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

Termination of Employment by the Executive. The Executive may terminate employment hereunder without “Good Reason” by delivering to the Company, not less than thirty (30) days prior to the Termination Date, a written notice of termination. The Executive may terminate employment hereunder for “Good Reason” by delivering to the Company not less than thirty (30) days prior to the Termination Date, a written notice of termination setting forth in reasonable detail the facts and circumstances which constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events, without the express written consent of the Executive, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification by the Executive to the Company of the occurrence of one of the following reasons: (i) the assignment to the Executive of any duties materially inconsistent with the Executive's positions, material duties, authority, responsibilities or reporting requirements with the Company; (ii) a reduction in or a material delay in payment of the Executive's total cash compensation; (iii) the Company requires the Executive to be based outside of the United States, other than on travel reasonably required to carry out the Executive's duties to the Company; or (iv) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within fifteen (15) days after a Change in Control (as defined below). The Executive shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within thirty (30) days after the first occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company's thirty (30)-day cure period described above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived by the Executive.

Termination of Employment by the Executive. The Executive may terminate employment hereunder without “Good Reason” by delivering to the Company, not less than thirty (30) days prior to the Termination Date, a written notice of termination. The Executive may terminate employment hereunder for “Good Reason” by delivering to the Company not less than thirty (30) days prior to the Termination Date, a written notice of termination setting forth in reasonable detail the facts and circumstances which constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events, without the express written consent of the Executive, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification by the Executive to the Company of the occurrence of one of the following reasons: (i) the assignment to the Executive of any duties materially inconsistent with the Executive's ’s positions, material duties, authority, responsibilities or reporting requirements with the Company; (ii) a reduction in or a material delay in payment of the Executive's ’s total cash compensation; (iii) the Company requires the Executive to be based outside at a location more than sixty (60) miles from the Executive’s principal residence as of the United StatesEffective Date, other than on travel reasonably required to carry out the Executive's ’s duties to the Company; or (iv) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within fifteen (15) days after a Change in Control (as defined below). The Executive shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within thirty (30) days after the first occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company's ’s thirty (30)-day cure period described above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived by the Executive.

Termination of Employment by the Executive. The Executive may terminate employment hereunder without “Good Reason” by delivering to the Company, not less than thirty (30) days prior to the Termination Date, a written notice of termination. The Executive may terminate employment hereunder for “Good Reason” by delivering to the Company not less than thirty (30) days prior to the Termination Date, a written notice of termination setting forth in reasonable detail the facts and circumstances which constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events, without the express written consent of the Executive, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification by the Executive to the Company of the occurrence of one of the following reasons: (i) the assignment to the Executive of any duties materially inconsistent with the Executive's ’s positions, material duties, authority, responsibilities or reporting requirements with the Company; (ii) a reduction in or a material delay in payment of the Executive's ’s total cash compensation; (iii) the Company requires the Executive to be based outside of the United States, other than on travel reasonably required to carry out the Executive's ’s duties to the Company; or (iv) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within fifteen (15) days after a Change in Control (as defined below). The Executive shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within thirty (30) days after the first occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company's ’s thirty (30)-day cure period described above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived by the Executive.

