Common use of Voluntary Termination by the Executive Clause in Contracts

Voluntary Termination by the Executive. If the Executive resigns or otherwise voluntarily terminates his employment before the end of the Term of this Agreement (other than in connection with a Change in Corporate Control as described in Section 7), the amount the Executive shall be entitled to receive from the Corporation shall be limited to his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to any fiscal years or other periods preceding the termination date, and any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans of the Corporation. Such payment shall be made to the Executive within sixty (60) days following the date of resignation or voluntary termination. Also, if the Executive’s employment is voluntarily terminated as set forth in this Section, all unvested or unearned Shares, as the case may be, granted pursuant to the Special Award shall be forfeited. For purposes of this paragraph, a resignation by the Executive shall not be deemed to be voluntary if the Executive is (1) assigned to a position other than the Chairman and Chief Executive Officer of the Corporation during the Term (other than for Cause or by reason of permanent disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Corporation’s Board of Directors; provided that the Executive has notified the Corporation within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this paragraph and the Corporation has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this paragraph within one (1) year following the initial existence of a change in assignment or reporting duties described herein.

Voluntary Termination by the Executive. If The Executive may voluntarily terminate his employment with the Employers with or without Good Reason by delivering a Notice of Termination to the Employers no less than thirty (30) days prior to the effective date of such termination. “Good Reason” shall mean (a) the assignment to Executive of any duties inconsistent with the Executive’s status as an executive officer of the Employers or any other action by the Employers that results in a significant diminution in that status, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Employers within thirty (30) days after receipt of notice thereof given by the Executive; (b) any failure by the Employers to provide the Executive resigns or otherwise voluntarily terminates his employment before with compensation and benefits that are in the end aggregate at least commensurate in all material respects with those provided to Executive (not including those benefits set forth in paragraph 3(b) herein) as of the Term Effective Date, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and that is remedied by the Employers within thirty (30) days after receipt of notice thereof given by Executive; (c) any material breach of this Agreement (other than in connection with a Change in Corporate Control as described in Section 7), the amount the Executive shall be entitled to receive from the Corporation shall be limited to his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to any fiscal years or other periods preceding the termination date, and any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans of the Corporation. Such payment shall be made to the Executive within sixty (60) days following the date of resignation or voluntary termination. Also, if the Executive’s employment is voluntarily terminated as set forth in this Section, all unvested or unearned Shares, as the case may be, granted pursuant to the Special Award shall be forfeited. For purposes of this paragraph, a resignation by the Executive Employers; provided, however, that such breach shall not be deemed to be voluntary constitute Good Reason only if the Executive is provides written notice to the Employers (1in accordance with Section 8(g) assigned to a position other than the Chairman and Chief Executive Officer hereof) of the Corporation during event which constitutes the Term (other than for Cause or by reason of permanent disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Corporation’s Board of Directors; provided that the Executive has notified the Corporation within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this paragraph and the Corporation has failed to cure such change in assignment or reporting duties breach within ninety (90) days following date that he has notice of the initial existence of the breach and the Employers thereafter fail to cure such breach within thirty (30) business days following its receipt of such notice from notice; (d) Change of Control, as defined below, which results in any of the Executive; and provided further Good Reason actions cited above. In the event that the Executive resigns under this paragraph voluntarily terminates his employment with the Employers without Good Reason prior to April 30, 2020, the Executive will remit to the Employers within one five (15) year following business days after the initial existence Executive’s date of termination of employment a change in assignment or reporting duties described hereincash amount equal to the value of Section 3(b)(i) of the Signing Bonus (“Repayment of Signing Bonus”). The Employers may deduct the Repayment of Signing Bonus from any undisputed amounts owing by the Employers to the Executive. The Pro-Rated value of the Signing Bonus shall be calculated by dividing the Signing Bonus by twenty and multiplying the quotient by (20 minus the number of months worked by the Executive).

