Employer may terminate the employment of Employee hereunder for “good cause” (as defined below) immediately upon written notice.

By Company For Good Cause. Upon written notice to the Executive, the Company may immediately terminate this Agreement at any time during the Employment Period for “Good Cause” (as hereafter defined).

Termination without Cause or for Good Reason. If during the Retention Period Employee’s employment is terminated by ​ without Cause or by Employee for Good Reason, ​ will pay and provide to Employee the following compensation and benefits:

Termination by the Company for a Reason Other than Cause, Death or Disability and Termination by Employee for Good Reason. If Employee's employment is terminated by: # the Company for any reason other than Cause, death or Disability; or # Employee for Good Reason:

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:

In the event of Employee’s termination of employment by the Company without Cause or by the Employee for Good Reason, or due to Employee’s death or Disability, (each of “Cause”, “Good Reason” and “Disability” as defined below) prior to the date on which the award shall have become 100% vested, the award will become vested pro rata (including any portion of the award

with Cause or # by the Employee without Good Reason (unless such Termination of Employment without Good Reason occurs during the Post-Change in Control Window Period).

Employee. This Agreement is personal to Employee and without the prior written consent of the Employer shall not be assignable by Employee otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Employee’s legal representatives.

Employee. "Employee" means any common law employee, Self-Employed Individual, Leased Employee or other person the Code treats as an employee of a Participating Employer for purposes of the Participating Employer's qualified plan. Either the Adoption Agreement or a participation agreement to the Adoption Agreement may designate any Employee, or class of Employees, as not eligible to participate in the Plan.