Termination of Employment by the Executive. The (a) 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 employment hereunder without “Good Reason” by delivering the right to the Company, not less than thirty (30) days prior to the Termination Date, a written notice of termination. The Executive may terminate employment hereunder resign for “Good Reason” by delivering to ”): (i) a change in the Company not less than thirty (30) days prior to the Termination Date, a written notice of termination setting forth in reasonable detail the facts and circumstances which constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events, without the express written consent title and/or responsibilities of the Executive, unless such events that the Executive is no longer functionally the President and Chief Financial Officer of the Company and no longer has such responsibilities and authorities as are fully corrected customarily exercisable by the President and Chief Financial Officer of a corporation, (ii) a failure by the Company to provide the Executive with Basic Compensation, Incentive Compensation (if applicable) or Benefits, other than a failure that is not in all material respects bad faith and is remedied by the Company within thirty (30) 15 days following written notification after receipt of notice thereof given by the Executive, or (iii) a breach by the Company of a material term of this Agreement that is not remedied by the Company within 15 days of notice thereof by the Executive, the Executive may elect to terminate her employment by notice to the Company (subject to Article IV hereof). If the Executive exercises such election, the Employment Period shall terminate effective upon the later to occur of (x) receipt of such notice by the Company and (y) expiration of the occurrence of one 15-day period referred to in Section 3.03(a)(ii) or (iii). (b) If the Executive exercises her election to terminate pursuant to Section 3.03(a), the Company shall be obligated to pay the Executive and the Executive shall be entitled to receive, in complete and total satisfaction of the following reasons: obligations of the Company hereunder, an amount equal to the greater of (i) Basic Compensation for the assignment to period commencing on the Executive date of any duties materially inconsistent with the Executive's positionssuch termination and ending June 30, material duties2008, authority, responsibilities or reporting requirements with the Company; and (ii) a reduction Basic Compensation for the period commencing on the date of such termination and ending on the date that is twelve (12) months thereafter. Basic Compensation shall be paid at the intervals set forth in Article II. (c) If the Executive terminates this Employment Agreement for any reason other than those contained in Sections 3.03(a) or a material delay in payment 3.04, the rights and obligations of the Executive's total cash compensation; parties hereunder shall terminate immediately (iiiexcept as otherwise provided in Article IV) and the Company requires Employment Period shall terminate immediately except that the Executive shall be entitled to be based outside receive, in complete and total satisfaction of the United States, other than on travel reasonably required to carry out the Executive's duties to the Company; or (iv) the failure obligations of the Company to obtain hereunder, her Basic Compensation, Incentive Compensation and Benefits through the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within fifteen (15) days after a Change in Control (as defined below). The Executive shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within thirty (30) days after the first occurrence date of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company's thirty (30)-day cure period described above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived by the Executivetermination.

Termination of Employment by the Executive. The Executive may terminate employment hereunder without “Good Reason” by delivering to (a) If during the Company, not less than thirty (30) days prior to the Termination Date, a written notice of termination. The Executive may terminate employment hereunder for “Good Reason” by delivering to the Company not less than thirty (30) days prior to the Termination Date, a written notice of termination setting forth in reasonable detail the facts and circumstances which constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of Employment Period there should occur any of the following events, without events (each of the express written consent following being an event giving the Executive the right to resign for "Good Reason”): (i) a change in the title and/or responsibilities of the Executive, unless such events that the Executive is no longer functionally the Senior Vice President and General Counsel of the Company and no longer has such responsibilities and authorities as are fully corrected customarily exercisable by the Senior Vice President and General Counsel of a corporation or (ii) a failure by the Company to provide the Executive with Basic Compensation, Incentive Compensation or Benefits, other than a failure that is not in all material respects bad faith and is remedied by the Company within thirty (30) 15 days following written notification after receipt of notice thereof given by the Executive, or (iii) a breach by the Company of a material term of this Agreement that is not remedied by the Company within 15 days of notice thereof by the Executive, the Executive may elect to 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) receipt of such notice by the Company and (y) expiration of the occurrence of one 15-day period referred to in Section 3.03(a)(ii) or (iii). (b) If the Executive exercises his election to terminate pursuant to Section 3.03(a), the Company shall be obligated to pay the Executive and the Executive shall be entitled to receive, in complete and total satisfaction of the following reasons: (i) the assignment to the Executive of any duties materially inconsistent with the Executive's positions, material duties, authority, responsibilities or reporting requirements with the Company; (ii) a reduction in or a material delay in payment of the Executive's total cash compensation; (iii) the Company requires the Executive to be based outside of the United States, other than on travel reasonably required to carry out the Executive's duties to the Company; or (iv) the failure obligations of the Company hereunder, an amount equal to obtain Basic Compensation for the assumption period commencing on the date of such termination and ending nine months thereafter. (c) If the Executive terminates this Employment Agreement for any reason other than those contained in writing of its obligation to perform Section 3.03(a), or this Agreement by any successor terminates pursuant to all or substantially all Section 3.02, the rights and obligations of the assets parties hereunder shall terminate immediately (except as otherwise provided in Article IV) and the Employment Period shall terminate immediately except that the Executive shall be entitled to receive, in complete and total satisfaction of the obligations of the Company within fifteen (15) days after a Change in Control (as defined below). The Executive shall provide hereunder, his Basic Compensation, Incentive Compensation and Benefits through the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within thirty (30) days after the first occurrence date of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company's thirty (30)-day cure period described above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived by the Executivetermination.

