Common use of Termination with Good Reason Clause in Contracts

Termination with Good Reason. If the Company: (i) requires Employee to relocate his home, without Employee's consent, to a location which is more than 75 miles from 000 Xxxx Xxxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000; or (ii) fails to provide Employee with the compensation and benefits called for by this Agreement; or (iii) assigns Employee to a lower organizational level than the level at which he is on the date of this Agreement assigned, or substantially diminishes Employee's assignment, duties, responsibilities, or operating authority from those specified in Section 1 ("Duties"); or (iv) fails to implement an incentive compensation plan required by Section 3(b) ("Compensation-Incentive Compensation"); or (v) fails to implement an equity plan or arrangement required by Section 4(b) ("Fringe Benefits-Equity Plan"); or (vi) is divested, by sale, closure, liquidation, foreclosure, or other means, of any substantial part of its assets or business as now held or conducted; or (vii) breaches this Agreement and such breach continues for a period of thirty (30) days after written notice thereof given by Employee to the Company, then any one or more of such circumstances shall constitute "Good Reason", and, subject to the provisions of Section 10 ("Means and Effect of Termination"), Employee shall have the right to terminate this Agreement and his employment hereunder for Good Reason, if, thirty (30) days after the effective date of Employee's notice to the Company of such circumstances constituting Good Reason, such circumstances continue to exist, and for all purposes of this Agreement any such termination of this Agreement by Employee shall have the same effects under this Agreement as the termination of the Employee's employment under this Agreement by Company without "cause."

Termination with Good Reason. If The Executive may terminate the CompanyPeriod of Employment and resign from employment hereunder for “Good Reason” if any of the following occur without Executive’s consent: (i) if the Company requires Employee Executive to relocate his home, without Employee's consent, her principal office to a location which is more than 75 miles from 000 Xxxx Xxxxxxx Xxxxxoutside of Orange County, Xxxx Xxxx Xxxx, Xxxx 00000California; or (ii) if the Company fails to provide Employee Executive with the compensation and benefits called for by this Agreement; or (iii) assigns Employee to a lower organizational level than if the level at which he is on the date of this Agreement assigned, or substantially Company materially diminishes Employee's assignmentExecutive’s authority, duties, responsibilities, or operating authority from those specified in Section 1 ("Duties"); or (iv) fails to implement an incentive compensation plan required by Section 3(bif the Company materially breaches any provision of this Agreement; provided, however, that none of the events described above shall constitute Good Reason unless Executive shall have notified the Board of Directors in writing describing the event(s) which constitute Good Reason within sixty ("Compensation-Incentive Compensation"); or (v) fails to implement an equity plan or arrangement required by Section 4(b) ("Fringe Benefits-Equity Plan"); or (vi) is divested, by sale, closure, liquidation, foreclosure, or other means, of any substantial part of its assets or business as now held or conducted; or (vii) breaches this Agreement and such breach continues for a period of thirty (3060) days after written notice thereof given by Employee to of the Company, then any one or more initial existence of such circumstances shall constitute "Good Reason", and, subject to event(s) and then only if the provisions of Section 10 ("Means and Effect of Termination"), Employee Company shall have the right failed to terminate this Agreement and his employment hereunder for Good Reason, if, cure such event within thirty (30) days after the effective date of Employee's notice to the Company Company’s receipt of such circumstances constituting written notice; and provided, further, that in all events the termination of the Executive’s employment with the Corporation shall not constitute a termination for Good Reason unless such termination occurs not more than one (1) year following the initial existence of the event(s) claimed to constitute Good Reason, . Any such circumstances continue to exist, and termination by Executive for Good Reason shall be treated for all purposes of this Agreement any such as a termination of this Agreement by Employee shall have the same effects under this Agreement as the termination of the Employee's employment under this Agreement by Company without "causeCause and the provisions of Section 7(b) shall apply; provided, however, that if Executive attempts to resign for Good Reason pursuant to this Section 8(b) and it is ultimately determined that Good Reason did not exist, Executive shall be deemed to have resigned from employment without Good Reason and the provisions of Section 8(a) (“Termination Without Good Reason”) and, by reference therein, the provisions of Section 7(a) (“Termination For Cause”), shall apply."

Termination with Good Reason. If the Company: (i) requires Employee to relocate his her home, without Employee's consent, to a location which is more than 75 miles from 000 0000 Xxxx Xxxxxxx XxxxxXxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000; or (ii) fails to provide Employee with the compensation and benefits called for by this Agreement; or (iii) assigns Employee to a lower organizational level than the level at which he she is on the date of this Agreement assigned, or substantially diminishes Employee's assignment, duties, responsibilities, or operating authority from those specified in Section 1 ("Duties"); or (iv) fails to implement an incentive compensation plan required by Section 3(b) ("Compensation-—Incentive Compensation"); or (v) fails to implement an equity plan or arrangement required by Section 4(b) ("Fringe Benefits-—Equity Plan"); or (vi) is divested, by sale, closure, liquidation, foreclosure, or other means, of any substantial part of its assets or business as now held or conducted; or (vii) breaches this Agreement and such breach continues for a period of thirty (30) days after written notice thereof given by Employee to the Company, then any one or more of such circumstances shall constitute "Good Reason", and, subject to the provisions of Section 10 ("Means and Effect of Termination"), Employee shall have the right to terminate this Agreement and his her employment hereunder for Good Reason, if, thirty (30) days after the effective date of Employee's notice to the Company of such circumstances constituting Good Reason, such circumstances continue to exist, and for all purposes of this Agreement any such termination of this Agreement by Employee shall have the same effects under this Agreement as the termination of the Employee's employment under this Agreement by Company without "cause."

Termination with Good Reason. If The Executive may terminate the CompanyPeriod of Employment and resign from employment hereunder for “Good Reason”: (i) if the Company requires Employee Executive to relocate his home, without Employee's consent, principal office to a location which is more than 75 miles from 000 Xxxx Xxxxxxx Xxxxxoutside of Orange County, Xxxx Xxxx XxxxCalifornia, Xxxx 00000without Executive’s consent; or (ii) if the Company fails to provide Employee Executive with the compensation and benefits called for by this Agreement; or (iii) assigns Employee to a lower organizational level than if the level at which he is on the date of this Agreement assigned, or substantially Company materially diminishes Employee's assignmentExecutive’s authority, duties, responsibilities, or operating authority from those specified in Section 1 ("Duties"); or (iv) fails to implement an incentive compensation plan required by Section 3(bif the Company materially breaches any provision of this Agreement; provided, however, that none of the events described in Subsection 8(b)(ii), 8(b)(iii) or 8(b)(iv) shall constitute Good Reason unless Executive shall have notified the Company in writing describing the event(s) which constitute Good Reason within sixty ("Compensation-Incentive Compensation"); or (v) fails to implement an equity plan or arrangement required by Section 4(b) ("Fringe Benefits-Equity Plan"); or (vi) is divested, by sale, closure, liquidation, foreclosure, or other means, of any substantial part of its assets or business as now held or conducted; or (vii) breaches this Agreement and such breach continues for a period of thirty (3060) days after written notice thereof given by Employee to of the Company, then any one or more initial existence of such circumstances shall constitute "Good Reason", and, subject to event(s) and then only if the provisions of Section 10 ("Means and Effect of Termination"), Employee Company shall have the right failed to terminate this Agreement and his employment hereunder for Good Reason, if, cure such event within thirty (30) days after the effective date of Employee's notice to the Company Company’s receipt of such circumstances constituting written notice; and provided, further, that in all events the termination of the Executive’s employment with the Corporation shall not constitute a termination for Good Reason unless such termination occurs not more than one (1) year following the initial existence of the event(s) claimed to constitute Good Reason, . Any such circumstances continue to exist, and termination by Executive for Good Reason shall be treated for all purposes of this Agreement any such as a termination of this Agreement by Employee shall have the same effects under this Agreement as the termination of the Employee's employment under this Agreement by Company without "causeCause and the provisions of Section 7(b) shall apply; provided, however, that if Executive attempts to resign for Good Reason pursuant to this Section 8(b) and it is ultimately determined that Good Reason did not exist, Executive shall be deemed to have resigned from employment without Good Reason and the provisions of Section 8(a) (“Termination Without Good Reason”) and, by reference therein, the provisions of Section 7(a) (“Termination For Cause”), shall apply."