Voluntary Termination by the Executive. If the Executive resigns or otherwise voluntarily terminates his employment before the end of the Term current term of this Agreement (other than in connection with a Change in Corporate Control Control, as described in Section 76), the amount the Executive shall be entitled to receive from the Corporation shall be limited to his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to any fiscal years or other periods preceding the termination date, and any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans of the Corporation. Such payment shall be made to the Executive within sixty (60) days following the date of resignation or voluntary termination. Also, if the Executive’s employment is voluntarily terminated as set forth in this Section, all unvested or unearned Shares, as the case may be, granted pursuant to the Special Award shall be forfeited. For purposes of this paragraph, a resignation by the Executive shall not be deemed to be voluntary if if, without the Executive’s prior consent, the Executive is (1) assigned to a position other than the Chairman and Chief Executive Officer Vice President-Medical Facilities of the Corporation during the Term (other than for Cause or by reason of permanent disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Corporation’s CEO, President or Board of DirectorsDirectors if such change in reporting duties constitutes a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report; provided that the Executive has notified the Corporation within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this paragraph and the Corporation has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this paragraph within one (1) year following the initial existence of a change in assignment or reporting duties described herein.

Voluntary Termination by the Executive. If The Executive may voluntarily terminate his employment with the Employers with or without Good Reason by delivering a Notice of Termination to the Employers no less than thirty (30) days prior to the effective date of such termination. “Good Reason” shall mean (a) failure of the Employers to promote the Executive resigns to the position of Chief Executive Officer by February 28, 2019; (b) the assignment to Executive of any duties inconsistent in any material adverse respect with Executive’s position, duties, responsibilities or otherwise voluntarily status with the Employers as a result of a Change of Control, provided that Executive terminates his employment before the end of the Term of this Agreement (other than in connection with a Change in Corporate Control as described in Section 7), the amount the Executive shall be entitled to receive from the Corporation shall be limited to his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to any fiscal years or other periods preceding the termination date, and any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans of the Corporation. Such payment shall be made to the Executive within sixty days of such Change of Control; (60c) days following the date of resignation or voluntary termination. Also, if the Executive’s employment is voluntarily terminated as set forth in this Section, all unvested or unearned Shares, as the case may be, granted pursuant to the Special Award shall be forfeited. For purposes of this paragraph, a resignation by the Executive shall not be deemed to be voluntary if the Executive is (1) assigned to a position other than the Chairman and Chief Executive Officer of the Corporation during the Term (other than for Cause or by reason of permanent disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution significant reduction in the Executive’s authoritybase salary as a result of a Change of Control, duties or responsibilities, or (2) directed to report to anyone other than the Corporation’s Board of Directors; provided that Executive terminates his employment within sixty days of the Change of Control; (d) any material breach of this Agreement by the Employers; provided, however, that such breach shall constitute Good Reason only if the Executive has notified provides written notice to the Corporation within Employers (in accordance with Section 8(g) hereof) of the first ninety (90) days following event which constitutes the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this paragraph and the Corporation has failed to cure such change in assignment or reporting duties breach within ninety (90) days following date that he has notice of the initial existence of the breach and the Employers thereafter fail to cure such breach within thirty (30) business days following its receipt of such notice from notice. In the Executive; and provided further event that the Executive resigns under this paragraph voluntarily terminates his employment with the Employers without Good Reason prior to February 28, 2019, the Executive will remit to the Employers within one five (5) business days after the Executive’s date of termination of employment a cash amount equal to a Pro-rated value of the Signing Bonus (“Repayment of Signing Bonus”). The Employers may deduct the Repayment of Signing Bonus from any undisputed amounts owing by the Employers to the Executive. The Pro-Rated value of the Signing Bonus shall be calculated by dividing the Signing Bonus by twenty and multiplying the quotient by (20 minus the number of months worked by the Executive). For the purposes of Repayment of the Signing Bonus, the value of the restricted stock unit portion of the Signing Bonus will be set at the lower of the closing stock price on either (1) year following the initial existence date of a change in assignment the equity grant or reporting duties described herein(2) the day before the Repayment of Signing Bonus is due. For the purposes of Repayment of the Signing Bonus, the value of the stock option portion of the Signing Bonus will be set at the stock price on the date of the equity grant.