Termination of Employment by the Executive. 18.1 The Executive may shall have the right to terminate his employment hereunder without “at any time for Good Reason” Reason by delivering to immediate notice if, following submission of the Company, not less than thirty (30) days prior to the Termination Date, a written notice of termination. The by the Executive may terminate employment hereunder for “Good Reason” by delivering to the Company not less than thirty (30) days prior detailing the events alleged to the Termination Date, a written notice of termination setting forth in reasonable detail the facts and circumstances which constitute Good ReasonReason in accordance with this Clause, the Company shall have failed to cure such events within the 30 day period following submission of such notice. For purposes of this Agreement, “‘‘Good Reason” ’’ shall mean the occurrence of any of the following events, without the express written consent of the Executive, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification by the Executive to the Company of the occurrence of one of the following reasons: (i) a reduction in the Executive’s annual base salary or annual bonus opportunity, or the failure to pay or provide the same when due, (ii) a material diminution in the Executive’s duties, authority, responsibilities or title, or the assignment to the Executive of any duties or responsibilities which are materially inconsistent with the Executive's his positions, material duties, authority, responsibilities or reporting requirements with the Company; (ii) a reduction in or a material delay in payment of the Executive's total cash compensation; (iii) the Company requires removal of the Executive to be based outside of from the United Statesposition described in Clause 3, other than on travel reasonably required to carry out the Executive's duties to the Company; or (iv) the failure Company’s requiring the 7 Table of Contents Executive to be based at any office or location more than fifty (50) miles from the Executive’s office as of the date hereof; provided, however, that no such event(s) shall constitute ‘‘Good Reason’’ unless the Company shall have failed to cure such event(s) within 30 days after receipt by the Company from the Executive of written notice describing in detail such event(s). 18.2 The Executive shall have the right to terminate his employment at any time without Good Reason upon giving 12 months’ prior written notice to the Company. 18.3 If the Executive gives notice to terminate his employment without Good Reason under Clause 18.2 or if the Executive seeks to terminate his employment without Good Reason and without the notice required by Clause 18.2 or the Company gives notice to terminate the Executive’s employment under Clause 17.1(i), then provided the Company continues to provide the Executive with the salary and contractual benefits in accordance with this Agreement, the Company has, at its discretion, the right for the period (the ‘‘Garden Leave Period’’) then outstanding until the date of the termination of the Executive's employment: (a) to exclude the Executive from any premises of the Company or any Group Company and require the Executive not to obtain the assumption in writing of its obligation to perform this Agreement by attend at any successor to all or substantially all of the assets premises of the Company within fifteen or any Group Company; and/or (15b) days after a Change in Control to require the Executive to carry out no duties; and/or (as defined belowc) to require the Executive not to communicate or deal with any employees, agents, consultants, clients or other representatives of the Company or any other Group Company; and/or (d) to require the Executive to resign with immediate effect from any offices he holds with the Company or any other Group Company (and any related trusteeships); and/or (e) to require the Executive to take any holiday which has accrued under clause 9 during the Garden Leave Period. The Executive shall provide the Company with a written notice detailing the specific circumstances alleged continue to constitute Good Reason within thirty (30) days after the first occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company's thirty (30)-day cure period described above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived bound by the Executive.duties set out in Clause 5 (insofar as they are compatible with being placed on garden leave), the restrictions set out in Clause 14.2 and all duties of good faith and fidelity during the Garden Leave Period