Termination with Good Reason. If The Executive may terminate the CompanyPeriod of Employment and resign from employment hereunder for “Good Reason”: (i) if the Company requires Employee Executive to relocate his home, without Employee's consent, principal office to a location which is more than 75 fifteen (15) miles from 000 Xxxx Xxxxxxx Xxxxxhis current office, Xxxx Xxxx Xxxx, Xxxx 00000without Executive’s consent; or (ii) if the Company fails to provide Employee Executive with the compensation and benefits called for by this Agreement; or (iii) if the Company: (A) assigns Employee Executive to a lower organizational level position other than President and Chief Executive Officer reporting directly to the level at which he is on the date of this Agreement assignedBoards, or substantially diminishes Employee's Executive’s title, assignment, duties, responsibilities, or operating authority from those specified in Section 1 ("“Duties")”) or (B) employs any person other than Executive who: (I) reports directly to the Boards or (II) is not subordinate to Executive; provided, however, this subsection shall not apply to a circumstance in which the Company retains an internal auditor who shall have a dotted line reporting relationship to Executive and a direct reporting relationship to the Audit Committee; or (iv) fails to implement an incentive compensation plan required by Section 3(bfor any reason during the twelve (12) month period following a Change in Control. Notwithstanding the forgoing, none of the events described in this Subsection 7(b)(ii) or ("Compensation-Incentive Compensation"); or (viii) fails to implement an equity plan or arrangement required by Section 4(b) ("Fringe Benefits-Equity Plan"); or (vi) is divested, by sale, closure, liquidation, foreclosure, or other means, of any substantial part of its assets or business as now held or conducted; or (vii) breaches this Agreement and such breach continues for a period of thirty (30) days after written notice thereof given by Employee to the Company, then any one or more of such circumstances shall constitute "Good Reason", and, subject to the provisions of Section 10 ("Means and Effect of Termination"), Employee Reason unless Executive shall have notified the right Company in writing describing the events which constitute Good Reason and then only if the Company shall have failed to terminate this Agreement and his employment hereunder for Good Reason, if, cure such event within thirty (30) days after the effective date of Employee's notice to the Company Company’s receipt of such circumstances constituting written notice. Any termination by Executive for Good Reason, such circumstances continue to exist, and Reason shall be treated for all purposes of this Agreement any such as a termination of this Agreement by Employee shall have the same effects under this Agreement as the termination of the Employee's employment under this Agreement by Company without "causeCause and the provisions of Section 6(b) shall apply; provided, however, that if Executive attempts to resign for Good Reason pursuant to this Section 7(b) and it is ultimately determined that Good Reason did not exist, Executive shall be deemed to have resigned from employment without Good Reason and the provisions of Section 7(a) and, by reference therein, the provisions of Section 6(a), shall apply."

Termination with Good Reason. If The Executive may terminate the CompanyPeriod of Employment and resign from employment hereunder for “Good Reason”: (i) if the Company requires Employee Executive to relocate his home, without Employee's consent, principal office to a location which is more than 75 miles from 000 Xxxx Xxxxxxx Xxxxxoutside of Orange County, Xxxx Xxxx XxxxCalifornia, Xxxx 00000without Executive’s consent; or (ii) if the Company fails to provide Employee Executive with the compensation and benefits called for by this Agreement; or (iii) if the Company (A) assigns Employee Executive to a lower organizational level position other than Chief Executive Officer reporting directly to the level at which he is on the date of this Agreement assignedBoard, or substantially diminishes Employee's Executive’s assignment, duties, responsibilities, or operating authority from those specified in Section 1 2 ("“Duties")”) or (B) employs any person other than Executive who (I) reports directly to the Board or (II) is not subordinate to Executive, provided, however, this subsection (iii) shall not apply to a circumstance in which, pursuant to and consistent with any applicable statute, regulation, or listing standard, (1) the Company retains an internal auditor with a direct reporting relationship to the Audit Committee or (2) the Board of Directors elects a non-executive Chairman of the Board ; or (iv) fails to implement an incentive compensation plan required by Section 3(bif the Company materially breaches any provision of this Agreement; provided, however, that none of the events described in Subsection 8(b)(ii), 8(b)(iii) ("Compensation-Incentive Compensation"); or (vor 8(b)(iv) fails to implement an equity plan or arrangement required by Section 4(b) ("Fringe Benefits-Equity Plan"); or (vi) is divested, by sale, closure, liquidation, foreclosure, or other means, of any substantial part of its assets or business as now held or conducted; or (vii) breaches this Agreement and such breach continues for a period of thirty (30) days after written notice thereof given by Employee to the Company, then any one or more of such circumstances shall constitute "Good Reason", and, subject to the provisions of Section 10 ("Means and Effect of Termination"), Employee Reason unless Executive shall have notified the right Company in writing describing the events which constitute Good Reason and then only if the Company shall have failed to terminate this Agreement and his employment hereunder for Good Reason, if, cure such event within thirty (30) days after the effective date of Employee's notice to the Company Company’s receipt of such circumstances constituting written notice. Any such termination by Executive for Good Reason, such circumstances continue to exist, and Reason shall be treated for all purposes of this Agreement any such as a termination of this Agreement by Employee shall have the same effects under this Agreement as the termination of the Employee's employment under this Agreement by Company without "causeCause and the provisions of Section 7(b) shall apply; provided, however, that if Executive attempts to resign for Good Reason pursuant to this Section 8(b) and it is ultimately determined that Good Reason did not exist, Executive shall be deemed to have resigned from employment without Good Reason and the provisions of Section 8(a) (“Termination Without Good Reason”) and, by reference therein, the provisions of Section 7(a) (“Termination For Cause”), shall apply."

