Termination By Employee For Good Cause. Employee may terminate Employee’s employment at any time for “Good Cause,” which is: # Company’s failure to comply with a material term of this Agreement after written notice by Employee specifying the alleged failure; # a substantial and unusual increase in responsibilities and authority without an offer of additional reasonable compensation as determined by Company in light of compensation for similarly situated employees; # a substantial and unusual reduction in responsibilities or authority; # if Employee’s responsibilities and authority in a finance-related capacity have not been expanded within the first twelve (12) months of Employment; or # relocation outside a 50 mile radius of New York City, New York. If Employee elects to terminate Employee’s employment for “Good Cause,” Employee must provide Company written notice within thirty (30) days, after which Company shall have thirty (30) days to cure except where such Good Cause, by its nature, is not curable. If Company has not cured and Employee elects to terminate Employee’s employment, Employee must do so within ten (10) days after the end of the cure period.

For Good Cause. The Company may terminate the Employee’s employment with the Company at any time for Good Cause (“Good Cause Termination”). The term “Good Cause,” which shall be determined in the sole discretion of the Company, for purposes of this Agreement means: # the Employee being arraigned or indicted for the commission of a felony or convicted of a felony; # the Employee engaging or directing in fraud, theft, dishonesty, misconduct or falsification of any employment or the Company’s records or knowledge of others engaging or directing such conduct without Employee taking appropriate action; # the Employee misappropriating or embezzling the Company’s assets; # the Employee engaging in conduct or activities that have or could have a material detrimental effect on the reputation or business of the Company; # the Employee willfully or negligently violating any governmental rule or regulation to which the Company or any of its assets or business is subject; # the Employee’s inability or unwillingness to perform his job duties (other than as a result of a Disability as defined in Section 4.2 (c)) or negligence in performing his job duties; # the Employee breaching the terms of this Agreement (including but not limited to the Employee’s violation of any of the provisions contained in Sections 6 or 7); # the Employee violating the Company’s code of conduct or similar policy, policies against discrimination and harassment, financial policies, or policies against abuse of drugs and alcohol; # the Employee violating any policy of the Company (except for policies specified elsewhere in this Section 4.2(a)), and, following receipt of notice of such violation from the Company, provided that the Company determines in its sole discretion that such violation may be subject to cure, the Employee’s failure to cure such violation within five (5) business days of the date of such notice; or # the Employee engaging in other conduct, even if not in conjunction with the Employee’s duties hereunder, which could reasonably be expected to, or which does, cause the Company material economic or reputational harm or other material adverse consequence.

For Good Cause. The Company may terminate the Employee’s employment with the Company

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

Termination For Good Cause. [[Organization B:Organization]] may terminate this Agreement upon the first to occur of the following each of which shall constitute good cause for termination of this Agreement:

Termination Without Good Cause. This Agreement may be terminated by either party without cause, by giving written notice, sixty (60) days prior to the effective date of termination. If [[Organization B:Organization]] terminates Loggenberg without cause, then severance payments as per the Severance Agreement entered into in addition to this Agreement will apply.

For Good 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;

Termination by the Company for Cause and by Employee without Good Reason. If Employee's employment is terminated during the Employment Term by the Company for Cause or by Employee without Good Reason, the Company's only obligation under this Agreement shall be payment of any Accrued Obligations.

A “qualifying termination of employment” shall occur if the Company involuntarily terminates the Employee without “Cause” or the Employee voluntarily terminates for “Good Reason”. For this purpose, “Cause” shall mean:

By the Employee For Good Reason. The Employee may terminate such employment for an applicable Good Reason, subject to the process described in the Good Reason definition in Section 7.