Termination By Executive. Executive may, at any time upon written notice to Employer, immediately terminate his employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean # breach of this Agreement by Employer in any material respect, # any material adverse change in Executive’s status or position as the Chief Credit Officer or other comparable executive position of Employer as the case may be, including, without limitation, any material adverse change as a result of a material diminution of his duties or responsibilities, # any removal of Executive from, or any failure to reappoint or re-elect him to, any such position (except in connection with the termination of his employment pursuant to Section 4 or [Section 5(a)], or [Section 5(c)], or by him for other than Good Reason); or # any material change in the geographic location at which Executive must perform his duties under this Agreement.

Termination by Executive. The Executive may terminate his employment at any time during the course of this agreement by giving f weeks’ notice in writing to the Board of Directors of [[the Company:Organization]]. During the notice period, Executive must fulfill all his duties and responsibilities set forth above and use his best efforts to train and support his replacement, if any. Failure to comply with this requirement may result in Termination for Cause described below, but otherwise Executive's salary and benefits will remain unchanged during the notification period.

Acknowledgements by Executive. In signing this Agreement, Executive acknowledges:

Successor to the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal representatives, executors, administrators, heirs, distributees, devisees and legatees. In the event of the Executive’s death after his termination of employment but prior to the completion by the Company of all payments due him under this Agreement, the Company shall continue such payments to the Executive’s beneficiary designated in writing to the Company prior to his death (or to his estate, if the Executive fails to make such designation).

Senior Executive Incentive Plan. “Senior Executive Incentive Plan” means the [[Company:Organization]] Senior Executive Annual Incentive Plan.

Executive to Return Property. Executive agrees that upon # the termination of Executive’s employment with [[Seller:Organization]] and within 3 business days thereof, whether by Executive or [[Seller:Organization]] for any reason (with or without cause), or # the written request of [[Seller:Organization]], Executive (or in the event of the death or disability of Executive, Executive’s heirs, successors, assigns and legal representatives) shall return to [[Seller:Organization]] any and all property of [[Seller:Organization]] regardless of the medium in which such property is stored or kept, including but not limited to all Secret Information, Confidential Information, notes, data, tapes, computers, lists, customer lists, supplier lists, vendor lists, names of customers, suppliers or vendors, reference items, phones, documents, sketches, drawings, software, product samples, rolodex cards, forms, manuals, keys, pass or access cards and equipment, without retaining any copies or summaries of such property. Executive further agrees that to the extent Secret Information or Confidential Information are in electronic format and in Executive’s possession, custody or control, Executive will provide all such copies to [[Seller:Organization]] and will not keep copies in such format but, upon [[Seller:Organization]]’s request, will confirm the permanent deletion or other destruction thereof.

Referral to Executive Officers. If a Party makes an election under [Section 4.6(b)] to refer a matter to the Executive Officers, the JSC will submit in writing the respective positions of the Parties to their respective Executive Officers. Such Executive Officers will use good faith efforts, in compliance with this [Section 4.6(c)], to resolve promptly such matter, which good faith efforts will include at least one in-person meeting between such Executive Officers within ​ Business Days after the JSC’s submission of such matter to them. If the Executive Officers are unable to reach unanimous agreement on any such matter, the matter may be referred to dispute resolution in accordance with Article 17.

Non-assignability by Executive. The obligations of Executive hereunder are personal and may not be assigned or delegated by him or transferred in any manner whatsoever, nor are such obligations subject to involuntary alienation, assignment or transfer, except by will or the laws of descent and distribution.

the address set forth in the Company’s records

Termination by the Executive. The Executive may terminate his or her employment hereunder at any time for any reason, including but not limited to Good Reason. In the event the Executive seeks to terminate his or her employment for Good Reason, the Executive shall comply with the “Good Reason Process” (hereinafter defined) following the occurrence of any purported Good Reason. “Good Reason Process” shall mean that # the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; # the Executive notifies the Company in writing of the Good Reason condition within sixty (60) days of the first occurrence of such condition; # the Executive cooperates in good faith with the Company’s efforts, for a period not less than thirty (30) days following receipt of such notice (the “Cure Period”) to remedy the condition; # notwithstanding such efforts, the Good Reason condition continues to exist; and # the Executive terminates his or her employment within sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason or determines in its reasonable good faith discretion that a Good Reason condition has not occurred during the Cure Period, Good Reason shall be deemed not to have occurred.