Termination of Employment by the Executive. 17.1 The Executive may may, for any reason, terminate his employment hereunder without “Good Reason” by delivering upon six (6) months' written notice to the Company. Following such notice from the Executive, not less than thirty (30) days prior the Company may require the Executive to perform his duties to the Termination Date, a written notice date of termination. The , or some other mutually agreed earlier date of termination, and the Executive may terminate employment hereunder for “Good Reason” by delivering will be paid his prevailing Basic Salary and Monthly Expense Allowance to the date of termination (plus any applicable Annual Cash Bonus with Bonus Targets being considered fully met irrespective of whether such Bonus Targets were established for the period in question, prorated up to and including the end of the month in which the date of termination occurs) but the Company not less than thirty will be under no obligation to make the Severance Payment set out in Section 16.3. 17.2 If at any time without the Executive’s prior written consent (30i) days prior any change, event, activity or decision occurs within the Company that is materially adverse to the Termination DateExecutive’s position, title, status, job description, duties, responsibilities or actual authority hereunder, or (ii) the Executive is required by the Company to relocate his Place of Employment more than fifty (50) kilometres from his then usual Place of Employment, or (iii) the Executive ceases to be a written notice director of termination setting forth the Company for any reason other than pursuant to his resignation, death or legal disqualification (in reasonable detail the facts and circumstances which constitute Good Reason. For purposes of this Agreementeach case in (i), (ii) or (iii) above, “Good Reason” shall mean the occurrence of any of the following events”) then, without the express written consent of the Executive, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification by of the Executive becoming aware of the existence of a Good Reason, the Executive may give written notice of such Good Reason to the Company. If, within fourteen (14) days of receipt of the Executive’s notice, the Company of has not rescinded or rectified the matter constituting the Good Reason, or denied the occurrence of one the event, the Executive will be entitled for a further period of thirty (30) days to give written notice of the following reasons: (i) termination of his employment hereunder. If the assignment Company does rescind or rectify the matter and provides written notification of doing so to the Executive Executive, or denies the occurrence of any duties materially inconsistent with the Executive's positionsevent, material duties, authority, responsibilities or reporting requirements with the Company; within fourteen (ii14) a reduction in or a material delay in payment days from receipt of the Executive's total cash compensation; ’s notice of the Good Reason, the Executive will be deemed to have accepted such rescindment, rectification or denial unless within thirty (iii30) days of written notification of rescindment, rectification, or denial from the Company requires the Executive elects to dispute such rescindment, rectification, or denial by giving written notice of termination of employment for Good Reason. Upon having given written notice of termination of employment for Good Reason, the Executive will be based outside of entitled to receive from the United StatesCompany, other than on travel reasonably required and the Company will be obliged to carry out pay to the Executive's duties , the Severance Payment in accordance with Section 16.3, subject only to the Company; or (iv) the failure of Section 17.3. Employment Agreement 17.3 If the Company disputes the Executive’s right to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within fifteen (15) days after a Change in Control (as defined below). The Executive shall provide the Company with a written notice detailing the specific circumstances alleged to constitute terminate his employment for Good Reason pursuant to Section 17.2, such dispute will be resolved by structured negotiation with the assistance of a mediator agreed to by the parties or failing agreement, appointed by the British Columbia International Commercial Arbitration Centre under its commercial mediation rules. If the dispute cannot be settled within a period of thirty (30) days after the first occurrence mediator has been appointed, or such longer period agreed to by the parties, the dispute will be referred to and finally resolved by arbitration in Vancouver, British Columbia pursuant to the terms of such circumstances, and actually terminate employment the British Columbia Commercial Arbitration Act. The arbitral tribunal will be comprised of a single arbitrator agreed upon by the parties. If the parties are unable to agree to the appointment of an arbitrator within thirty fifteen (3015) days following of delivery of a request for arbitration by either party to the expiration other, a request for appointment of the Company's thirty (30)-day cure period described abovearbitrator may be made to the Executive Director of the British Columbia International Commercial Arbitration Centre. OtherwiseIf for any reason the Executive Director is unable to make the appointment request, any claim a request will be made for appointment of such circumstances the arbitrator to the Supreme Court of British Columbia. Each party will bear its own costs of legal representation and assistance. All other costs, including the fees and expenses of the mediator, the arbitrator and administrative fees and charges, will be as “Good Reason” shall be deemed irrevocably waived awarded by the Executivearbitrator.

