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 ​ terminates Loggenberg without cause, then severance payments as per the Severance Agreement entered into in addition to this Agreement will apply.

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).

Resignation for Good Reason. The Employee shall have the right to terminate this Agreement upon ten (10) days’ prior written notice for Good Reason. “Good Reason” shall be defined as any of the following occurring without the Employee’s written consent:

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:

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:

Definition of “Good Reason”. As used herein, a “Good Reason” shall mean the occurrence of any of the following events without Executive’s written consent: # relocation of Executive’s principal business location to a location more than fifty (50) miles from Executive’s then-current business location; # a material diminution in Executive’s duties, authority or responsibilities; # a material reduction in the Executive’s Base Salary (other than as a result of a broad based reduction of salary similarly affecting other Company executives having comparable rank, authority and seniority); or # any material breach of this Agreement by the Company; provided that # Executive provides Company with written notice that Executive intends to terminate Executive’s employment hereunder for one of the grounds set forth in this [Section 2(e)] within thirty (30) days of such ground occurring, # if such ground is capable of being cured, the Company has failed to cure such ground within a period of thirty (30) days from the date of such written notice, and # Executive terminates Executive’s employment within sixty-five days from the date that Good Reason first occurs. For purposes of clarification, the above-listed conditions shall apply separately to each occurrence of Good Reason and failure to adhere to such conditions in the event of Good Reason shall not disqualify Executive from asserting Good Reason for any subsequent occurrence of Good Reason. For purposes of this Agreement, “Good Reason” shall be interpreted in a manner, and limited to the extent necessary, so that it shall not cause adverse tax consequences for either party with respect to [Section 409A] (“[Section 409A]”) of the Internal Revenue Code of 1986, as amended (the “Code”) and any successor statute, regulation and guidance thereto.

Definition of “Good Reason.” “Good Reason” shall, if you have an employment agreement with the Company, have the meaning set forth in your employment agreement. If you do not have an employment agreement with the Company, “Good Reason” means the existence of one or more of the following conditions without your written consent, so long as you provided written notice to the Company of the existence of the condition not later than 90 days after the initial existence of the condition, the condition has not been remedied by the Company within

Resignation for Good Reason. The Executive can terminate his employment with the Company and the Period of Employment for Good Reason. “Good Reason” means the occurrence of any of the following by the Company without the Executive’s express written

“Good Reason” shall mean the occurrence during the Employment Period, without the express written consent of the Employee, of any of the following:

If Employee gives notice to terminate his employment without “good reason” pursuant to the first sentence of [Section 8(a)(i)] above, Employer shall have the right to waive all or any portion of the required notice period, and terminate Employee’s employment early, without re-characterizing such termination as a voluntary termination by Employee without “good reason”; provided, however, that notwithstanding such early termination, Employee shall remain entitled to payment of compensation and all other benefits to which Employee would have been entitled hereunder in respect of such notice period in the absence of such early termination.