Voluntary Termination by the Executive. If the Executive resigns or otherwise voluntarily terminates his employment before the end of the Term current term of this Agreement (other than in connection with a Change in Corporate Control Control, as described in Section 76), the amount the Executive shall be entitled to receive from the Corporation shall be limited to his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to any fiscal years or other periods preceding the termination date, and any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans of the Corporation. Such payment shall be made to the Executive within sixty (60) days following the date of resignation or voluntary termination. Also, if the Executive’s employment is voluntarily terminated as set forth in this Section, all unvested or unearned Shares, as the case may be, granted pursuant to the Special Award shall be forfeited. For purposes of this paragraph, a resignation by the Executive shall not be deemed to be voluntary if the Executive is (1) assigned to a position other than the Chairman Senior Vice President and Chief Executive Financial Officer of the Corporation during the Term (other than for Cause or by reason of permanent disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Corporation’s Board CEO or President if such change in reporting duties constitutes a material diminution in the authority, duties or responsibilities of Directorsthe supervisor to whom the Executive is required to report; provided that the Executive has notified the Corporation within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this paragraph and the Corporation has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this paragraph within one (1) year following the initial existence of a change in assignment or reporting duties described herein.

Voluntary Termination by the Executive. If the Executive resigns or otherwise voluntarily terminates his employment before the end of the Term current term of this Agreement (other than in connection with a Change in Corporate Control Control, as described in Section 76), the amount the Executive shall be entitled to receive from the Corporation shall be limited to his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to any fiscal years or other periods preceding the termination date, and any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans of the Corporation. Such payment shall be made to the Executive within sixty (60) days following the date of resignation or voluntary termination. Also, if the Executive’s employment is voluntarily terminated as set forth in this Section, all unvested or unearned Shares, as the case may be, granted pursuant to the Special Award shall be forfeited. For purposes of this paragraph, a resignation by the Executive shall not be deemed to be voluntary if the Executive is (1) assigned to a position other than the Chairman and President or Chief Executive Financial Officer of the Corporation during the Term (other than for Cause or by reason of permanent disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Corporation’s Board CEO if such change in reporting duties constitutes a material diminution in the authority, duties or responsibilities of Directorsthe supervisor to whom the Executive is required to report; provided that the Executive has notified the Corporation within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this paragraph and the Corporation has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this paragraph within one (1) year following the initial existence of a change in assignment or reporting duties described herein.

Voluntary Termination by the Executive. If the Executive resigns or otherwise voluntarily terminates his employment before the end of the Term current term of this Agreement (other than in connection with a Change in Corporate Control Control, as described in Section 76), the amount the Executive shall be entitled to receive from the Corporation shall be limited to his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to any fiscal years or other periods preceding the termination date, and any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans of the Corporation. Such payment shall be made to the Executive within sixty (60) days following the date of resignation or voluntary termination. Also, if the Executive’s employment is voluntarily terminated as set forth in this Section, all unvested or unearned Shares, as the case may be, granted pursuant to the Special Award shall be forfeited. For purposes of this paragraph, a resignation by the Executive shall not be deemed to be voluntary if the Executive is (1) assigned to a position other than the Chairman and Chief Executive Officer Vice President of Operations of the Corporation during the Term (other than for Cause or by reason of permanent disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Corporation’s Board CEO or CFO if such change in reporting duties constitutes a material diminution in the authority, duties or responsibilities of Directorsthe supervisor to whom the Executive is required to report; provided that the Executive has notified the Corporation within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this paragraph and the Corporation has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this paragraph within one (1) year following the initial existence of a change in assignment or reporting duties described herein.

