For Good Reason. Employee may terminate their employment under this Agreement for Good Reason. “Good Reason” shall mean, in each case to the extent not consented by Employee: # a breach by the Company of any material provision of this Agreement or any other written agreement between Employee and the Company; # material reduction of the Employee’s authority, duties, or responsibilities; # a reduction of the Employee’s then-current Base Salary or Annual Bonus Target; # the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform

For Good Reason.Reason By Employee. Employee may terminate their employment under this Agreement for Good Reason. “Good Reason” shall mean, in each case to the extent not consented by Employee: # a breach by the Company of any material provision of this Agreement or any other written agreement between Employee and the Company; # material reduction of the Employee’s authority, duties, or responsibilities; # a reduction of the Employee’s then-current Base Salary or Annual Bonus Target; # the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law; # the Company’s Common Stock no longer being publicly traded;

For Good Reason.Reason By Employee. Employee may terminate their employment under this Agreement at any time for Good Reason. “Good Reason” shall mean, in each case to the extent not consented to by Employee: # a breach by the Company of any material provision of this Agreement or any other written agreement between Employee and the Company;Agreement; # a material reduction of the Employee’s authority, duties,duties or responsibilities; or # a reduction of the Employee’s then-current Base Salary or Annual Bonus Target;Salary. Notwithstanding the foregoing, no action by the Company shall constitute Good Reason unless and until: # the Company’s failureCompany shall have received, within thirty (30) days of the commencement of the existence of the condition constituting Good Reason, written notice from the Employee alleging that such Good Reason exists and setting forth the basis therefore in reasonable detail; # within thirty (30) days after the receipt of said written notice by the Company, the Company shall have failed to obtain an agreement from any successorcure or correct the circumstances giving rise to such Good Reason; and # Employee terminates his employment upon written notice to the Company to assume and agree to performwithin five (5) days after expiration of such period referenced in (B).

Resignation for Good Reason. Employee may terminate theirEmployee's employment underhereunder for "Good Reason". For purposes of this AgreementAgreement, "Good Reason" shall mean # a substantial diminution or change of the duties of the Employee which is materially inconsistent with Employee's duties and services provided for Good Reason. “Good Reason” shall mean, in each case to the extent not consented by Employee:[Section 2] hereof, # a material breach by the Company of any material provision of this Agreement after notice and such breach has not been cured within twenty days after receipt of such notice, or # any other written agreement between Employee and the Company; # material reduction of the Employee’s authority, duties, or responsibilities; # a reduction of the Employee’s then-current Base Salary or Annual Bonus Target; # the Company’s failure to obtain an agreement from any successor topurported termination by the Company to assume and agree to performof Employee's employment otherwise than expressly permitted by this Agreement.

“Good Reason. Employee may terminate their employment under this Agreement for Good Reason. “Good Reason” shall mean, in each case to the extent not consented to by Employee: # a breach by the Company of any material provision of this Agreementhis employment agreement or any other written agreement between Employee and the Company; # a material reduction of the Employee’s authority, duties,duties or responsibilities; or # a reduction of the Employee’s then-current Base Salary or Annual Bonus Target;Salary. Notwithstanding the foregoing, no action by the Company shall constitute Good Reason unless and until: # the Company’s failureCompany shall have received, within thirty (30) days of the commencement of the existence of the condition constituting Good Reason, written notice from the Employee alleging that such Good Reason exists and setting forth the basis therefore in reasonable detail; # within thirty (30) days after the receipt of said written notice by the Company, the Company shall have failed to obtain an agreement from any successorcure or correct the circumstances giving rise to such Good Reason; and # Employee terminates his employment upon written notice to the Company to assume and agree to performwithin five (5) days after expiration of such period referenced in (B).”

Good Reason Definition. For Good Reason. Employee may terminate their employment underthe purposes of this Agreement for Good Reason.Agreement, “Good Reason” shall mean,mean: # a reduction of Employee’s base salary below the amount set forth in each case[Section 3] of this Agreement, or a reduction in the “Target Bonus” defined in [Section 4] of this Agreement, if any, unless such reduction is shared proportionally by the three most highly-salaried officers of the Company in addition to Employee; # an involuntary relocation of Employee’s place of work to any location outside of the metropolitan area in which his primary office is located immediately prior to the extent not consentedrelocation, excluding temporary periods of thirty (30) days or less and ordinary course business travel; # a significant diminution by Employee:the Company in Employee’s position (including offices, titles, and reporting relationships), authority, duties, or responsibilities (excluding diminutions resulting in the ordinary course from the Company becoming, pursuant to a Change of Control, # part of a larger organization in which Employee directly reports to the Chief Executive Officer of such organization; or # a subsidiary or equivalent separate functional business unit of a larger organization); # a material breach by the Company of any material provision of this AgreementAgreement; or any other written agreement between Employee and the Company; # material reduction of the Employee’s authority, duties, or responsibilities; # a reduction of the Employee’s then-current Base Salary or Annual Bonus Target; # the Company’s failure to obtain an agreement from any successor toby the Company to assumeassign this Agreement to a successor upon a Change of Control. No Good Reason shall exist where: # Employee consents to the event that forms the basis for the Good Reason resignation; # Employee does not provide the Company’s President and agreeChief Executive Officer with written notice describing in detail the Good Reason within thirty (30) days after its occurrence; or # the Company cures the Good Reason within thirty (30) days after its receipt of such notice, if such conduct is reasonably susceptible to performcure.

Good Reason. For purposes of this Agreement, a termination for "Good Reason" means a termination by Employee may terminate their employment under this Agreement for Good Reason. “Good Reason” shall mean, in each case tobased upon the extent not consented by Employee: # a breach by the Companyoccurrence (without Employee's express written consent) of any material provision of this Agreement or any other written agreement between Employee and the Company; # material reduction of the Employee’s authority, duties, or responsibilities; # a reduction of the Employee’s then-current Base Salary or Annual Bonus Target; # the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to performfollowing:

Good Reason. “Good Reason” shall mean,have the meaning set forth in each casethe Participant’s employment agreement, or if not so defined, shall mean the occurrence, without the Participant’s express written consent, of # an adverse change in the Participant’s employment title; # a material diminution in the Participant’s employment duties or responsibilities or authority, or the assignment to the extent not consented by Employee:Participant of duties that are materially inconsistent with the Participant’s position; # aany reduction in base salary or target annual bonus opportunity; # any breach by the Company of any material provision of this Agreement or any other writtenmaterial agreement between Employeethe Participant and the Company; # material reduction of the Employee’s authority, duties, or responsibilities; # a reduction ofmaterial diminution in the Employee’Participant’s then-current Base Salary or Annual Bonus Target; # the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to performreporting line.