Termination with Good Reason. If The Executive may terminate the CompanyPeriod of Employment and resign from employment hereunder for “Good Reason”: (i) if the Company requires Employee Executive to relocate his home, without Employee's consent, her principal office to a location which is more than 75 miles from 000 Xxxx Xxxxxxx Xxxxxoutside of the New York metropolitan area, Xxxx Xxxx Xxxx, Xxxx 00000without Executive’s consent; or (ii) if the Company fails to provide Employee Executive with the compensation and benefits called for by this Agreement; or (iii) assigns Employee to a lower organizational level than if the level at which he is on the date of this Agreement assigned, or substantially Company materially diminishes Employee's assignmentExecutive’s authority, duties, responsibilities, or operating authority from those specified in Section 1 ("Duties"); or (iv) fails to implement an incentive compensation plan required by Section 3(bif the Company materially breaches any provision of this Agreement; provided, however, that none of the events described in Subsection 8(b)(ii), 8(b)(iii) or 8(b)(iv) shall constitute Good Reason unless Executive shall have notified the Company in writing describing the event(s) which constitute Good Reason within sixty ("Compensation-Incentive Compensation"); or (v) fails to implement an equity plan or arrangement required by Section 4(b) ("Fringe Benefits-Equity Plan"); or (vi) is divested, by sale, closure, liquidation, foreclosure, or other means, of any substantial part of its assets or business as now held or conducted; or (vii) breaches this Agreement and such breach continues for a period of thirty (3060) days after written notice thereof given by Employee to of the Company, then any one or more initial existence of such circumstances shall constitute "Good Reason", and, subject to event(s) and then only if the provisions of Section 10 ("Means and Effect of Termination"), Employee Company shall have the right failed to terminate this Agreement and his employment hereunder for Good Reason, if, cure such event within thirty (30) days after the effective date of Employee's notice to the Company Company’s receipt of such circumstances constituting written notice; and provided, further, that in all events the termination of the Executive’s employment with the Corporation shall not constitute a termination for Good Reason unless such termination occurs not more than one (1) year following the initial existence of the event(s) claimed to constitute Good Reason, . Any such circumstances continue to exist, and termination by Executive for Good Reason shall be treated for all purposes of this Agreement any such as a termination of this Agreement by Employee shall have the same effects under this Agreement as the termination of the Employee's employment under this Agreement by Company without "causeCause and the provisions of Section 7(b) shall apply; provided, however, that if Executive attempts to resign for Good Reason pursuant to this Section 8(b) and it is ultimately determined that Good Reason did not exist, Executive shall be deemed to have resigned from employment without Good Reason and the provisions of Section 8(a) (“Termination Without Good Reason”) and, by reference therein, the provisions of Section 7(a) (“Termination For Cause”), shall apply."

Termination with Good Reason. If the Company: (i) requires Employee to relocate his her home, without Employee's consent, to a location which is more than 75 miles from 000 0000 Xxxx Xxxxxxx XxxxxXxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000; or (ii) fails to provide Employee with the compensation and benefits called for by this Agreement; or (iii) assigns Employee to a lower organizational level than the level at which he she is on the date of this Agreement assigned, or substantially diminishes Employee's assignment, duties, responsibilities, or operating authority from those specified in Section 1 ("Duties"); or (iv) fails to implement an incentive compensation plan required by Section 3(b) ("Compensation-—Incentive Compensation"); or (v) fails to implement an equity plan or arrangement required by Section 4(b) ("Fringe Benefits-—Equity Plan"); or (vi) is divested, by sale, closure, liquidation, foreclosure, or other means, of any substantial part of its assets or business as now held or conducted; or (vii) breaches this Agreement and such breach continues for a period of thirty (30) days after written notice thereof given by Employee to the Company, then any one or more of such circumstances shall constitute "Good Reason", and, subject to the provisions of Section 10 ("Means and Effect of to Termination"), Employee shall have the right to terminate this Agreement and his her employment hereunder for Good Reason, if, thirty (30) days after the effective date of Employee's notice to the Company of such circumstances circumstance constituting Good Reason, such circumstances continue to exist, and for all purposes of this Agreement any such termination of this Agreement by Employee shall have the same effects under this Agreement agreement as the termination of the Employee's employment under this Agreement by Company without "cause."

Termination with Good Reason. If The Employee may terminate the CompanyPeriod of ---------------------------- Employment and resign from employment hereunder for "Good Reason": (i) if the Company requires Employee to relocate his homeprincipal office to a location outside of Orange County, California, without Employee's consent, to a location which is more than 75 miles from 000 Xxxx Xxxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000; or (ii) if the Company fails to provide Employee with the compensation and benefits called for by this Agreement; or (iii) assigns Employee to a lower organizational level than if the level at which he is on the date of this Agreement assigned, or Company substantially diminishes Employee's assignment, duties, responsibilities, or operating authority or reporting relationship to the Chief Executive Officer from those specified in Section 1 ("Duties"); or (iv) fails for any reason following a Change of Control, provided, however, that Employee remains employed by the Company for the six (6) months following a Change of Control and notifies the Company in writing (pursuant to implement an incentive compensation plan required by Section 3(b) 24 ("Compensation-Incentive CompensationNotices"); or (v) fails to implement an equity plan or arrangement required by Section 4(b) ("Fringe Benefits-Equity Plan"); or (vi) is divested, by sale, closure, liquidation, foreclosure, or other means, of any substantial part of its assets or business as now held or conducted; or (vii) breaches this Agreement and such breach continues for a period of thirty (30) days after written notice thereof given by Employee to the Company, then any one or more of such circumstances shall constitute "Good Reason", and, subject to the provisions of Section 10 ("Means and Effect of Termination"), Employee shall have the right to terminate this Agreement and his employment hereunder for Good Reason, if, within thirty (30) days after the effective date expiration of the six-month period following the Change of Control of his decision to terminate his employment. In such case, Employee's notice employment will terminate thirty (30) days after giving said notice; or (v) if the Company materially breaches any provision of this Agreement; or (vi) if at any time during the term of this Agreement, either (A) Xxxxxx X. Xxxxxx, (B) an Initial Founder (as defined in the Stockholders Agreement), or (C) Xxxxx Xxxxxxxxxx is not the Chief Executive Officer of the Company reporting directly to the Board, provided, however, that Employee remains employed by the Company for the six (6) months following the occurrence of the condition and notifies the Company in writing (pursuant to Section 24 ("Notices")) within thirty (30) days after the expiration of the six-month period of his decision to terminate his employment. In such case, Employee's employment will terminate thirty (30) days after giving said notice; provided, however, that Employee shall be entitled to only one-half ( 1/2) of any amounts payable under Section 7(b)(i) ("Termination without Cause") in the event that Xxxxxx X. Xxxxxx has ceased to be Chief Executive Officer for any reason other than the Company's termination of his employment without Cause or his resignation for Good Reason; provided, however, that none of the events described in Subsection 8(b)(ii), 8(b)(iii) or 8(b)(v) shall constitute Good Reason unless Employee shall have notified the Company in writing describing the events which constitute Good Reason and then only if the Company shall have failed to cure such event within thirty (30) days after the Company's receipt of such circumstances constituting written notice. Any such termination by Employee for Good Reason, such circumstances continue to exist, and Reason shall be treated for all purposes of this Agreement any such as a termination by the Company without Cause and the provisions of Section 7(b) shall apply; provided, however, that if Employee attempts to resign for Good Reason pursuant to this Section 8(b) and it is ultimately determined that Good Reason did not exist, Employee shall be deemed to have resigned from employment without Good Reason and the provisions of Section 8(a) ("Termination Without Good Reason") and, by reference therein, the provisions of Section 7(a) ("Termination For Cause"), shall apply. For purposes of this Agreement by Employee Agreement, a "Change of Control" shall be deemed to have occurred upon the same effects under this Agreement as the termination occurrence of the Employeefollowing: Evercore Capital Partners L.P., directly or through its affiliates that are or have become parties to the Stockholders Agreement, ceases to own at least fifty percent (50%) of the Company's employment under this Agreement Voting Securities after giving effect to Section 4.8(a) of the Stockholders Agreement, (i) as a result of or in connection with any transaction or event including (without limitation), (A) in connection with a merger or consolidation involving the Company or a subsidiary of the Company, or (B) the divestment by the Company without "cause."or a subsidiary of the Company, by sale, liquidation, foreclosure or any other means, of all or substantially all of its assets or business as held or conducted as of the date