Voluntary Termination by the Executive. If In the Executive resigns or otherwise voluntarily terminates his employment before the end event of the Term a termination of this Agreement (pursuant to Section 2(a) or, a termination of employment by the Executive on his own initiative after delivery of 10 business days advance written notice [other than in connection with a Change in Corporate Control as described in termination due to death, a Constructive Termination Without Cause, or Approved Early Retirement or Normal Retirement pursuant to Section 7)10(f) below], the amount the Executive shall be entitled to receive from have the Corporation shall be limited to his base salary accrued through same entitlements as provided in Section 10(b)(iii) above for a termination for Cause, provided that at the date of terminationCompany's election, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to any fiscal years or other periods preceding the termination date, and any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans of the Corporation. Such payment shall be made furnished in writing to the Executive within sixty (60) 15 days following such notice of termination, (the date time being of resignation the essence) the Company shall in addition pay the Executive 100% of his Base Salary for a period of 12 months following such termination in exchange for the Executive not engaging in competition with the Company or voluntary termination. Also, if the Executive’s employment is voluntarily terminated any Subsidiary as set forth in this Section, all unvested or unearned Shares, as the case may be, granted pursuant Section 12(a) below. Notwithstanding any implication to the Special Award shall be forfeited. For purposes of this paragraphcontrary, a resignation by the Executive shall not have the right to terminate his employment with the Company during the Term of Employment except in the event of a termination of this Agreement pursuant to Section 2(a), a Constructive Termination Without Cause, Approved Early Retirement, or Normal Retirement, and any other voluntary termination of employment during the Term of Employment in violation of this Agreement shall be deemed considered a material breach; provided, however, if the Company elects to be pay the Executive 100% of his Base Salary in accordance with this Section 10(d), the Company shall waive any and all claims it may have against the Executive for any breach of this Agreement relating to his voluntary if termination of employment unless the Executive is (1) assigned found by a court of competent jurisdiction not to be in compliance with Sections 11, 12 or 13, below; provided further, however, that, notwithstanding anything contained in the foregoing to the contrary, it is not the intention of the Company to waive any claims it may have against any third parties relating to a position other than voluntary termination by the Chairman and Chief Executive Officer in violation of this Agreement. 14 In the Corporation during the Term (other than for Cause or by reason of permanent disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Corporation’s Board of Directors; provided event that the Executive has notified anticipates a potential breach on his part of the Corporation voluntary termination provisions of this Agreement, he shall discuss the terms of his potential separation with the Company, at which point the Company will within the first ninety (90) 15 days following the initial date of such change in assignment or reporting duties that advise the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this paragraph and the Corporation has failed based upon his representations, whether it will exercise its option to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that pay the Executive resigns under this paragraph within one (1100% of his Base Salary in exchange for the Executive not engaging in competition with the Company or any subsidiary as set forth in Section 12(a) year following the initial existence of a change in assignment or reporting duties described hereinbelow.

Voluntary Termination by the Executive. If the Executive resigns or otherwise voluntarily terminates his employment before the end of the Term current term of this Agreement (other than in connection with a Change in Corporate Control Control, as described in Section 76), the amount the Executive shall be entitled to receive from the Corporation shall be limited to his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to any fiscal years or other periods preceding the termination date, and any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans of the Corporation. Such payment shall be made to the Executive within sixty (60) days following the date of resignation or voluntary termination. Also, if the Executive’s employment is voluntarily terminated as set forth in this Section, all unvested or unearned Shares, as the case may be, granted pursuant to the Special Award shall be forfeited. For purposes of this paragraph, a resignation by the Executive shall not be deemed to be voluntary if the Executive is (1) assigned to a position other than the Chairman and Chief Executive Officer Vice President or General Counsel of the Corporation during the Term (other than for Cause or by reason of permanent disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Corporation’s Board CEO or President if such change in reporting duties constitutes a material diminution in the authority, duties or responsibilities of Directorsthe supervisor to whom the Executive is required to report; provided that the Executive has notified the Corporation within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this paragraph and the Corporation has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this paragraph within one (1) year following the initial existence of a change in assignment or reporting duties described herein.

Voluntary Termination by the Executive. If the Executive resigns or otherwise voluntarily terminates his employment before the end of the Term current term of this Agreement (other than in connection with a Change in Corporate Control Control, as described in Section 76), the amount the Executive shall be entitled to receive from the Corporation shall be limited to his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to any fiscal years or other periods preceding the termination date, and any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans of the Corporation. Such payment shall be made to the Executive within sixty (60) days following the date of resignation or voluntary termination. Also, if the Executive’s employment is voluntarily terminated as set forth in this Section, all unvested or unearned Shares, as the case may be, granted pursuant to the Special Award shall be forfeited. For purposes of this paragraph, a resignation by the Executive shall not be deemed to be voluntary if if, without the Executive’s prior written consent, the Executive is (1) assigned to a position other than the Chairman and Chief Executive Officer Senior Vice President of the Corporation during the Term (other than for Cause or by reason of permanent disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the head of the Medical Facilities Group or the Corporation’s CEO or Board of DirectorsDirectors if such change in reporting duties constitutes a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report; provided that the Executive has notified the Corporation within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this paragraph and the Corporation has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this paragraph within one (1) year following the initial existence of a change in assignment or reporting duties described herein.

