) rights and obligations of the Securities Exchange Act of 1934 parties hereunder shall terminate immediately (except as otherwise provided in Article IV) and the “Exchange Act”))Employment Period shall terminate immediately except that the Executive shall be entitled to receive, other than the Company, or an employee benefit plan established by the Board of Directors in complete and total satisfaction of the Company, acquires, directly or indirectly, the beneficial ownership (determined under Rule 13d-3 of the regulations promulgated by the Securities and Exchange Commission under Section 13(d) of the Exchange Act) of securities issued by the Company having twenty percent (20%) or more of the voting power of all of the voting securities issued by the Company in the election of directors at the meeting of the holders of voting securities to be held for such purpose; or (y) a majority of the directors elected at any meeting of the holders of voting securities obligations of the Company are persons who were not nominated for hereunder, his Basic Compensation, Incentive Compensation and Benefits through the date of such election by the Board of Directors of the Company or a duly constituted committee of the Board of Directors of the Company having authority in such matters; or (z) the Company merges or consolidates with or transfers substantially all of its assets to another persontermination.

Termination of Employment by the Executive. (a1) The Executive may terminate his employment for Good Reason and receive the payments and benefits specified in Section 4.4 (a)(iii)(B))11(f) in the same manner as if the Company had terminated his employment. For purposes of this Agreement, “"Good Reason” " will exist if any one or more of the following occur: (iA) Failure by the Company to honor any of its obligations under this Agreement, including, without limitation, its obligations under Sections 1 and 3.4 Section 3 (Employment Capacity and Duties), Section 3.5 4 (Executive Performance Covenants), Sections 3.1, 3.2, 3.3 Section 5 (Compensation), Section 3.7 6 (Reimbursement of Expenses). Sections 3.6 and 3.8 , Section 7 (Employee Benefits, Vacations, Life Insurance), Section 11 8 (Stock Options), Section 12 (Indemnification) and Section 12.3 13 (Successors and Assigns); or (iiB) Any purported termination by the Company of the Executive’s 's employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 4.3 11(a) above and, for purposes of this Agreement, no such purported termination shall be effective. (iii) (AC) If there is a Change in Control of the Company (as defined below) and the employment of the Executive is concurrently or subsequently terminated (i) by the Company without Cause, (ii) by service of a Notice of Termination or (iii) by the resignation of the Employee because he has reasonably determined in good faith that his titles, authorities, responsibilities, salary, bonus opportunities or benefits have been materially diminished, or that a material adverse change in his working conditions has occurred or the Company has breached this Agreement, then Executive shall be entitled to the “Benefits” described in (B). For the purpose of this Agreement, a Change in Control of the Company has occurred when: (x) any person (defined for the purposes of this Section 11 to mean any person within the meaning of Section 13(d) of the Securities Exchange Act of 1934 (the “"Exchange Act”")), other than the Company, or an employee benefit plan established by the Board of Directors of the Company, acquires, directly or indirectly, the beneficial ownership (determined under Rule 13d-3 13 d-3 of the regulations promulgated by the Securities and Exchange Commission under Section 13(d) of the Exchange Act) of securities issued by the Company having twenty percent (20%) % or more of the voting power of all of the voting securities issued by the Company in the election of directors at the next meeting of the holders of voting securities to be held for such purpose; or (y) a majority of the directors elected at any meeting of the holders of voting securities of the Company are persons who were not nominated for such election by the Board of Directors of the Company or a duly constituted committee of the Board of Directors of the Company having authority in such matters; or (z) the Company merges or consolidates with or transfers substantially all of its assets to another person. (2) The Executive shall have the right voluntarily to terminate his employment other than for Good Reason prior to the Scheduled Employment Termination Date, and if the Executive shall so terminate his employment, he shall be entitled only to payment of the amounts which would be payable under Section 11(b)(2) had he been terminated for Cause.