Termination with Good Reason. If The Executive may terminate the CompanyPeriod of Employment and resign from employment hereunder for “Good Reason”: (i) requires Employee to relocate his home, without Employee's consent, to a location which is more than 75 miles from 000 Xxxx Xxxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000; or (ii) if the Company fails to provide Employee Executive with the compensation and benefits called for by this Agreement; or (iiiii) assigns Employee to a lower organizational level than if the level at which he is on the date of this Agreement assigned, or substantially Company materially diminishes Employee's assignmentExecutive’s authority, duties, responsibilities, or operating authority from those specified in Section 1 ("Duties"); or (iviii) fails to implement an incentive compensation plan required by Section 3(bif the Company materially breaches any provision of this Agreement; provided, however, that none of the events described in Subsection 8(b)(ii), 8(b)(iii) or 8(b)(iv) shall constitute Good Reason unless Executive shall have notified the Company in writing describing the event(s) which constitute Good Reason within sixty ("Compensation-Incentive Compensation"); or (v) fails to implement an equity plan or arrangement required by Section 4(b) ("Fringe Benefits-Equity Plan"); or (vi) is divested, by sale, closure, liquidation, foreclosure, or other means, of any substantial part of its assets or business as now held or conducted; or (vii) breaches this Agreement and such breach continues for a period of thirty (3060) days after written notice thereof given by Employee to of the Company, then any one or more initial existence of such circumstances shall constitute "Good Reason", and, subject to event(s) and then only if the provisions of Section 10 ("Means and Effect of Termination"), Employee Company shall have the right failed to terminate this Agreement and his employment hereunder for Good Reason, if, cure such event within thirty (30) days after the effective date of Employee's notice to the Company Company’s receipt of such circumstances constituting written notice; and provided, further, that in all events the termination of the Executive’s employment with the Corporation shall not constitute a termination for Good Reason unless such termination occurs not more than one (1) year following the initial existence of the event(s) claimed to constitute Good Reason, . Any such circumstances continue to exist, and termination by Executive for Good Reason shall be treated for all purposes of this Agreement any such as a termination of this Agreement by Employee shall have the same effects under this Agreement as the termination of the Employee's employment under this Agreement by Company without "causeCause and the provisions of Section 7(b) shall apply; provided, however, that if Executive attempts to resign for Good Reason pursuant to this Section 8(b) and it is ultimately determined that Good Reason did not exist, Executive shall be deemed to have resigned from employment without Good Reason and the provisions of Section 8(a) (“Termination Without Good Reason”) and, by reference therein, the provisions of Section 7(a) (“Termination For Cause”), shall apply."

Termination with Good Reason. If the Company:: ----------------------------- (i) requires Employee to relocate his home, without Employee's consent, to a location which is more than 75 miles from 000 0000 Xxxx Xxxxxxx XxxxxXxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000; or (ii) fails to provide Employee with the compensation and benefits called for by this Agreement; or (iii) assigns Employee to a lower organizational level than the level at which he is on the date of this Agreement assigned, or substantially diminishes Employee's assignment, duties, responsibilities, or operating authority from those specified in Section 1 ("Duties"); or (iv) fails to implement an incentive compensation plan required by Section 3(b) ("Compensation-Incentive Compensation"); or (v) fails to implement an equity plan or arrangement required by Section 4(b) ("Fringe Benefits-Equity Plan"); or (vi) is divested, by sale, closure, liquidation, foreclosure, or other means, of any substantial part of its assets or business as now held or conducted; or (vii) breaches this Agreement and such breach continues for a period of thirty (30) days after written notice thereof given by Employee to the Company, then any one or more of such circumstances shall constitute "Good Reason", and, subject to the provisions of Section 10 ("Means and Effect of Termination"), Employee shall have the right to terminate this Agreement and his employment hereunder for Good Reason, if, thirty (30) days after the effective date of Employee's notice to the Company of such circumstances constituting Good Reason, such circumstances continue to exist, and for all purposes of this Agreement any such termination of this Agreement by Employee shall have the same effects under this Agreement as the termination of the Employee's employment under this Agreement by Company without "cause."

Termination with Good Reason. If the Company: (i) requires Employee to relocate his home, without Employee's consent, to a location which is more than 75 miles from 000 Xxxx Xxxxxxx XxxxxEmployee's current home located at #6 Parkside Law, Xxxx Xxxx Xxxx, Xxxx 00000Sandy Utah 84090; orxx (iixx) fails to provide Employee xxxxx xx xxxxxxx Xmployee with the compensation and benefits called for by this Agreement; or (iii) assigns Employee employee to a lower organizational organization level than the level at which he is on the date of this Agreement assigned, or substantially diminishes Employee's assignment, duties, responsibilities, or operating authority from those specified in Section 1 ("'Duties"'); or (iv) fails to implement an incentive compensation plan required by Section 3(b) ("Compensation-Incentive Compensation"" ); or (v) fails to implement an equity plan or arrangement required by Section 4(b) ("Fringe Benefits-Equity Plan"); or; (vi) is divested, by sale, closure, liquidation, foreclosure, or other means, of any substantial part of its assets or business as now held or conducted; or (vii) breaches this Agreement and such breach continues for a period of thirty (30) days after written notice thereof given by Employee to the Company, then any one or more of such circumstances shall constitute "Good Reason", and, subject to the provisions of Section 10 ("Means and Effect of Termination"), . Employee shall have the right to terminate this Agreement and his employment hereunder for Good Reason, if, thirty (30) days after the effective date of Employee's notice to the Company of such circumstances constituting Good Reason, such circumstances continue to exist, and for all purposes of this Agreement any such termination of this Agreement by Employee shall have the same effects under this Agreement as the termination of the Employee's employment under this Agreement by Company without "cause"."