Termination of Employment by the Executive. 18.1 The Executive may shall have the right to terminate his employment hereunder without “at any time for Good Reason” Reason by delivering to immediate notice if, following submission of the Company, not less than thirty (30) days prior to the Termination Date, a written notice of termination. The by the Executive may terminate employment hereunder for “Good Reason” by delivering to the Company not less than thirty (30) days prior detailing the events alleged to the Termination Date, a written notice of termination setting forth in reasonable detail the facts and circumstances which constitute Good ReasonReason in accordance with this Clause, the Company shall have failed to cure such events within the 30 day period following submission of such notice. For purposes of this Agreement, “‘‘Good Reason” ’’ shall mean the occurrence of any of the following events, without the express written consent of the Executive, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification by the Executive to the Company of the occurrence of one of the following reasons: (i) a reduction in the Executive’s annual base salary or annual bonus opportunity, or the failure to pay or provide the same when due, (ii) a material diminution in the Executive’s duties, authority, responsibilities or title, or the assignment to the Executive of any duties or responsibilities which are materially inconsistent with the Executive's his positions, material duties, authority, responsibilities or reporting requirements with the Company; (ii) a reduction in or a material delay in payment of the Executive's total cash compensation; (iii) the Company requires removal of the Executive from the position described in Clause 3, (iv) or (iv) the Company’s requiring the Executive to be based outside at any office or location more than fifty (50) miles from the Executive’s office as of the United Statesdate hereof; provided, other than on travel reasonably however, that no such event(s) shall constitute ‘‘Good Reason’’ unless the Company shall have failed to cure such event(s) within 30 days after receipt by the Company from the Executive of written notice describing in detail such event(s). 18.2 The Executive shall have the right to terminate his employment at any time without Good Reason upon giving 12 months’ prior written notice to the Company. 18.3 If the Executive gives notice to terminate his employment without Good Reason under Clause 18.2 or if the Executive seeks to terminate his employment without Good Reason and without the notice required by Clause 18.2 or the Company gives notice to terminate the Executive’s employment under Clause 17.1(i), then provided the Company continues to provide the Executive with the salary and contractual benefits in accordance with this Agreement, the Company has, at its discretion, the right for the period (the ‘‘Garden Leave Period’’) then outstanding until the date of the termination of the Executive's employment: (a) to exclude the Executive from any premises of the Company or any Group Company and require the Executive not to attend at any premises of the Company or any Group Company; and/or (b) to require the Executive to carry out no duties; and/or (c) to require the Executive's duties Executive not to the Company; communicate or (iv) the failure deal with any employees, agents, consultants, clients or other representatives of the Company or any other Group Company; and/or (d) to obtain require the assumption in writing of its obligation Executive to perform this Agreement by resign with immediate effect from any successor to all or substantially all of the assets of offices he holds with the Company within fifteen or any other Group Company (15and any related trusteeships); and/or (e) days after a Change in Control (as defined below)to require the Executive to take any holiday which has accrued under clause 9 during the Garden Leave Period. The Executive shall provide the Company with a written notice detailing the specific circumstances alleged continue to constitute Good Reason within thirty (30) days after the first occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company's thirty (30)-day cure period described above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived bound by the Executive.duties set out in Clause 5 (insofar as they are compatible with being placed on garden leave), the restrictions set out in Clause 14.2 and all duties of good faith and fidelity during the Garden Leave Period

Termination of Employment by the Executive. The Executive may terminate employment hereunder without “Good Reason” by delivering to the Company, not less than thirty (30) days prior to the Termination Date, a written notice of termination. This provision does not change the at-will nature of Executive’s employment, and the Company may end Executive’s employment, pursuant to Executive’s notice, prior to the expiration of the thirty (30) days’ notice. The Executive may terminate employment hereunder for “Good Reason” by delivering to the Company not less than thirty (30) days prior to the Termination Date, a written notice of termination setting forth in reasonable detail the facts and circumstances which constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events, without the express written consent of the