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.

Termination Byby Employee. Employee may Terminate Employee’s employment with the Employer during the Employment Period for Good Reason. For purposes of this Agreement, “Good Reason” shall mean: # a material diminution in Employee’s authority, duties, or responsibilities; # a material change in the geographic location at which Employee must perform the services to be performed by Employee pursuant to this Agreement; and # any other action or inaction that constitutes a material breach by the Employer of this Agreement. Employee must provide notice to the Employer of the condition Employee contends is Good Cause.Reason within 30 days of the initial existence of the condition, and the Employer must have a period of 30 days to remedy the condition. If the condition is not remedied, Employee must provide a Notice of Termination as set forth in Sections 6(e) and 15(i) of this Agreement within 30 days of the end of the Employer’s remedy period. Employee may also terminate Employee’s employment hereunder without Good Reason upon delivery of a Notice of Termination to Employee at any time for “Good Cause,” which is: # Company’s failureleast 60 days prior to comply with a material termDate 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.Termination (defined below).

Termination Byby Employee Forfor Good Cause.Reason. Subject to Section 3.2, Employee may terminate Employee’shis employment atobligation hereunder (but not his obligations under Article IV hereof) for “Good Reason” (as hereinafter defined) if Employee gives written notice thereof to the Company within thirty (30) days of the event he deems to constitute Good Reason (which notice shall specify the grounds upon which such notice is given) and the Company fails, within thirty (30) days of receipt of such notice, to cure or rectify the grounds for such Good Reason termination set forth in such notice. If the Company fails to cure or rectify the grounds for such Good Reason termination set forth in the notice provided above within thirty (30) days of receipt of such notice, then Employee may terminate his employment under this Section 3.1(b) any time for “Good Cause,” which is:within thirty (30) days following such failure. “Good Reason” shall mean any of the following: # Company’relocation of Employee’s failure to comply withprincipal workplace over sixty (60) miles from the Company’s existing workplaces without the consent of Employee (which consent shall not be unreasonably withheld, delayed or conditioned), # after the Transition Period, Employee is demoted from the position of Chief Executive Officer or President of the Company, # after the Transition Period, a material termdiminution in the Employee’s authority, duties or responsibilities as Chief Executive Officer and President of the Company, # the Company fails to nominate Employee to serve as a director in connection with any annual or special meeting of stockholders at which stockholders will vote on the election of directors or, if elected as a director, the Board fails to elect the Employee as Chairman, or # the Company’s material breach 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 havewhich is 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 noticecured 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 receipt by the endCompany from Employee of the cure period.written notice of such breach.

Termination By Employee For “Good Cause. Employee may terminateCause” shall mean a termination of Employee’s employment atas a result of the occurrence of any time for “Good Cause,” which is:of the following, without Employee’s consent: # Company’s failure to comply with a material termadverse change in Employee’s authority and responsibilities, # a material reduction in Employee’s compensation, not proportionally and similarly affecting other senior executives, # failure of the Company or any successor to fully honor the terms of any contractual agreements with Employee, or # a change in Employee’s principal place of business to a location more than 50 miles from such Employee’s location on the date of this Agreement afterAgreement; provided, that, in any case, Employee shall have delivered written notice by Employee specifyingto the alleged failure; # a substantial and unusual increase in responsibilities and authority without an offerCompany of additional reasonable compensation as determined by Company in light of compensation for similarly situated employees; # a substantial and unusual reduction in responsibilitieshis 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 electsher intention to terminate Employee’shis or her employment for “Good Cause,” Employee must provide Company writtenGood Reason, which notice within thirty (30) days, after whichspecifies in reasonable detail the circumstances claimed to give rise to the Employee’s right to terminate employment for Good Reason, and the Company shall not have thirty (30)cured such circumstances within 30 days to cure except wherefollowing receipt of 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.notice.

Termination By Employee For Good Cause. Employeethe Company Notice. The Company may immediately terminate the Employee’s employment with the Company at any time for “Good Cause,” which is: # Company’s failure to comply with a material termany reason not included in the definition of this Agreement after written noticeGood Cause by Employee specifyinggiving 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 whereprior written notice of such Good Cause,termination (“Company Notice Termination”). Effect of termination 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.Notice shall be described in section 4.3.