Termination with Good Reason. If the Company: (i) requires Employee to relocate his home, without Employee's consent, to a location which is more than 75 miles from 000 Xxxx Xxxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000; or (ii) fails to provide Employee with the compensation and benefits called for by this Agreement; or (iii) assigns Employee to a lower organizational level than the level at which he is on the date of this Agreement assigned, or substantially diminishes Employee's assignment, duties, responsibilities, or operating authority from those specified in Section 1 ("Duties"); or (iv) fails to implement an incentive compensation plan required by Section 3(b) ("Compensation-—Incentive Compensation"); or (v) fails to implement an equity plan or arrangement required by Section 4(b) ("Fringe Benefits-—Equity Plan"); ' or (vi) is divested, by sale, closure, liquidation, foreclosure, or other means, of any substantial part of its assets or business as now held or conducted; or (vii) breaches this Agreement and such breach continues for a period of thirty (30) days day after written notice thereof given by Employee to the Company, then any one or more of such circumstances shall constitute "Good Reason", and, subject to the provisions of Section 10 ("Means and Effect of Termination"), Employee shall have the right to terminate this Agreement and his employment hereunder for Good Reason, if, thirty (30) days after the effective date of Employee's notice to the Company of such circumstances constituting Good Reason, such circumstances continue to exist, and for all purposes of this Agreement any such termination of this Agreement by Employee shall have the same effects under this Agreement as the termination of the Employee's employment under this Agreement by Company without "cause."

Termination with Good Reason. If the Company: (i) requires Employee to relocate his her home, without Employee's consent, to a location which is more than 75 miles from 000 Xxxx Xxxxxxx Xxxxx462 West Bearcat Drive, Xxxx Sxxx Xxxx Xxxx, Xxxx 00000; orxx (ii) fails to provide Employee with the compensation and benefits called for by this Agreement; or (iii) assigns Employee to a lower organizational level than the level at which he is on the date of this Agreement assigned, or substantially diminishes Employee's assignment, duties, responsibilities, or operating authority from those specified in Section 1 ("Duties"); or (iv) fails to implement an incentive compensation plan required by Section 3(b) ("Compensation-Incentive Compensation"); or (v) fails to implement an equity plan or arrangement required by Section 4(b) ("Fringe Benefits-Equity Plan"); or (vi) is divested, by sale, closure, liquidation, foreclosure, or other means, of any substantial part of its assets or business as now held or conducted; or (vii) breaches this Agreement and such breach continues for a period of thirty (30) days after written notice thereof given by Employee to the Company, then any one or more of such circumstances shall constitute "Good Reason", and, subject to the provisions of Section 10 ("Means and Effect of Termination"), Employee shall have the right to terminate this Agreement and his her employment hereunder for Good Reason, if, thirty (30) days after the effective date of Employee's notice to the Company of such circumstances constituting Good Reason, such circumstances continue to exist, and for all purposes of this Agreement any such termination of this Agreement by Employee shall have the same effects under this Agreement as the termination of the Employee's employment under this Agreement by Company without "cause."

Termination with Good Reason. If The Executive may terminate the CompanyPeriod of Employment and resign from employment hereunder for “Good Reason”: (i) if the Company requires Employee Executive to relocate his home, without Employee's consent, principal office to a location which is more than 75 miles from 000 Xxxx Xxxxxxx Xxxxxoutside of Houston, Xxxx Xxxx XxxxTexas, Xxxx 00000without Executive’s consent; or (ii) if the Company fails to provide Employee Executive with the compensation and benefits called for by this Agreement; or (iii) assigns Employee to a lower organizational level than if the level at which he is on the date of this Agreement assigned, or substantially Company materially diminishes Employee's assignmentExecutive’s authority, duties, responsibilities, or operating authority from those specified in Section 1 ("Duties"); or (iv) fails to implement an incentive compensation plan required by Section 3(bif the Company materially breaches any provision of this Agreement; provided, however, that none of the events described in Subsection 8(b)(ii), 8(b)(iii) or 8(b)(iv) shall constitute Good Reason unless Executive shall have notified the Company in writing describing the event(s) which constitute Good Reason within sixty ("Compensation-Incentive Compensation"); or (v) fails to implement an equity plan or arrangement required by Section 4(b) ("Fringe Benefits-Equity Plan"); or (vi) is divested, by sale, closure, liquidation, foreclosure, or other means, of any substantial part of its assets or business as now held or conducted; or (vii) breaches this Agreement and such breach continues for a period of thirty (3060) days after written notice thereof given by Employee to of the Company, then any one or more initial existence of such circumstances shall constitute "Good Reason", and, subject to event(s) and then only if the provisions of Section 10 ("Means and Effect of Termination"), Employee Company shall have the right failed to terminate this Agreement and his employment hereunder for Good Reason, if, cure such event within thirty (30) days after the effective date of Employee's notice to the Company Company’s receipt of such circumstances constituting written notice; and provided, further, that in all events the termination of the Executive’s employment with the Corporation shall not constitute a termination for Good Reason unless such termination occurs not more than one (1) year following the initial existence of the event(s) claimed to constitute Good Reason, . Any such circumstances continue to exist, and termination by Executive for Good Reason shall be treated for all purposes of this Agreement any such as a termination of this Agreement by Employee shall have the same effects under this Agreement as the termination of the Employee's employment under this Agreement by Company without "causeCause and the provisions of Section 7(b) shall apply; provided, however, that if Executive attempts to resign for Good Reason pursuant to this Section 8(b) and it is ultimately determined that Good Reason did not exist, Executive shall be deemed to have resigned from employment without Good Reason and the provisions of Section 8(a) (“Termination Without Good Reason”) and, by reference therein, the provisions of Section 7(a) (“Termination For Cause”), shall apply."

Termination with Good Reason. If The Executive may terminate the CompanyPeriod ---------------------------- of Employment and resign from employment hereunder for "Good Reason": (i) if the Company requires Employee Executive to relocate his home, without Employee's consent, principal office to a location which is more than 75 fifteen (15) miles from 000 Xxxx Xxxxxxx Xxxxxhis current office, Xxxx Xxxx Xxxx, Xxxx 00000without Executive's consent; or (ii) if the Company fails to provide Employee Executive with the compensation and benefits called for by this Agreement; or (iii) if the Company (A) assigns Employee Executive to a lower organizational level position other than President and Chief Executive Officer reporting directly to the level at which he is on the date of this Agreement assignedBoard, or substantially diminishes EmployeeExecutive's title, assignment, duties, responsibilities, or operating authority from those specified in Section 1 ("Duties")) or (B) employs any person other than Executive who (I) reports directly to the Board or (II) is not subordinate to Executive; provided, however, this subsection shall not apply to a circumstance in which the Company retains an internal auditor who shall have a dotted line reporting relationship to Executive and a direct reporting relationship to the Audit Committee; or (iv) fails to implement an incentive compensation plan required by Section 3(bfor any reason during the twelve (12) ("Compensation-Incentive Compensation"month period following a Change in Control; provided, however, that none of the events described in Subsection 7(b)(ii); or (v) fails to implement an equity plan or arrangement required by Section 4(b) ("Fringe Benefits-Equity Plan"); or (vi) is divested, by sale, closure, liquidation, foreclosure, or other means, of any substantial part of its assets or business as now held or conducted; or (vii7(b)(iii) breaches this Agreement and such breach continues for a period of thirty (30) days after written notice thereof given by Employee to the Company, then any one or more of such circumstances shall constitute "Good Reason", and, subject to the provisions of Section 10 ("Means and Effect of Termination"), Employee Reason unless Executive shall have notified the right Company in writing describing the events which constitute Good Reason and then only if the Company shall have failed to terminate this Agreement and his employment hereunder for Good Reason, if, cure such event within thirty (30) days after the effective date of EmployeeCompany's notice to the Company receipt of such circumstances constituting written notice. Any such termination by Executive for Good Reason, such circumstances continue to exist, and Reason shall be treated for all purposes of this Agreement any such as a termination of this Agreement by Employee shall have the same effects under this Agreement as the termination of the Employee's employment under this Agreement by Company without "causeCause and the provisions of Section 6(b) shall apply; provided, however, that if Executive attempts to resign for Good Reason pursuant to this Section 7(b) and it is ultimately determined that Good Reason did not exist, Executive shall be deemed to have resigned from employment without Good Reason and the provisions of Section 7(a) and, by reference therein, the provisions of Section 6(a), shall apply."