Executive, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification by the Executive to the Company of the occurrence of one of the following reasons: (i) the assignment to the Executive of any duties materially inconsistent with the Executive's ’s positions, material duties, authority, responsibilities or reporting requirements with the Company; (ii) a reduction in or a material delay in payment of the Executive's ’s total cash compensationcompensation and benefits; (iii) the Company, the Board or any person or group controlling the Company requires the Executive to be based outside at a location more than sixty (60) miles from the Executive’s principal residence as of the United StatesEffective Date, other than on travel reasonably required to carry out the Executive's ’s duties to the Company; or (iv) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within fifteen (15) days after a Change in Control (as defined below); or (v) the Company’s material breach of any provision of this Agreement. The Executive shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within thirty (30) days after the first occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company's ’s thirty (30)-day cure period described above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived by the Executive. This provision does not change the at-will nature of Executive’s employment, and the Company may end Executive’s employment, pursuant to Executive’s notice, prior to the expiration of the thirty (30)-day cure period.

Termination of Employment by the Executive. The (a) If during the Period there should occur any of the following events (each of the following being giving the Executive may terminate employment hereunder without “the right to resign for "Good Reason” by delivering to "): (i) a material change in the Companytitle and/or responsibilities of the Executive, not less than thirty (30) days prior to such that the Termination DateExecutive is no longer functionally the Senior Vice-President, a written notice Drug Development of termination. The Executive may terminate employment hereunder for “Good Reason” by delivering to the Company and no longer has substantially such responsibilities and authority as exercisable by him initially or in substitution therefore with his consent not less unreasonably withheld or (ii) a failure by the Company to provide the Executive with Basic Compensation, Incentive Compensation or Benefits, other than thirty 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, or (30iii) days prior to a breach by the Termination Date, a written notice of termination setting forth in reasonable detail the facts and circumstances which constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence Company of any of the following events, without the express written consent material terms of the Executive, unless such events are fully corrected in all material respects this Agreement that is not remedied by the Company within thirty (30) 15 days following written notification of notice thereof by the Executive, the Executive may elect to terminate his by notice to the Company (subject to Article IV). If the Executive exercises such election, the Period shall terminate effective upon the later to occur of (x) receipt of such notice by the Company and (y) expiration of the occurrence of one 15-day period referred to in Section 3.03(a)(ii) or (iii). (b) If the Executive exercises his election to terminate pursuant to Section 3.03(a), the Company shall be obligated to pay the Executive and the Executive shall be entitled to receive, in complete and total satisfaction of the following reasons: (i) the assignment to the Executive of any duties materially inconsistent with the Executive's positions, material duties, authority, responsibilities or reporting requirements with the Company; (ii) a reduction in or a material delay in payment of the Executive's total cash compensation; (iii) the Company requires the Executive to be based outside of the United States, other than on travel reasonably required to carry out the Executive's duties to the Company; or (iv) the failure obligations of the Company hereunder, an amount equal to obtain Basic Compensation for the assumption in writing period commencing on the date of its obligation to perform such termination and ending on the date that is three years after commencement of hereunder. (c) If the Executive terminates this Agreement by for any successor to all or substantially all reason other than those contained in Section 3.02 and Section 3.03(a), the rights and obligations of the assets parties hereunder shall terminate immediately (except as otherwise provided in Article IV) and the Period shall terminate immediately except that the Executive shall be entitled to receive, in complete and total satisfaction of the obligations of the Company within fifteen (15) days after a Change in Control (as defined below). The Executive shall provide hereunder, his Basic Compensation, Incentive Compensation and Benefits through the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within thirty (30) days after the first occurrence date of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company's thirty (30)-day cure period described above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived by the Executivetermination.

