By Employee for Good Cause. Employee may terminate Employee’s employment for Good Cause by # providing notice to the Company specifying in reasonable detail the condition giving rise to the Good Cause no later than the thirtieth (30th) day following Employee’s first becoming aware of such event or condition; # providing the Company a period of (30) days to remedy the event or condition; and # written notice terminating Employee’s employment for Good Cause within fifteen (15) days following the expiration of the period to remedy if the Company fails to remedy the condition. The following, if occurring without Employee’s consent, shall constitute "Good Cause" for termination by Employee: # a material diminution in the nature or scope of Employee’s position, duties, or authority (other than temporarily while Employee is physically or mentally incapacitated to such a degree that Employee would be eligible for disability benefits under the Company's disability income plan or as required by applicable law); # a material reduction in the Base Salary or the Target Bonus percentage; # a material breach by the Company of this Agreement; or # a requirement by the Company that Employee relocate to a location more than forty (40) miles from Employee’s then-current remote office location.

By Employee Without Good Cause. Employee may terminate Employee’s employment at any time without Good Cause upon thirty (30) days' notice to the Company. The Board may elect to waive such notice period or any portion thereof; but in that event, the Company shall pay Employee the Base Salary for that portion of the notice period so waived.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee shall:

Termination – Good Cause. Nothing in this Agreement shall be construed to prevent the Company from terminating Employee’s employment hereunder for good cause (“Good Cause”) at any time. For this purpose, Good Cause shall include the following: alcohol or other drug dependence or addiction; conviction for any crime involving moral turpitude; fraud or misrepresentation; material neglect of duty; misappropriation, embezzlement or theft of Company funds or property; conduct which is materially injurious to the reputation, business or business relationships of the Company; or material violation of Company policy or any of the provisions of this Agreement. The effective date of such termination for Good Cause shall be the date of receipt by Employee or his legal representative of written notice of the termination stating the full basis for such cause or such later date as may be specified in such notice. Termination of Employee’s employment for Good Cause shall not constitute a breach of this Agreement and Employee shall not be entitled to any compensation arising on or after the effective date of such termination. In the event the Company is sold, transferred and/or merged with or to another entity, it shall not be deemed an event of Good Cause to terminate Employee, and if the new entity elects to retain Employee, Employee may be terminated without Good Cause only in accordance with [Section 7(D)] of this Agreement, and the Employee may terminate this Agreement as provided in [Section 7(F)] of this Agreement.

Termination With Good Cause: Resignation Without Good Reason. Employer may terminate Employee’s employment at any time, with or without notice or Good Cause (as defined below). If Employer terminates Employee’s employment with Good Cause, or if Employee resigns without Good Reason (as defined below), Employer shall pay Employee his salary prorated through the date of termination, at the rate in effect at the time notice of termination is given, together with any benefits accrued through the date of termination including any unreimbursed business expenses in accordance with Employer’s applicable business expense reimbursement policies. Employer shall have no further obligations to Employee under this Agreement or any other agreement.

TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If the Employee’s employment by the Company is terminated # by the Company other than for Cause, or # by the Employee for Good Reason, the Company shall pay or provide the Employee with the following:

Employee Termination Without Good Cause (as defined herein).

Separation from Service by the Company without Cause or by Employee for Good Reason. If the Company initiates Employee’s Separation from Service without Cause or if Employee initiates Employee’s Separation from Service for Good Reason, then subject to the conditions described in Section 7.3 below, the Company shall provide Employee the following payments and other benefits:

By the Company for Cause or by the Employee Without Good Reason

Termination by Employee Without Good Reason. If the Employee’s employment is terminated by the Employee without Good Reason, the Employee will receive # the Employee’s accrued but unpaid then current Base Salary through the Termination Date and # any other amounts that may be reimbursable by the Company [[Organization A:Organization]] Employee as expressly provided under this Agreement, in each case, payable in a lump sum within 30 days following the Termination Date. Thereafter, the Company will have no further obligation [[Organization A:Organization]] Employee under this Agreement, other than for payment of any amounts accrued and vested under any employee benefit plans or programs of the Company, and any payments or benefits required to be made or provided under applicable law. No bonus will be paid [[Organization A:Organization]] Employee for a termination of the Employee’s employment without Good Reason.