Termination By Employee For Good Cause.Reason By Employee. Employee may terminate Employee’s employmentthis Agreement at any time for Good Reason. “Good Cause,” which is:Reason” shall mean, in each case to the extent not consented to by Employee: # Company’s failure to comply witha breach by the Company of any material provision of this Agreement; # a material termreduction of this Agreementthe 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 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 withinCompany, 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) daysfailed to cure except whereor correct the circumstances giving rise to such Good Cause, by its nature, is not curable. IfReason; and # Employee terminates his employment upon written notice to the Company has not cured and Employee elects to terminate Employee’s employment, Employee must do so within ten (10)five (5) days after the endexpiration of the cure period.such period referenced in (B).

Termination By Employee For Good Cause. Employee may terminate Employee’shis employment hereunder for any reason whatsoever other than “good reason” upon giving at least thirty (30) days’ prior written notice. In addition, Employee shall have the right to terminate his employment hereunder at any time for “Good Cause,“good reason.” which is:As used herein, “good reason” means the occurrence of any of the following: # Company’the relocation of Employee’s failureoffice to comply witha location outside the State of Illinois or more than fifty (50) miles from its present location, # Employee no longer holds the principal executive office held by Employee on the Effective Date, # a change in reporting structure of Employer where Employee is required to report to someone other than the Board or the Chief Executive Officer, # any action or inaction that constitutes a material termbreach by Employer of this Agreement after(other than with respect to any provision of this Agreement covered by any of [clauses (1) through (3)] of this definition of “good reason”), or # any Change in Control in connection with which # this Agreement is not assumed or continued by any purchaser, acquirer, controlling person or successor to Employer (an “Acquiror”) and # Employee is not offered employment by such Acquiror for the same or a substantially similar executive position and with the same or substantially similar compensation and other benefit opportunities in the aggregate, in each case as enjoyed by Employee immediately before the Change in Control (provided, however, that # if Employee receives gross aggregate proceeds (whether in cash or property) in excess of two million dollars ($2,000,000) as a result of such Change in Control in respect of options, rights or awards under any of Employer’s incentive compensation plans (including shares held following the exercise of any option), with the value of the non-cash portion, if any, of such proceeds being determined in good faith by the Board at fair market value as of the date of such Change in Control, the determination of whether Employee is offered “substantially similar compensation and other benefits opportunities” shall be made without regard to equity-based compensation opportunities, and # if clause (i) does not apply, equity-based compensation opportunities offered by such Acquiror shall be deemed to be “substantially similar” to the equity-based compensation opportunities enjoyed by Employee immediately before the Change in Control if such equity-based compensation opportunities offered by Acquiror are on market-appropriate terms for a company of Employer’s size and industry). Notwithstanding the foregoing, Employee will not have “good reason” to terminate his employment unless # he provides the Board with a written notice bydetailing the specific circumstances alleged to constitute “good reason” within ninety (90) days after Employee specifying the alleged failure; # a substantial and unusual increase in responsibilities and authority without an offerfirst learns (or should have learned) 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) monthsoccurrence of Employment; orsuch circumstances, # relocation outsideEmployer is given a 50 mile radiusperiod 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 following receipt of such written notice to cure except where such Good Cause, by its nature, is not curable. If Company has not curedthe applicable “good reason” condition, if susceptible to cure, and Employee elects to terminate Employee’s employment, Employee must do so within ten (10) days after the end of the cure period.

Termination Byby Employee Forwith Good Cause.Reason. Employee may terminate Employee’sher employment at any time for “Good Cause,” which is: # Company’s failure to comply with a material term ofunder this Agreement afterfor Good Reason; provided that # Employee gives written notice by Employee specifyingto the alleged failure;Board of Directors within sixty (60) days of the event constituting Good Reason; # a substantial and unusual increase in responsibilities and authority without an offer of additional reasonable compensation as determined bythe 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 havehas not been expanded withincured the first twelve (12) months of Employment; or # relocation outside a 50 mile radius of New York City, New York. If Employee electsevent giving rise to terminate Employee’s employment for “Good Cause,” Employee must provide Company writtensuch notice within thirty (30) days, after which Company shall havedays of receipt of Employee’s notice; and # Employee resigns her employment within thirty (30) days tofollowing the expiration of such 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 endperiod. The term “Good Reason” shall mean any of the cure period.following actions that are taken without Employee’s