Termination with Good Reason. If The Employee may terminate the CompanyPeriod of ---------------------------- Employment and resign from employment hereunder for "Good Reason": (i) if the Company requires Employee to relocate his homeprincipal office to a location outside of Houston, Texas, without Employee's consent, to a location which is more than 75 miles from 000 Xxxx Xxxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000; or (ii) if the Company fails to provide Employee with the compensation and benefits called for by this Agreement; or (iii) if the Company (A) assigns Employee to a lower organizational level position other than Executive Vice President reporting directly to the level at which he is on the date of this Agreement assignedChief Executive Officer, or substantially diminishes Employee's assignment, duties, responsibilities, or operating authority from those specified in Section 1 ("Duties"); or (iv) fails for any reason following a Change of Control, provided, however, that Employee remains employed by the Company for the six (6) months following a Change of Control and notifies the Company in writing (pursuant to implement an incentive compensation plan required by Section 3(b) 24 ("Compensation-Incentive CompensationNotices"); or (v) fails to implement an equity plan or arrangement required by Section 4(b) ("Fringe Benefits-Equity Plan"); or (vi) is divested, by sale, closure, liquidation, foreclosure, or other means, of any substantial part of its assets or business as now held or conducted; or (vii) breaches this Agreement and such breach continues for a period of thirty (30) days after written notice thereof given by Employee to the Company, then any one or more of such circumstances shall constitute "Good Reason", and, subject to the provisions of Section 10 ("Means and Effect of Termination"), Employee shall have the right to terminate this Agreement and his employment hereunder for Good Reason, if, within thirty (30) days after the effective date expiration of the six-month period following the Change of Control of his decision to terminate his employment. In such case, Employee's notice employment will terminate thirty (30) days after giving said notice; or (v) if the Company materially breaches any provision of this Agreement; or (vi) if at any time during the term of this Agreement, either (A) Xxxxxx X. Xxxxxx, (B) an Initial Founder (as defined in the Stockholders Agreement), or (C) Employee is not the Chief Executive Officer of the Company reporting directly to the Board, provided, however, that Employee remains employed by the Company for the six (6) months following the occurrence of the condition and notifies the Company in writing (pursuant to Section 24 ("Notices")) within thirty (30) days after the expiration of the six-month period of his decision to terminate his employment. In such case, Employee's employment will terminate thirty (30) days after giving said notice; provided, however, that Employee shall be entitled to only sixty-six percent (66%) of any amounts payable under Section 7(b)(i) ("Termination without Cause") in the event that Xxxxxx X. Xxxxxx has ceased to be Chief Executive Officer for any reason other than the Company's termination of his employment without Cause or his resignation for Good Reason provided, however, that none of the events described in Subsection 8(b)(ii), 8(b)(iii) or 8(b)(v) shall constitute Good Reason unless Employee shall have notified the Company in writing describing the events which constitute Good Reason and then only if the Company shall have failed to cure such event within thirty (30) days after the Company's receipt of such circumstances constituting written notice. Any such termination by Employee for Good Reason, such circumstances continue to exist, and Reason shall be treated for all purposes of this Agreement any such as a termination by the Company without Cause and the provisions of Section 7(b) shall apply; provided, however, that if Employee attempts to resign for Good Reason pursuant to this Agreement by Section 8(b) and it is ultimately determined that Good Reason did not exist, Employee shall be deemed to have resigned from employment without Good Reason and the same effects under this Agreement as provisions of Section 8(a) ("Termination Without Good Reason") and, by reference therein, the termination provisions of the Employee's employment under this Agreement by Company without Section 7(a) ("causeTermination For Cause"), shall apply."

Termination with Good Reason. If The Executive may terminate the CompanyPeriod of Employment and resign from employment hereunder for “Good Reason” if any of the following occur without Executive’s consent: (i) if the Company requires Employee Executive to relocate his home, without Employee's consent, principal office to a location which is more than 75 miles from 000 Xxxx Xxxxxxx Xxxxxoutside of Orange County, Xxxx Xxxx Xxxx, Xxxx 00000California; or (ii) if the Company fails to provide Employee Executive with the compensation and benefits called for by this Agreement; or (iii) assigns Employee to a lower organizational level than if the level at which he is on the date of this Agreement assigned, or substantially Company materially diminishes Employee's assignmentExecutive’s authority, duties, responsibilities, or operating authority from those specified in Section 1 ("Duties"); or (iv) fails to implement an incentive compensation plan required by Section 3(bif the Company materially breaches any provision of this Agreement; provided, however, that none of the events described above shall constitute Good Reason unless Executive shall have notified the Board of Directors in writing describing the event(s) which constitute Good Reason within sixty ("Compensation-Incentive Compensation"); or (v) fails to implement an equity plan or arrangement required by Section 4(b) ("Fringe Benefits-Equity Plan"); or (vi) is divested, by sale, closure, liquidation, foreclosure, or other means, of any substantial part of its assets or business as now held or conducted; or (vii) breaches this Agreement and such breach continues for a period of thirty (3060) days after written notice thereof given by Employee to of the Company, then any one or more initial existence of such circumstances shall constitute "Good Reason", and, subject to event(s) and then only if the provisions of Section 10 ("Means and Effect of Termination"), Employee Company shall have the right failed to terminate this Agreement and his employment hereunder for Good Reason, if, cure such event within thirty (30) days after the effective date of Employee's notice to the Company Company’s receipt of such circumstances constituting written notice; and provided, further, that in all events the termination of the Executive’s employment with the Corporation shall not constitute a termination for Good Reason unless such termination occurs not more than one (1) year following the initial existence of the event(s) claimed to constitute Good Reason, . Any such circumstances continue to exist, and termination by Executive for Good Reason shall be treated for all purposes of this Agreement any such as a termination of this Agreement by Employee shall have the same effects under this Agreement as the termination of the Employee's employment under this Agreement by Company without "causeCause and the provisions of Section 7(b) shall apply; provided, however, that if Executive attempts to resign for Good Reason pursuant to this Section 8(b) and it is ultimately determined that Good Reason did not exist, Executive shall be deemed to have resigned from employment without Good Reason and the provisions of Section 8(a) (“Termination Without Good Reason”) and, by reference therein, the provisions of Section 7(a) (“Termination For Cause”), shall apply."