Termination of Employment by the Executive. 18.1 The Executive may shall have the right to terminate his employment hereunder without “at any time for Good Reason” Reason by delivering to immediate notice if, following submission of the Company, not less than thirty (30) days prior to the Termination Date, a written notice of termination. The by the Executive may terminate employment hereunder for “Good Reason” by delivering to the Company not less than thirty (30) days prior detailing the events alleged to the Termination Date, a written notice of termination setting forth in reasonable detail the facts and circumstances which constitute Good ReasonReason in accordance with this Clause, the Company shall have failed to cure such events within the 30 day period following submission of such notice. For purposes of this Agreement, “‘‘Good Reason” ’’ shall mean the occurrence of any of the following events, without the express written consent of the Executive, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification by the Executive to the Company of the occurrence of one of the following reasons: (i) a reduction in the Executive’s annual base salary or annual bonus opportunity, or the failure to pay or provide the same when due, (ii) a material diminution in the Executive’s duties, authority, responsibilities or title, or the assignment to the Executive of any duties or responsibilities which are materially inconsistent with the Executive's his positions, material duties, authority, responsibilities or reporting requirements with the Company; (ii) a reduction in or a material delay in payment of the Executive's total cash compensation; (iii) the Company requires removal of the Executive from the position described in Clause 3, or (iv) the Company’s requiring the Executive to be based outside at any office or location more than fifty (50) miles from the Executive’s office as of the United Statesdate hereof; provided, other than on travel reasonably however, that no such event(s) shall constitute ‘‘Good Reason’’ unless the Company shall have failed to cure such event(s) within 30 days after receipt by the Company from the Executive of written notice describing in detail such event(s). 18.2 The Executive shall have the right to terminate his employment at any time without Good Reason upon giving 12 months’ prior written notice to the Company. 18.3 If the Executive gives notice to terminate his employment without Good Reason under Clause 18.2 or if the Executive seeks to terminate his employment without Good Reason and without the notice required by Clause 18.2 or the Company gives notice to terminate the Executive’s employment under Clause 17.1(i), then provided the Company continues to provide the Executive with the salary and contractual benefits in accordance with this Agreement, the Company has, at its discretion, the right for the period (the ‘‘Garden Leave Period’’) then outstanding until the date of the termination of the Executive’s employment: (a) to exclude the Executive from any premises of the Company or any Group Company and require the Executive not to attend at any premises of the Company or any Group Company; and/or (b) to require the Executive to carry out no duties; and/or (c) to require the Executive's duties Executive not to the Company; communicate or (iv) the failure deal with any employees, agents, consultants, clients or other representatives of the Company or any other Group Company; and/or (d) to obtain require the assumption in writing of its obligation Executive to perform this Agreement by resign with immediate effect from any successor to all or substantially all of the assets of offices he holds with the Company within fifteen or any other Group Company (15and any related trusteeships); and/or (e) days after a Change in Control (as defined below)to require the Executive to take any holiday which has accrued under clause 9 during the Garden Leave Period. The Executive shall provide the Company with a written notice detailing the specific circumstances alleged continue to constitute Good Reason within thirty (30) days after the first occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company's thirty (30)-day cure period described above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived bound by the Executive.duties set out in Clause 5 (insofar as they are compatible with being placed on garden leave), the restrictions set out in Clause 14.2 and all duties of good faith and fidelity during the Garden Leave Period