Termination ByEmployee's Right to Terminate for Good Reason. The Employee For Good Cause. Employee mayshall have the right to terminate Employee’the Employee's employment with the Company at any time for “Good Cause,” which is:"Good Reason." Upon a termination by the Employee for “Good Reason,” the Company shall pay or provide to the Employee the payments and benefits set forth in Sections 7.2(a), (b), and (c). For purposes of this Agreement, a termination for "Good Reason" shall mean Employee’s termination within ninety (90) days following the expiration of the cure period afforded the Company to rectify any of the following that occur without the express written consent of the Employee, as determined in a manner consistent with Treasury Regulation Section 1.409A-1(n)(2)(ii): # Company’a material reduction or change in the Employee’s failuretitle or job duties, responsibilities and requirements inconsistent with the Employee’s position with the Company and the Employee’s prior duties, responsibilities and requirements, # a material reduction in the Employee’s Base Salary unless a proportionate reduction is made to complythe Base Salary of all members of the Company Group’s senior management in accordance with a bona-fide downturn in the Company Group’s business; # a change of more than 50 miles in the geographic location at which the Employee primarily performs services for the Company; or # any material termbreach of this Agreement afterby the Company. In the case of the Employee’s allegation of Good Reason, # the Employee shall provide written notice by Employee specifyingto the Board of the event alleged failure;to constitute Good Reason within 30 days after the initial occurrence of such event, # 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)the opportunity to remedy the alleged Good Reason event within 30 days to cure except wherefrom receipt of notice of such Good Cause, by its nature, isallegation, and if not curable. If Company has not cured andso cured, the Employee elects tomay then terminate Employee’s employment, Employee must do soemployment within ten (10)ninety (90) days after the end of the cure period.for “Good Reason.”

Termination By Employee For Good Cause. Employee may terminate Employee’shis employment hereunder for any reason whatsoever other than “good reason” upon giving at least thirty (30) days’ prior written notice. In addition, Employee shall have the right to terminate his employment hereunder at any time for “Good Cause,“good reason.” which is:As used herein, “good reason” means the occurrence of any of the following: # Company’the relocation of Employee’s failureoffice to comply witha location outside the State of Illinois or more than fifty (50) miles from its present location, # Employee no longer holds the principal executive office held by Employee on the Commencement Date, # a change in reporting structure of Employer where Employee is required to report to someone holding a title or position different from the title or position of the person to whom Employee was required to report on the Commencement Date, unless that person has been identified as the intended successor to the person to whom Employee reports on the Commencement Date, # any action or inaction that constitutes a material termbreach by Employer of this Agreement after(other than with respect to any provision of this Agreement covered by any of [clauses (1) through (3)] of this definition of “good reason”), or # any Change in Control in connection with which # this Agreement is not assumed or continued by any purchaser, acquirer, controlling person or successor to Employer (an “Acquiror”) and # Employee is not offered employment by such Acquiror for the same or a substantially similar executive position and with the same or substantially similar compensation and other benefit opportunities in the aggregate, in each case as enjoyed by Employee immediately before the Change in Control (provided, however, that # if Employee receives gross aggregate proceeds (whether in cash or property) in excess of one million dollars ($1,000,000) as a result of such Change in Control in respect of options, rights or awards under any of Employer’s incentive compensation plans (including shares held following the exercise of any option), with the value of the non-cash portion, if any, of such proceeds being determined in good faith by the Board at fair market value as of the date of such Change in Control, the determination of whether Employee is offered “substantially similar compensation and other benefits opportunities” shall be made without regard to equity-based compensation opportunities, and # if clause (i) does not apply, equity-based compensation opportunities offered by such Acquiror shall be deemed to be “substantially similar” to the equity-based compensation opportunities enjoyed by Employee immediately before the Change in Control if such equity-based compensation opportunities offered by Acquiror are on market-appropriate terms for a company of Employer’s size and industry). Notwithstanding the foregoing, Employee will not have “good reason” to terminate his employment unless # he provides the Board with a written notice bydetailing the specific circumstances alleged to constitute “good reason” within ninety (90) days after Employee specifying the alleged failure; # a substantial and unusual increase in responsibilities and authority without an offerfirst learns (or should have learned) 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) monthsoccurrence of Employment; orsuch circumstances, # relocation outsideEmployer is given a 50 mile radiusperiod 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.