Termination with Good Reason. If The Employee may terminate the CompanyPeriod of ---------------------------- Employment and resign from employment hereunder for "Good Reason": (i) if the Company requires Employee to relocate his homeher principal office to a location outside of New York, New York, without Employee's consent, to a location which is more than 75 miles from 000 Xxxx Xxxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000; or (ii) if the Company fails to provide Employee with the compensation and benefits called for by this Agreement; or (iii) assigns Employee to a lower organizational level than if the level at which he is on the date of this Agreement assigned, or Company substantially diminishes Employee's assignment, duties, responsibilities, or operating authority or reporting relationship to the Chief Executive Officer from those specified in Section 1 ("Duties"); or (iv) fails for any reason following a Change of Control, provided, however, that Employee remains employed by the Company for the six (6) months following a Change of Control and notifies the Company in writing (pursuant to implement an incentive compensation plan required by Section 3(b) 24 ("Compensation-Incentive CompensationNotices"); or (v) fails to implement an equity plan or arrangement required by Section 4(b) ("Fringe Benefits-Equity Plan"); or (vi) is divested, by sale, closure, liquidation, foreclosure, or other means, of any substantial part of its assets or business as now held or conducted; or (vii) breaches this Agreement and such breach continues for a period of thirty (30) days after written notice thereof given by Employee to the Company, then any one or more of such circumstances shall constitute "Good Reason", and, subject to the provisions of Section 10 ("Means and Effect of Termination"), Employee shall have the right to terminate this Agreement and his employment hereunder for Good Reason, if, within thirty (30) days after the effective date expiration of the six-month period following the Change of Control of her decision to terminate her employment. In such case, Employee's notice employment will terminate thirty (30) days after giving said notice; or (v) if the Company materially breaches any provision of this Agreement; or (vi) if at any time during the term of this Agreement, either (A) Xxxxxx X. Xxxxxx, (B) an Initial Founder (as defined in the Stockholders Agreement), or (C) Xxxxx Xxxxxxxxxx is not the Chief Executive Officer of the Company reporting directly to the Board, provided, however, that Employee remains employed by the Company for the six (6) months following the occurrence of the condition and notifies the Company in writing (pursuant to Section 24 ("Notices")) within thirty (30) days after the expiration of the six-month period of her decision to terminate her employment. In such case, Employee's employment will terminate thirty (30) days after giving said notice; provided, however, that Employee shall be entitled to only one-half (1/2) of any amounts payable under Section 7(b)(i) ("Termination without Cause") in the event that Xxxxxx X. Xxxxxx has ceased to be Chief Executive Officer for any reason other than the Company's termination of his employment without Cause or his resignation for Good Reason; provided, however, that none of the events described in Subsection 8(b)(ii), 8(b)(iii) or 8(b)(v) shall constitute Good Reason unless Employee shall have notified the Company in writing describing the events which constitute Good Reason and then only if the Company shall have failed to cure such event within thirty (30) days after the Company's receipt of such circumstances constituting written notice. Any such termination by Employee for Good Reason, such circumstances continue to exist, and Reason shall be treated for all purposes of this Agreement any such as a termination by the Company without Cause and the provisions of Section 7(b) shall apply; provided, however, that if Employee attempts to resign for Good Reason pursuant to this Section 8(b) and it is ultimately determined that Good Reason did not exist, Employee shall be deemed to have resigned from employment without Good Reason and the provisions of Section 8(a) ("Termination Without Good Reason") and, by reference therein, the provisions of Section 7(a) ("Termination For Cause"), shall apply. For purposes of this Agreement by Employee Agreement, a "Change of Control" shall be deemed to have occurred upon the same effects under this Agreement as the termination occurrence of the Employeefollowing: Evercore Capital Partners L.P., directly or through its affiliates that are or have become parties to the Stockholders Agreement, ceases to own at least fifty percent (50%) of the Company's employment under this Agreement by Voting Securities after giving effect to Section 4.8(a) of the Stockholders Agreement, (i) as a result of or in connection with any transaction or event including (without limitation), (A) in connection with a merger or consolidation involving the Company without "cause."or a subsidiary of the Company, or (B) the divestment by

Termination with Good Reason. If The Executive may terminate the CompanyPeriod of Employment and resign from employment hereunder for “Good Reason” if any of the following occur without Executive’s consent: (i) requires Employee to relocate his home, without Employee's consent, to a location which is more than 75 miles from 000 Xxxx Xxxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000; or (ii) if the Company fails to provide Employee Executive with the compensation and benefits called for by this Agreement; or (iiiii) assigns Employee to a lower organizational level than if the level at which he is on the date of this Agreement assigned, or substantially Company materially diminishes Employee's assignmentExecutive’s authority, duties, responsibilities, or operating authority from those specified in Section 1 ("Duties"); or (iviii) fails to implement an incentive compensation plan required by Section 3(bif the Company materially breaches any provision of this Agreement;  provided, however, that none of the events described above shall constitute Good Reason unless Executive shall have notified the Company in writing describing the event(s) which constitute Good Reason within sixty ("Compensation-Incentive Compensation"); or (v) fails to implement an equity plan or arrangement required by Section 4(b) ("Fringe Benefits-Equity Plan"); or (vi) is divested, by sale, closure, liquidation, foreclosure, or other means, of any substantial part of its assets or business as now held or conducted; or (vii) breaches this Agreement and such breach continues for a period of thirty (3060) days after written notice thereof given by Employee to of the Company, then any one or more initial existence of such circumstances shall constitute "Good Reason", and, subject to event(s) and then only if the provisions of Section 10 ("Means and Effect of Termination"), Employee Company shall have the right failed to terminate this Agreement and his employment hereunder for Good Reason, if, cure such event within thirty (30) days after the effective date of Employee's notice to the Company Company’s receipt of such circumstances constituting written notice; and provided, further, that in all events the termination of the Executive’s employment with the Corporation shall not constitute a termination for Good Reason unless such termination occurs not more than one (1) year following the initial existence of the event(s) claimed to constitute Good Reason, . Any such circumstances continue to exist, and termination by Executive for Good Reason shall be treated for all purposes of this Agreement any such as a termination by the Company without Cause and the provisions of this Agreement Section 7(b) shall apply; provided, however, that if Good Reason exists because of a Change of Control as defined by Employee shall have the same effects under this Agreement as the termination Section 7.3 of the Employee's Company’s 2004 and 2014 Performance Incentive Plans then the multiple in Section 7(b)(i)(C) increases to three times then current Base Salary and target incentive compensation. Further, if Executive attempts to resign for Good Reason pursuant to this Section 8(b) and it is ultimately determined that Good Reason did not exist, Executive shall be deemed to have resigned from employment under this Agreement without Good Reason and the provisions of Section 8(a) and, by Company without "causereference therein, the provisions of Section 7(a), shall apply."