Termination of Employment by the Executive. (a1) The Executive may terminate his employment for Good Reason and receive the payments and benefits specified in Section 4.4 (a)(iii)(B))10(f) in the same manner as if the Company had terminated his employment. For purposes of this Agreement, “"Good Reason” " will exist if any one or more of the following occur: (iA) Failure by the Company to honor any of its obligations under this Agreement, including, without limitation, its obligations under Sections 1 and 3.4 Section 3 (Employment Capacity and Duties), Section 3.5 4 (Executive Performance Covenants), Sections 3.1, 3.2, 3.3 Section 5 (Compensation), Section 3.7 6 (Reimbursement of Expenses). Sections 3.6 and 3.8 , Section 7 (Employee Benefits, Benefits and Vacations), Section 11 (Indemnification) and Section 12.3 12 (Successors and Assigns); or (iiB) Any purported termination by the Company of the Executive’s 's employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 4.3 10(a) above and, for purposes of this Agreement, no such purported termination shall be effective. (iii) (AC) If there is a Change in Control of the Company (as defined below) and the employment of the Executive is concurrently or subsequently terminated (i) by the Company without Cause, Cause or (ii) by service of a Notice of Termination or (iii) by the resignation of the Employee because he has reasonably determined in good faith that his titles, authorities, responsibilities, salary, bonus opportunities or benefits have been materially diminished, or that a material adverse change in his working conditions has occurred or the Company has breached this Agreement, then Executive shall be entitled to the “Benefits” described in (B)Termination. For the purpose of this Agreement, a "Change in Control Control" of the Company has occurred when: (x) any person (defined for the purposes of this Section 10 to mean any person Person within the meaning of Section 13(d) of the Securities Exchange Act of 1934 as amended (the “"Exchange Act”")), ------------- other than the CompanyCompany or an Affiliate thereof, or an employee benefit plan established by the Board of Directors of the Company, acquires, directly or indirectly, the beneficial ownership (determined under Rule 13d-3 of the regulations promulgated by the Securities and Exchange Commission under Section 13(d) of the Exchange Act) of securities issued by the Company having twenty percent (20%) % or more of the voting power of all of the voting securities issued by the Company in the election of directors at the meeting of the holders of voting securities to be held for such purpose; or (y) a majority of the directors elected at any meeting of the holders of voting securities of the Company are persons who were not nominated for such election by the Board of Directors of the Company or a duly constituted committee of the Board of Directors of the Company having authority in such matters; or (z) the Company merges or consolidates with or transfers substantially all of its assets to another personperson or entity. (2) The Executive shall have the right voluntarily to terminate his employment other than for Good Reason prior to the Scheduled Employment Termination Date, and if the Executive shall so terminate his employment, he shall be entitled only to payment of the amounts which would be payable under Section 10(b)(2) had he been terminated for Cause.

Termination of Employment by the Executive. (a1) The Executive may terminate his employment for Good Reason and receive the payments and benefits specified in Section 4.4 ss.10 (a)(iii)(Bf) in the same manner as if the Company had terminated his employment other than pursuant to ss.10 (b), (c) or (d). For purposes of this Agreement, “"Good Reason” " will exist if any one or more of the following occur: (iA) Failure by the Company to honor any of its obligations under this Agreement, including, without limitation, its obligations under Sections 1 and 3.4 underss.3 (Employment Capacity and Duties), Section 3.5 Duties).ss.4 (Executive Performance Covenants), Sections 3.1, 3.2, 3.3 Covenants),ss.5 (Compensation), Section 3.7 Compensation).ss.6 (Reimbursement of Expenses). Sections 3.6 and 3.8 expenses),ss.7 (Employee Benefits, Vacations), Section 11 Life Insurance),ss.11 (Indemnification) and Section 12.3 andss.12 (Successors and Assigns); or (iiB) Any purported termination by the Company of the Executive’s 's employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 4.3 ss.10 (a) above and, for purposes of this Agreement, no such purported termination shall be effective. (iii2) (A) If The Executive shall have the right voluntarily to terminate his employment if there is a Change in Control of the Company (as defined below) and the employment of the Executive is concurrently or subsequently terminated (i) by the Company without Cause, (ii) by service of a Notice of Termination or (iii) by the resignation of the Employee because he has reasonably determined in good faith that his titles, authorities, responsibilities, salary, bonus opportunities or benefits have been materially diminished, or that a material adverse change in his working conditions has occurred or the Company has breached this Agreement, then Executive shall be entitled to the “Benefits” described in (B)Company. For the purpose purposes of this AgreementSection 10 (e)(2), a "Change in Control Control" of the Company has shall be deemed to have occurred when: (x) any person (defined for the purposes of this Section to mean any person within the meaning of Section 13(d) as of the Securities Exchange Act first day that any one or more of 1934 the following conditions shall have been satisfied: (the “Exchange Act”)), A) Any Person (other than a Person in control of the Company as of the Effective date, or other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or an employee benefit plan established a company owned directly or indirectly by the Board stockholders of Directors the Company in substantially the same proportions as their ownership of voting securities of the Company, acquires) becomes the Beneficial Owner, directly or indirectly, the beneficial ownership (determined under Rule 13d-3 of securities of the regulations promulgated by the Securities and Exchange Commission under Section 13(d) of the Exchange Act) of securities issued by the Company having twenty percent (20%) or more of the voting power of all of the voting securities issued by the Company in the election of directors at the meeting of the holders of voting securities to be held for such purpose; or (y) representing a majority of the directors elected at any meeting combined voting power of the holders Company's then outstanding securities; (B) The stockholders of the Company approve: (i) a plan of complete liquidation of the Company; or (ii) an agreement for the sale or disposition of all or substantially all the Company's assets; or (iii) a merger, consolidation, or reorganization of the Company with or involving any other corporation, other than a merger, consolidation, or reorganization that would result in the voting securities of the Company are persons outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least a majority of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization; or (C) During any period of two consecutive years during the term of this Agreement, individuals who were not nominated for at the beginning of such election by period constitute the Company's Board of Directors cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the Company or a duly constituted committee beginning of the Board of Directors of the Company having authority in such matters; or (z) the Company merges or consolidates with or transfers substantially all of its assets to another person.period has been approved