Voluntary Termination by the Executive. If the Executive resigns or otherwise voluntarily terminates his her employment before the end of the Term current term of this Agreement (other than in connection with a Change in Corporate Control Control, as described in Section 76), the amount the Executive shall be entitled to receive from the Corporation shall be limited to his her base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to any fiscal years or other periods preceding the termination date, and any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans of the Corporation. Such payment shall be made to the Executive within sixty (60) days following the date of resignation or voluntary termination. Also, if the Executive’s employment is voluntarily terminated as set forth in this Section, all unvested or unearned Shares, as the case may be, granted pursuant to the Special Award shall be forfeited. For purposes of this paragraph, a resignation by the Executive shall not be deemed to be voluntary if the Executive is (1) assigned to a position other than the Chairman and Chief Executive Officer Vice President or Corporate Secretary of the Corporation during the Term (other than for Cause or by reason of permanent disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Corporation’s Board CEO if such change in reporting duties constitutes a material diminution in the authority, duties or responsibilities of Directorsthe supervisor to whom the Executive is required to report; provided that the Executive has notified the Corporation within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this paragraph and the Corporation has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this paragraph within one (1) year following the initial existence of a change in assignment or reporting duties described herein.

Voluntary Termination by the Executive. If The Executive may voluntarily terminate his employment with the Employers with or without Good Reason by delivering a Notice of Termination to the Employers no less than thirty (30) days prior to the effective date of such termination. “Good Reason” shall mean (a) the assignment to Executive of any duties inconsistent with the Executive’s status as an executive officer of the Employers or any other action by the Employers that results in a significant diminution in that status, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Employers within thirty (30) days after receipt of notice thereof given by the Executive; (b) any failure by the Employers to provide the Executive resigns or otherwise voluntarily terminates his employment before with compensation and benefits that are in the end aggregate at least commensurate in all material respects with those provided to Executive (not including those benefits set forth in paragraph 3(b) herein) as of the Term Effective Date, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and that is remedied by the Employers within thirty (30) days after receipt of notice thereof given by Executive; (c) any material breach of this Agreement (other than in connection with a Change in Corporate Control as described in Section 7), the amount the Executive shall be entitled to receive from the Corporation shall be limited to his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to any fiscal years or other periods preceding the termination date, and any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans of the Corporation. Such payment shall be made to the Executive within sixty (60) days following the date of resignation or voluntary termination. Also, if the Executive’s employment is voluntarily terminated as set forth in this Section, all unvested or unearned Shares, as the case may be, granted pursuant to the Special Award shall be forfeited. For purposes of this paragraph, a resignation by the Executive Employers; provided, however, that such breach shall not be deemed to be voluntary constitute Good Reason only if the Executive is provides written notice to the Employers (1in accordance with Section 8(g) assigned to a position other than the Chairman and Chief Executive Officer hereof) of the Corporation during event which constitutes the Term (other than for Cause or by reason of permanent disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Corporation’s Board of Directors; provided that the Executive has notified the Corporation within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this paragraph and the Corporation has failed to cure such change in assignment or reporting duties breach within ninety (90) days following date that he has notice of the initial existence of the breach and the Employers thereafter fail to cure such breach within thirty (30) business days following its receipt of such notice from notice; (d) Change of Control, as defined below, which results in any of the Executive; and provided further Good Reason actions cited above. In the event that the Executive resigns under this paragraph voluntarily terminates her employment with the Employers without Good Reason prior to April 30, 2020, the Executive will remit to the Employers within one five (15) year following business days after the initial existence Executive’s date of termination of employment a change in assignment or reporting duties described hereincash amount equal to the value of Section 3(b)(i) of the Signing Bonus (“Repayment of Signing Bonus”). The Employers may deduct the Repayment of Signing Bonus from any undisputed amounts owing by the Employers to the Executive. The Pro-Rated value of the Signing Bonus shall be calculated by dividing the Signing Bonus by twenty and multiplying the quotient by (20 minus the number of months worked by the Executive).

