Good Reason Termination. You may terminate your employment hereunder for “Good Reason” at any time during the Original Employment Term upon written notice to [[Organization A:Organization]] not more than thirty (30) calendar days after you become aware of the occurrence of the event constituting Good Reason; provided, however, that in the case of an event described in clause (viii) below, such written notice shall be provided not earlier than ninety (90) days following the occurrence of such event. Such notice shall state an effective date no earlier than thirty (30) calendar days after the date it is given. [[Organization A:Organization]] shall have thirty (30) calendar days from the giving of such notice within which to cure and within which period you cannot terminate your employment under this Agreement for the stated reasons and, if so cured, after which you cannot terminate your employment under this Agreement for the stated reasons; provided, however, that this sentence shall not apply with respect to events which by their nature cannot be cured (it being understood that the occurrence of an event described in paragraph 10(b)(i), 10(b)(ii), 10(b)(iv)(D), 10(b)(viii) or 10(b)(x) shall be considered an event of the type which by its nature cannot be cured). “Good Reason” shall mean, without your prior written consent, other than in connection with the termination of your employment for Cause (as defined above) or incapacity (as set forth in paragraph 9) or as a result of your death:

Good Reason. “Good Reason” for Termination of your employment will mean the occurrence, without your written consent, of any one of the following, provided that, you have given Notice of Termination to the Company within 90 days after the initial existence of the condition giving rise to your asserted Good Reason, and the Company has failed to fully correct the Good Reason by your Date of Termination (which must be at least 30 days after the Notice is given, specified in the Notice of Termination (such correction by the Company having the effect of canceling such Notice and the resulting Termination), and your Termination occurs within one year after the initial existence of circumstances constituting Good Reason:

A termination of employment by the Employee for one of the events set forth in (i), (ii), (iii) or (iv))] of this definition will not constitute Good Reason unless, # within the thirty (30) day period immediately following the Employee’s knowledge of the occurrence of such event (but in no event later than ninety (90) days following the occurrence of such event), the Employee has given written notice to the Employer of the event relied on for such termination, # the Employer has not remedied such event within thirty (30) days (the “Cure Period”) of the receipt of such notice, and # the Employee, within thirty (30) days after the end of the Cure Period, elects by written notice to the Corporation to terminate the Employee’s employment, to be effective immediately. For the avoidance of doubt, the Employee’s employment will not be deemed to terminate for Good Reason unless and until the Cure Period has expired and the Employer has not remedied such event. The Corporation and the Employee may mutually waive in writing any of the foregoing provisions with respect to an event that otherwise constitutes Good Reason.

provided, however, that “Good Reason” shall not exist unless Employee has first provided written notice to [[Organization A:Organization]] detailing one or more of [[Organization A:Organization]] conditions under [clauses (a) through (c) above] within ninety (90) days after Employee’s actual knowledge of [[Organization A:Organization]] initial occurrence of such alleged Good Reason event, and such condition is not fully remedied by [[Organization A:Organization]] within thirty (30) days after [[Organization A:Organization]]’s receipt of written notice from Employee, and [[Organization A:Organization]] Termination Date as a result of such event occurs within thirty (30) days after [[Organization A:Organization]]’s thirty (30) day cure period. (For these purposes, a notice shall be sufficient if it is transmitted by facsimile or email to [[Organization A:Organization]] Board and if it provides a general indication o [[Organization A:Organization]] nature of [[Organization A:Organization]] acts, ommissions, breach or breaches.),

A termination for Good Reason means a termination of your employment by you following written notice given by you to the Company pursuant to [Section 2(d)] within thirty (30) days after the occurrence of the Good Reason event, unless such circumstances are fully corrected by the Company within the time period for such correction set forth in [Section 2(d)].

For purposes of this Agreement, a “Notice of Termination for Good Reason” means a notice indicating the specific termination provision in [Section 2(c)] relied upon and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for the termination for Good Reason. Before a termination by you will constitute termination for Good Reason, you must give the Company a Notice of Termination for Good Reason within thirty (30) days following the occurrence of the event that constitutes Good Reason. Failure to provide such Notice of Termination for Good Reason within such thirty (30)-day period shall be conclusive proof that you shall not have Good Reason to terminate employment. Good Reason shall exist only if # the Company fails to remedy the event or events constituting Good Reason within thirty (30) days after receipt of the Notice of Termination for Good Reason from you and # you terminate your employment within sixty (60) days after the end of the period set forth in [clause (i) above]. The Company’s placing you on paid leave (with full compensation and benefits for the portion of such period that occurs prior to your termination date) for up to sixty (60) consecutive days while it is determining whether there is a basis to terminate your employment for Cause will not constitute Good Reason.

Termination by Employee with Good Reason. Employee may terminate her employment under this Agreement for Good Reason; provided that # Employee gives written notice to the Board of Directors within sixty (60) days of the event constituting Good Reason; # the Company has not cured the event giving rise to such notice within thirty (30) days of receipt of Employee’s notice; and # Employee resigns her employment within thirty (30) days following the expiration of such cure period. The term “Good Reason” shall mean any of the following actions that are taken without Employee’s

Employee may terminate his employment with the Company at any time during the Term for or without Good Reason upon a minimum of 30 days written notice thereof to the Company; provided, however, that such termination of employment for Good Reason must occur within 90 days of the event constituting Good Reason. The term “Good Reason” means:

You may resign for Good Reason at any time that you are actively employed during the Contract Period by written notice to the Company no more than thirty (30) days after the occurrence of the event constituting Good Reason. Such notice shall state the grounds for such Good Reason resignation and an effective date no earlier than thirty (30) business days after the date it is given. The Company shall have thirty (30) business days from the giving of such notice within which to cure and, in the event of such cure, your notice shall be of no further force or effect.

Good Reason shall exist only if (i) the Company fails to remedy the event or events constituting Good Reason within thirty (30) calendar days after receipt of the notice of termination of employment from the Grantee and (ii) the Grantee terminates his or her employment within one hundred eighty (180) days after the date that the Grantee first has knowledge of the existence of any event or condition described in [clauses (A) through (H) above].