Termination of Employment by the Executive. (a) The Executive may terminate his employment for Good Reason and receive the payments and benefits specified in Section 4.4 (a)(iii)(B)). For purposes of this Agreement, “Good Reason” will exist if any one or more of the following occur: (i) Failure by the Company to honor any of its obligations under this Agreement, including, without limitation, its obligations under Sections 1 and 3.4 (Employment Capacity and Duties), Section 3.5 (Executive Performance Covenants), Sections 3.1, 3.2, 3.3 (Compensation), Section 3.7 (Reimbursement of Expenses). Sections 3.6 and 3.8 (Employee Benefits, Vacations), Section 11 (Indemnification) and Section 12.3 (Successors and Assigns); or (ii) Any purported termination by the Company of the Executive’s employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 4.3 above and, for purposes of this Agreement, no such purported termination shall be effective. (iii) (A) If there is a Change in Control of the Company (as defined below) and the employment of the Executive is concurrently or subsequently terminated (i) by the Company without Cause, (ii) by service of a Notice of Termination or (iii) by the resignation of the Employee because he has reasonably determined in good faith that his titles, authorities, responsibilities, salary, bonus opportunities or benefits have been materially diminished, or that a material adverse change in his working conditions has occurred or the Company has breached this Agreement, then Executive shall be entitled to the “Benefits” described in (B). For the purpose of this Agreement, a Change in Control of the Company has occurred when: (x) any person (defined for the purposes of this Section to mean any person within the meaning of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than the Company, or an employee benefit plan established by the Board of Directors of the Company, acquires, directly or indirectly, the beneficial ownership (determined under Rule 13d-3 of the regulations promulgated by the Securities and Exchange Commission under Section 13(d) of the Exchange Act) of securities issued by the Company having twenty percent (20%) or more of the voting power of all of the voting securities issued by the Company in the election of directors at the meeting of the holders of voting securities to be held for such purpose; or (y) a majority of the directors elected at any meeting of the holders of voting securities of the Company are persons who were not nominated for such election by the Board of Directors of the Company or a duly constituted committee of the Board of Directors of the Company having authority in such matters; or (z) the Company merges or consolidates with or transfers substantially all of its assets to another person.

Termination of Employment by the Executive. (a1) The Executive may terminate his employment for Good Reason and receive the payments and benefits specified in Section 4.4 (a)(iii)(B))10(f) in the same manner as if the Company had terminated his employment. For purposes of this Agreement, “"Good Reason” " will exist if any one or more of the following occur: (iA) Failure by the Company to honor any of its obligations under this Agreement, including, without limitation, its obligations under Sections 1 and 3.4 Section 3 (Employment Capacity and Duties), Section 3.5 4 (Executive Performance Covenants), Sections 3.1, 3.2, 3.3 Section 5 (Compensation), Section 3.7 6 (Reimbursement of Expenses). Sections 3.6 and 3.8 , Section 7 (Employee Benefits, Vacations), Section 11 12 (Indemnification) and ), and/or Section 12.3 14 (Successors and Assigns); or (iiB) Any purported termination by the Company of the Executive’s 's employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 4.3 10(a) above and, for purposes of this Agreement, no such purported termination shall be effective. (iii) (AC) If there is a Change in Control of the Company (as defined below) and the employment of the Executive is concurrently or subsequently terminated (i) by the Company without Cause, (ii) by service of a Notice of Termination or (iii) by the resignation of the Employee because he has reasonably determined in good faith that his titles, authorities, responsibilities, salary, bonus opportunities or benefits have been materially diminished, or that a material adverse change in his working conditions has occurred or the Company has breached this Agreement, then Executive shall be entitled to the “Benefits” described in (B). For the purpose of this Agreement, a Change in Control of the Company has occurred when: (x) any person (defined for the purposes of this Section 10 to mean any person within the meaning of Section 13(d) of the Securities Exchange Act of 1934 (the “"Exchange Act”")), other than the Company, or an employee benefit plan established by the Board of Directors of the Company, acquires, directly or indirectly, the beneficial ownership (determined under Rule 13d-3 of the regulations promulgated by the Securities and Exchange Commission under Section 13(d) of the Exchange Act) of securities issued by the Company having twenty percent (20%) or more of the voting power of all of the voting securities issued by the Company in the election of directors at the a meeting of the holders of voting securities to be held for such purpose; or (y) a majority of the directors elected at any meeting of the holders of voting securities of the Company are persons who were not nominated for such election by the Board of Directors of the Company or a duly constituted committee of the Board of Directors of the Company having authority in such matters; or (z) the Company merges or consolidates with or transfers substantially all of its assets to another person. (2) The Executive shall have the right voluntarily to terminate his employment other than for Good Reason prior to the Scheduled Employment Termination Date, and if the Executive shall so terminate his employment, he shall be entitled only to payment of the amounts which would be payable under Section 10(b)(2) had he been terminated for Cause.