Termination with Good Reason. If The Employee may terminate the CompanyPeriod of ---------------------------- Employment and resign from employment hereunder for "Good Reason": (i) if the Company requires Employee to relocate his homeprincipal office to a location outside of Orange County, California, without Employee's consent, to a location which is more than 75 miles from 000 Xxxx Xxxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000; or (ii) if the Company fails to provide Employee with the compensation and benefits called for by this Agreement; or (iii) if the Company (A) assigns Employee to a lower organizational level position other than Chief Executive Officer reporting directly to the level at which he is on the date of this Agreement assignedBoard, or substantially diminishes Employee's assignment, duties, responsibilities, or operating authority from those specified in Section 1 ("Duties")) or (B) employs any person other than Employee who (I) reports directly to the Board or (II) is not subordinate to Employee; or (iv) fails to implement an incentive compensation plan required by Section 3(bfor any reason during the twelve (12) ("Compensation-Incentive Compensation")month period following a Change of Control; or (v) fails to implement an equity plan if the Company materially breaches any provision of this Agreement; provided, however, that none of the events described in Subsection 8(b)(ii), 8(b)(iii) or arrangement required by Section 4(b8(b)(v) ("Fringe Benefits-Equity Plan"); or (vi) is divested, by sale, closure, liquidation, foreclosure, or other means, of any substantial part of its assets or business as now held or conducted; or (vii) breaches this Agreement and such breach continues for a period of thirty (30) days after written notice thereof given by Employee to the Company, then any one or more of such circumstances shall constitute "Good Reason", and, subject to the provisions of Section 10 ("Means and Effect of Termination"), Reason unless Employee shall have notified the right Company in writing describing the events which constitute Good Reason and then only if the Company shall have failed to terminate this Agreement and his employment hereunder for Good Reason, if, cure such event within thirty (30) days after the effective date of EmployeeCompany's notice to the Company receipt of such circumstances constituting written notice. Any such termination by Employee for Good Reason, such circumstances continue to exist, and Reason shall be treated for all purposes of this Agreement any such as a termination by the Company without Cause and the provisions of Section 7(b) shall apply; provided, however, that if Employee attempts to resign for Good Reason pursuant to this Section 8(b) and it is ultimately determined that Good Reason did not exist, Employee shall be deemed to have resigned from employment without Good Reason and the provisions of Section 8(a) ("Termination Without Good Reason") and, by reference therein, the provisions of Section 7(a) ("Termination For Cause"), shall apply. For purposes of this Agreement by Employee Agreement, a "Change of Control" shall be deemed to have occurred upon the same effects under this Agreement as the termination occurrence of the Employee's employment under this Agreement by Company without "cause."following: Evercore Capital Partners L.P., directly or through its affiliates that are or have become parties to the Stockholders Agreement, ceases to

Termination with Good Reason. If the Company:: ---------------------------- (i) requires Employee to relocate his home, without Employee's consent, to a location which is more than 75 miles from 000 Xxxx Xxxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000; or (ii) fails to provide Employee with the compensation and benefits called for by this Agreement; or (iii) assigns Employee to a lower organizational level than the level at which he is on the date of this Agreement assigned, or substantially diminishes Employee's assignment, duties, responsibilities, or operating authority from those specified in Section 1 ("Duties"); or (iv) fails to implement an incentive compensation plan required by Section 3(b) ("Compensation-Incentive Compensation"); or (v) fails to implement an equity plan or arrangement required by Section 4(b) ("Fringe Benefits-Equity Plan"); or (vi) is divested, by sale, closure, liquidation, foreclosure, or other means, of any substantial part of its assets or business as now held or conducted; or (vii) breaches this Agreement and such breach continues for a period of thirty (30) days after written notice thereof given by Employee to the Company, then any one or more of such circumstances shall constitute "Good Reason", and, subject to the provisions of Section 10 ("Means and Effect of Termination"), Employee shall have the right to terminate this Agreement and his employment hereunder for Good Reason, if, thirty (30) days after the effective date of Employee's notice to the Company of such circumstances constituting Good Reason, such circumstances continue to exist, and for all purposes of this Agreement any such termination of this Agreement by Employee shall have the same effects under this Agreement as the termination of the Employee's employment under this Agreement by Company without "cause."

Termination with Good Reason. If The Executive may terminate the CompanyPeriod of Employment and resign from employment hereunder for “Good Reason”: (i) if the Company requires Employee Executive to relocate his home, without Employee's consent, her principal office to a location which is more than 75 miles from 000 Xxxx Xxxxxxx Xxxxxoutside of Orange County, Xxxx Xxxx XxxxCalifornia, Xxxx 00000without Executive’s consent; or (ii) if the Company fails to provide Employee Executive with the compensation and benefits called for by this Agreement; or (iii) assigns Employee to a lower organizational level than if the level at which he is on the date of this Agreement assigned, or substantially Company materially diminishes Employee's assignmentExecutive’s authority, duties, responsibilities, or operating authority from those specified in Section 1 ("Duties"); or (iv) fails to implement an incentive compensation plan required by Section 3(bif the Company materially breaches any provision of this Agreement; provided, however, that none of the events described in Subsection 8(b)(ii), 8(b)(iii) or 8(b)(iv) shall constitute Good Reason unless Executive shall have notified the Company in writing describing the event(s) which constitute Good Reason within sixty ("Compensation-Incentive Compensation"); or (v) fails to implement an equity plan or arrangement required by Section 4(b) ("Fringe Benefits-Equity Plan"); or (vi) is divested, by sale, closure, liquidation, foreclosure, or other means, of any substantial part of its assets or business as now held or conducted; or (vii) breaches this Agreement and such breach continues for a period of thirty (3060) days after written notice thereof given by Employee to of the Company, then any one or more initial existence of such circumstances shall constitute "Good Reason", and, subject to event(s) and then only if the provisions of Section 10 ("Means and Effect of Termination"), Employee Company shall have the right failed to terminate this Agreement and his employment hereunder for Good Reason, if, cure such event within thirty (30) days after the effective date of Employee's notice to the Company Company’s receipt of such circumstances constituting written notice; and provided, further, that in all events the termination of the Executive’s employment with the Corporation shall not constitute a termination for Good Reason unless such termination occurs not more than one (1) year following the initial existence of the event(s) claimed to constitute Good Reason, . Any such circumstances continue to exist, and termination by Executive for Good Reason shall be treated for all purposes of this Agreement any such as a termination of this Agreement by Employee shall have the same effects under this Agreement as the termination of the Employee's employment under this Agreement by Company without "causeCause and the provisions of Section 7(b) shall apply; provided, however, that if Executive attempts to resign for Good Reason pursuant to this Section 8(b) and it is ultimately determined that Good Reason did not exist, Executive shall be deemed to have resigned from employment without Good Reason and the provisions of Section 8(a) (“Termination Without Good Reason”) and, by reference therein, the provisions of Section 7(a) (“Termination For Cause”), shall apply."