Voluntary Termination by the Executive. If The Executive may voluntarily terminate her employment with the Employers with or without Good Reason by delivering a Notice of Termination to the Employers no less than thirty (30) days prior to the effective date of such termination. “Good Reason” shall mean (a) the assignment to Executive of any duties inconsistent in any material adverse respect with Executive’s position, duties, responsibilities or status with the Employers or any other action by the Employers that results in a significant diminution in that status, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Employers within 30 days after receipt of notice thereof given by the Executive; (b) any failure by the Employers to provide the Executive resigns or otherwise voluntarily terminates his employment before with compensation and benefits that are in the end aggregate are commensurate with the those provided to Executive (not including those benefits set forth in paragraph 3(b) herein) as of the Term Effective Date, other than an isolated, insubstantial, and inadvertent failure not occurring in bad faith and that is remedied by the Employers within 30 days after receipt of notice thereof given by Executive; (c) any material breach of this Agreement (other than in connection with a Change in Corporate Control as described in Section 7), the amount the Executive shall be entitled to receive from the Corporation shall be limited to his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to any fiscal years or other periods preceding the termination date, and any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans of the Corporation. Such payment shall be made to the Executive within sixty (60) days following the date of resignation or voluntary termination. Also, if the Executive’s employment is voluntarily terminated as set forth in this Section, all unvested or unearned Shares, as the case may be, granted pursuant to the Special Award shall be forfeited. For purposes of this paragraph, a resignation by the Executive Employers; provided, however, that such breach shall not be deemed to be voluntary constitute Good Reason only if the Executive is provides written notice to the Employers (1in accordance with Section 8(g) assigned to a position other than the Chairman and Chief Executive Officer hereof) of the Corporation during event which constitutes the Term (other than for Cause or by reason of permanent disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Corporation’s Board of Directors; provided that the Executive has notified the Corporation within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this paragraph and the Corporation has failed to cure such change in assignment or reporting duties breach within ninety (90) days following date that she has notice of the initial existence of the breach and the Employers thereafter fail to cure such breach within thirty (30) business days following its receipt of such notice from the Executivenotice; and provided further (d) Change of Control, as defined below, which results in any of the Good Reason actions cited above. In the event that the Executive resigns under this paragraph voluntarily terminates her employment with the Employers without Good Reason prior to April 30, 2020, the Executive will remit to the Employers within one five (15) year following business days after the initial existence Executive’s date of termination of employment a change in assignment or reporting duties described hereincash amount equal to the value of Section 3(b)(i) of the Signing Bonus (“Repayment of Signing Bonus”). The Employers may deduct the Repayment of Signing Bonus from any undisputed amounts owing by the Employers to the Executive. The Pro-Rated value of the Signing Bonus shall be calculated by dividing the Signing Bonus by twenty and multiplying the quotient by (20 minus the number of months worked by the Executive).

Voluntary Termination by the Executive. If The Executive may voluntarily terminate his employment with the Employers with or without Good Reason by delivering a Notice of Termination to the Employers no less than thirty (30) days prior to the effective date of such termination. “Good Reason” shall mean (a) the assignment to Executive of any duties inconsistent with the Executive’s status as an executive officer of the Employers or any other action by the Employers that results in a significant diminution in that status, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Employers within thirty (30) days after receipt of notice thereof given by the Executive; (b) any failure by the Employers to provide the Executive resigns or otherwise voluntarily terminates his employment before with compensation and benefits that are in the end aggregate at least commensurate in all material respects with those provided to Executive (not including those benefits set forth in paragraph 3(b) herein) as of the Term Effective Date, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and that is remedied by the Employers within thirty (30) days after receipt of notice thereof given by Executive; (c) any material breach of this Agreement (other than in connection with a Change in Corporate Control as described in Section 7), the amount the Executive shall be entitled to receive from the Corporation shall be limited to his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to any fiscal years or other periods preceding the termination date, and any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans of the Corporation. Such payment shall be made to the Executive within sixty (60) days following the date of resignation or voluntary termination. Also, if the Executive’s employment is voluntarily terminated as set forth in this Section, all unvested or unearned Shares, as the case may be, granted pursuant to the Special Award shall be forfeited. For purposes of this paragraph, a resignation by the Executive Employers; provided, however, that such breach shall not be deemed to be voluntary constitute Good Reason only if the Executive is provides written notice to the Employers (1in accordance with Section 8(g) assigned to a position other than the Chairman and Chief Executive Officer hereof) of the Corporation during event which constitutes the Term (other than for Cause or by reason of permanent disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Corporation’s Board of Directors; provided that the Executive has notified the Corporation within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this paragraph and the Corporation has failed to cure such change in assignment or reporting duties breach within ninety (90) days following date that he has notice of the initial existence of the breach and the Employers thereafter fail to cure such breach within thirty (30) business days following its receipt of such notice from notice; (d) Change of Control, as defined below, which results in any of the Executive; and provided further Good Reason actions cited above. In the event that the Executive resigns voluntarily terminates his employment with the Employers without Good Reason prior to July 31, 2020, the Executive will remit to the Employers, within five (5) business days after the Executive’s date of termination of employment, a cash amount equal to the pro-rated value of the cash portion of the Signing Bonus payable under this paragraph within one Section 3(b)(i) (1“Repayment of Signing Bonus”). The Employers may deduct the Repayment of Signing Bonus from any undisputed amounts owing by the Employers to the Executive. The pro-rated value of the cash portion of the Signing Bonus shall be calculated by dividing the cash portion of the Signing Bonus ($200,000) year following by twenty-four, and multiplying the initial existence quotient by (twenty-four minus the number of a change in assignment or reporting duties described hereinmonths worked by the Executive).

