By the Executive. The Executive may terminate employment under this Agreement without Good Reason upon ninety (90) days’ written notice or for Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without the Executive’s prior written consent: # any reduction in Base Salary; # a material diminution in the Executive’s title, authority, duties or responsibilities; or # any material breach by the Company or any of its affiliates of this Agreement, so long as # the Executive has provided written notice to the Board setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason within thirty (30) days of the date the Executive first becomes aware of its existence, # the Company has failed to cure such conduct within thirty (30) days following the date of receipt of such notice, and # the Executive has terminated her employment within thirty (30) days following such failure to cure. Notwithstanding the foregoing, "Good Reason" for purposes of Section 5(b)(i) shall not include a reduction in Base Salary if such reduction is coincident with a reduction applicable to all executives of the Company.

Assignment by the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies while any amount would still be payable to the Executive hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legatee, or other designee, or if there is no such designee, to the Executive's estate.

Assignment by the Executive. This Agreement shall inure to the benefit of and be enforceable by each of the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies while any amount would still be payable to the Executive hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s Beneficiary. If the Executive has not named a Beneficiary, then such amounts shall be paid to the Executive’s devisee, legatee, or other designee, or if there is no such designee, to the Executive’s estate.

The Executive may terminate his/her employment with the Company # for Good Reason (as defined below) or # without Good Reason, in each case, upon not less than thirty (30) days prior written notice to the Company; provided, however, that after the receipt of such notice, the Company may, in its discretion accelerate the effective date of such termination at any time by written notice to the Executive. Termination of the Executive’s employment by the Executive shall terminate the Employment Term but shall not affect the Executive’s obligations under Section 9 hereof, which obligations shall remain in effect for the period therein provided. As used herein, “Good Reason” means # any reduction in the Executive’s Base Salary, # any material reduction to the Executive’s employment duties and responsibilities, # any material breach by the Company of any material term of this Agreement, other than a breach which is remedied by the Company within 10 days after receipt of written notice given by the Executive, # a change in the Executive’s direct reporting duty to a person other than the CEO of the Company or the Board of Directors; or # the relocation of the Executive’s principal office to a location more than fifty (50) miles from [[Address A:Address]].

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.

By the Executive. The Executive may terminate his employment for any reason or for no reason by giving thirty (30) days advance Notice of Termination to the Company.

Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):

By the Executive. This Agreement and any and all rights, duties, obligations or interests hereunder shall not be assignable or delegable by the Executive.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for Good Reason. For purposes of this offer letter, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: # reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); # material diminution in the Executive’s responsibilities, authority, or duties, without the Executive’s prior consent; # unless the Executive and the Company mutually agree the remote work location for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consent; or # any material breach by the Company or any successor thereto of this Agreement. “Good Reason Process” shall mean that # the Executive has reasonably determined in good faith that a “Good Reason” condition has occurred; # the Executive has notified the Company in writing of the first occurrence of the Good Reason condition within 90 days of the first occurrence of such condition; # the Executive has cooperated in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; # notwithstanding such efforts, the Good Reason condition continues to exist; and # the Executive terminates his employment within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

For Good Reason, in which event the Employer shall be required to meet its obligations to the Executive under Section 3.3.1 below; or