The Executive may resign for Good Reason if there is an event that causes a material adverse impact to the Executive position (e.g., job duties and compensation changes) arising out of one of the conditions listed below.

Definition of “Good Reason.” “Good Reason” shall, if you have an employment agreement with the Company, have the meaning set forth in your employment agreement. If you do not have an employment agreement with the Company, “Good Reason” means the existence of one or more of the following conditions without your written consent, so long as you provided written notice to the Company of the existence of the condition not later than 90 days after the initial existence of the condition, the condition has not been remedied by the Company within

Cause and Good Reason. Unless otherwise defined in a written agreement between the Employee and the Company, for purposes of this Agreement the terms “Cause” and “Good Reason” shall have the following meanings:

In connection with the merger (“Merger”) between ​ (“​”) and [[Organization A:Organization]] Ltd. (“[[Organization A:Organization]]”) (together the “Company”), a review was conducted of the ​ Operating Committee and the [[Organization A:Organization]] Executive Committee, excluding the general counsel and chief legal officers,1 to form an Executive Committee for the combined Company upon the closing of the Merger to align with the Company’s business needs, structure and operating model. This will result in the elimination of certain positions in connection with restructuring the Executive Committee for the combined Company. The individuals selected to be impacted by this restructuring were selected based on an evaluation of the following possible factors: job elimination, relative responsibilities and experience as they relate to current and expected business needs.

Resignation for Good Reason. “Resignation for Good Reason” shall mean a resignation by Employee following a Change of Control and following the occurrence of one of the following:

As of March 15, 2022

Definition of “Good Reason”. As used herein, a “Good Reason” shall mean the occurrence of any of the following events without Executive’s written consent: # relocation of Executive’s principal business location to a location more than fifty (50) miles from Executive’s then-current business location; # a material diminution in Executive’s duties, authority or responsibilities; # a material reduction in the Executive’s Base Salary (other than as a result of a broad based reduction of salary similarly affecting other Company executives having comparable rank, authority and seniority); or # any material breach of this Agreement by the Company; provided that # Executive provides Company with written notice that Executive intends to terminate Executive’s employment hereunder for one of the grounds set forth in this Section 2(e) within thirty (30) days of such ground occurring, # if such ground is capable of being cured, the Company has failed to cure such ground within a period of thirty (30) days from the date of such written notice, and # Executive terminates Executive’s employment within sixty-five days from the date that Good Reason first occurs. For purposes of clarification, the above-listed conditions shall apply separately to each occurrence of Good Reason and failure to adhere to such conditions in the event of Good Reason shall not disqualify Executive from asserting Good Reason for any subsequent occurrence of Good Reason. For purposes of this Agreement, “Good Reason” shall be interpreted in a manner, and limited to the extent necessary, so that it shall not cause adverse tax consequences for either party with respect to [Section 409A] (“[Section 409A]”) of the Internal Revenue Code of 1986, as amended (the “Code”) and any successor statute, regulation and guidance thereto.

Resignation for Good Reason. The Executive can terminate his employment with the Company and the Period of Employment for Good Reason. “Good Reason” means the occurrence of any of the following by the Company without the Executive’s express written

For Good Reason By Employee. Employee may terminate 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; # a material reduction of the Employee’s duties or responsibilities; or # a reduction of the Employee’s Base Salary. Notwithstanding the foregoing, no action by the Company shall constitute Good Reason unless and until: # the Company 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 cure or correct the circumstances giving rise to such Good Reason; and # Employee terminates his employment upon written notice to the Company within five (5) days after expiration of such period referenced in (B).

Termination by Reason of Retirement. If the Grantee's employment with the Company terminates by reason of Retirement (as defined in the Plan), the Restricted Stock Units granted hereunder shall not be forfeited but shall be settled in Stock to the Grantee on the same schedule as provided in Section 2 (or otherwise) as if the Grantee had continued employment through each such Vesting Date (or such other vesting event pursuant to Section 3.3 or Section 5.2).