Executive may terminate his employment under this Agreement and resign his position(s) with Company at any time, for any reason whatsoever, or for no reason, in Executive’s sole discretion, by delivering a Notice of Termination (defined in Section 5(e) below) providing thirty (30) days’ advance notice of termination (the “Notice Period”). In the event of such termination, except as otherwise provided below, Executive shall not be entitled to further compensation pursuant to this Agreement except: # as may be provided by the terms of any benefit plans of Company or any member of the Company Group in which Executive may be a participant, and the terms of any outstanding equity-based awards, # for Base Compensation accrued but unpaid through the Date of Termination (defined in Section 5(f) below), and # reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to the Date of Termination. Company retains the discretion to use or decline use of Executive’s services through the Notice Period but retains the obligation to pay Executive’s Base Compensation through the Notice Period.

By Executive. Notwithstanding any other provision of this Agreement, Executive may terminate Executive’s employment with the Company upon delivery of a Notice of Termination to the Company at least ninety (90) days prior to the Date of Termination (which the Company may, in its sole discretion, make effective earlier than the date set forth in the Notice of Termination provided, that any due compensation to the Executive shall remain as of the original Date of Termination). The Company may require that Executive not come to work during the notice period and may assign one or more of Executive’s duties and authority to one or more other individuals. In the event Company requires that Executive not come to work during the notice period, Company shall continue to pay Executive as if Executive were working.

Executive, upon giving ninety (90) days advance written notice to the Board of Directors of the Company, may terminate her employment under this Agreement. At any time after receipt of such notice, the Company may relieve Executive of her duties prior to the expiration of the ninety (90) days, and in that case shall remain liable to Executive only for compensation as defined in Section III Paragraphs # - # for the remainder of the ninety (90) day notice period, subject to the provisions of Section XII. If Executive fails to provide ninety (90) days advance written notice, then all obligations to Executive for salary, benefits, payments or reimbursements (other than customary reimbursable business expenses pursuant to Section III (i)), including any compensation described in Section III Paragraphs # - (i), shall cease upon Executive’s resignation. Notwithstanding the provisions of this Section IV, in no event shall the Company fail to pay Executive for earned and vested incentive compensation under the annual and long term incentive plans Executive may participate in. Such vested and earned incentive compensation shall be paid under the terms and in the manner provided in those plans. In either case, the Company will comply with the provisions of any Company plan or program required by law, including the provisions of any tax qualified retirement plans maintained by the Company.

Termination by Employee. The Employee may terminate his or her employment prior to the end of the Employment Period for any reason upon providing the Company 30 days' prior written notice. In such event, Employee shall be entitled to: # any Base Salary earned but not yet paid; # reimbursement of any unpaid business expenses incurred in accordance with this Agreement by Executive prior to the effective date of the termination of Executive's employment; and # any other benefits accrued and vested through the date of such termination in accordance with the applicable plans and programs of the Company, excluding any bonus earned but not paid.

Voluntary Resignation by Executive. The Executive may terminate his employment (which shall also constitute a termination of this Agreement) upon at least ninety (90) days’ written notice by Executive to the Company. In the event Company chooses to effect Executive’s termination prior to the end of the notice period provided by Executive, Company will remain obligated to pay Executive for the full notice period. Upon termination by Executive pursuant to this Section 2.4, the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Executive.

Termination Without Cause. The Company may terminate the Executive's employment at any time without Cause pursuant to written notice provided to the Executive not less than 90 days in advance of such termination date. If the Executive's employment is terminated pursuant to this Section 5(d), all of the Executive's rights and all of the Company's obligations except for the Severance Package outlined below, shall immediately terminate. Notwithstanding a termination of this Agreement pursuant to this Section 5(d), the Executive's obligations and the Company's rights under Section 5, 6, 7, and 8 shall survive the termination of this Agreement and Executive shall be paid any unpaid portion of his Base Salary and any bonus earned through that date in accordance with Section 3(b). Following termination under paragraph 5(d), the Executive is entitled to a Severance Package equal to 90 days of Base Salary and benefits at the level prior to termination.

Termination. The Company may, at its election at any time after the Effective Date, give the Executive notice of Termination, in which event the Executive shall be paid on notice of Termination, as severance pay, six months of his base salary as set forth in Paragraph # or the amount due through the next “Termination Date,” whichever is less. The Executive may terminate this Agreement without severance pay upon 10 days written notice to the Company.

Notice of Termination by the Company. Any termination by the Company of Executive’s employment with the Company shall be communicated by a notice of termination to Executive at least forty-five (45) days prior to the date of such termination. Such notice shall indicate the specific termination provision or provision in this Agreement relied upon (if any), shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the indicated provisions, and shall specify the termination date, and shall specify the amounts and type of compensation and benefits to be provided to Executive as a result of the termination.

Termination by the Company; Termination by Executive. The Company’s board of managers may terminate this Agreement and Executive’s employment hereunder, at any time, upon 30 days’ prior written notice to Executive, or such shorter period as may be agreed upon by Executive. Executive may also terminate this Agreement and her employment hereunder, upon 30 days’ prior written notice to the Board, or such shorter period as may be agreed upon by the Company’s board of managers and Executive. In such event, no additional payments or benefits shall be due hereunder, except as may be provided under a separate plan, policy or program evidencing a retirement or other benefit plan or as may be required by law to be provided.

Termination by Executive. Executive shall have the right to terminate her employment, whether or not for “Good Reason” (as hereinafter defined), but, in all events, Executive shall give Company notice pursuant to a written “Notice of Termination” (as defined below). If the termination by Executive is other than for Good Reason: # Executive must give Company a Notice of Termination not less than forty five (45) days prior to the date her termination of employment will be effective, and # Executive shall have no right to severance compensation of any kind, or any right to salary or other benefits for any period after such date of termination. If termination is by Executive for Good Reason, Executive’s rights to compensation and benefits under this Agreement shall be as set forth in [Section 5.5].