Voluntary Termination by the Executive. If Discharge for Cause. The Company shall have the right to terminate the employment of the Executive resigns for Cause (as hereinafter defined). In the event that the Executive's employment is terminated by Company for Cause, as hereinafter defined, or otherwise voluntarily terminates his employment before by the end Executive other than for Good Reason or other than as a result of the Term of this Agreement (other than in connection with a Change in Corporate Control as described in Section 7)Executive's Permanent Disability or death, prior to the amount Expiration Date, the Executive shall be entitled only to receive from receive, as a cash lump sum within 30 days of such termination the Corporation Compensation Payment and the Vacation Payment. As used herein, the term "Cause" shall be limited to (i) willful malfeasance, willful misconduct or gross negligence by the Executive in connection with his base salary accrued through employment in a matter of material importance to the date conduct of terminationCompany's affairs which has a material adverse affect on the business of Company, (ii) continuing refusal by the Executive to perform his duties hereunder, as defined by the Board of Directors of the Company, which continues for thirty (30) days after notice of any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect such refusal to any fiscal years perform such duties or other periods preceding the termination date, and any nonforfeitable benefits payable directions as given to the Executive under by the terms Board of Directors, (iii) any material breach of this Agreement by the Executive, which continues for thirty (30) days after notice of any deferred compensation, incentive or other benefit plans of the Corporation. Such payment shall be made such material breach is given to the Executive within sixty by the Board of Directors, (60iv) days following conduct which, in the date reasonable business judgment of resignation the Board of Directors, tends to damage the reputation or voluntary termination. Alsogood will of the Company and/or its corporate affiliates, if or would tend to damage such reputation or good will were the Executive’s employment is voluntarily terminated as set forth in this Section, all unvested Executive to remain associated with Company; or unearned Shares, as (v) the case may be, granted pursuant to indictment or conviction of the Special Award shall be forfeitedExecutive for commission of a crime. For purposes of this paragraphsubsection, a resignation no act or failure to act on the Executive's part shall be considered "willful" unless done, or omitted to be done, by the Executive, not in good faith and without reasonable belief that his action or omission was in the best interest of Company. Termination of the Executive pursuant to this Section 5.5 shall not be deemed made by delivery to the Executive of a copy of a resolution duly adopted by the affirmative vote of the majority of the members of the Board of Directors called and held for such purpose (after 30 days prior written notice to the Executive and reasonable opportunity for the Executive to be voluntary if heard before the Executive is (1) assigned Board of Directors prior to a position other than the Chairman and Chief Executive Officer of the Corporation during the Term (other than for Cause or by reason of permanent disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution vote), finding that in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Corporation’s good faith business judgment of such Board of Directors; provided that , the Executive has notified had engaged in conduct as set forth in any of clauses (i) through (v) above and specifying the Corporation within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this paragraph and the Corporation has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this paragraph within one (1) year following the initial existence of a change in assignment or reporting duties described hereinparticulars thereof.