By the Executive for a Compensation Reduction. The Executive may terminate his employment hereunder based on a material reduction in Base Salary (“Compensation Reduction”), provided that the Executive provides notice to the Company setting forth in reasonable detail the nature of such Compensation Reduction, and provided further that the Company shall have thirty (30) days from such notice to cure such reduction. In the event of termination in accordance with this Section 5(e), the Executive will be entitled to receive the Severance Benefits he/she would have been entitled to receive had he/she been terminated by the Company other than for Cause pursuant to Section 5(d) above, subject to Section 6 below. Notwithstanding anything in this Section 5(e) to the contrary, this Section 5(e) shall only be applicable if the Executive provides notice to the Company of the Compensation Reduction within 30 days following the initial existence of the condition claimed by the Executive to be a Compensation Reduction, the Company fails to cure such condition, and the Executive, in fact, terminates employment with the Company within 90 days of the initial existence of such condition.

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

The Executive may terminate her employment hereunder for Good Reason # by providing notice to the Company specifying in reasonable detail the condition giving rise to the Good Reason no later than thirty (30) days following the occurrence of that condition; # by providing the Company a period of thirty (30) days to remedy the condition and so specifying in the notice and # by terminating her employment for Good Reason within thirty (30) days following the expiration of the period to remedy if the Company fails to remedy the condition.

The Executive’s employment may be terminated by the Executive by written notice of the Executive’s resignation delivered within sixty (60) days after the occurrence of any of the following events, each of which shall constitute “Good Reason” for resignation:

By the Executive for a Compensation Reduction. The Executive may terminate his/her employment hereunder based on a material reduction in Base Salary (“Compensation Reduction”), provided that the Executive provides notice to the Company setting forth in reasonable detail the nature of such Compensation Reduction, and provided further that the Company shall have thirty (30) days from such notice to cure such reduction. In the event of termination in accordance with this Section 5(e), the Executive will be entitled to receive the Severance Benefits he/she would have been entitled to receive had he/she been terminated by the Company other than for Cause pursuant to Section 5(d) above, subject to Section 6 below. Notwithstanding anything in this Section 5(e) to the contrary, this Section 5(e) shall only be applicable if the Executive provides notice to the Company of the Compensation Reduction within 30 days following the initial existence of the condition claimed by the Executive to be a Compensation Reduction, the Company fails to cure such condition, and the Executive, in fact, terminates employment with the Company within 90 days of the initial existence of such condition.

By the Executive for a Compensation Reduction. The Executive may terminate her employment hereunder based on a material reduction in Base Salary (“Compensation Reduction”), provided that the Executive provides notice to the Company setting forth in reasonable detail the nature of such Compensation Reduction, and provided further that the Company shall have thirty (30) days from such notice to cure such reduction. In the event of termination in accordance with this Section 5(e), the Executive will be entitled to receive the Severance Benefits she would have been entitled to receive had she been terminated by the Company other than for Cause pursuant to Section 5(d) above, subject to Section 6 below. Notwithstanding anything in this Section 5(e) to the contrary, this Section 5(e) shall only be applicable if the Executive provides notice to the Company of the Compensation Reduction within 30 days following the initial existence of the condition claimed by the Executive to be a Compensation Reduction, the Company fails to cure such condition, and the Executive, in fact, terminates employment with the Company within 90 days of the initial existence of such condition.

The Executive may terminate his employment hereunder for Good Reason by providing notice to the Company specifying in reasonable detail the condition giving rise to the Good Reason no later than thirty (30) days following the occurrence of that condition; # by providing the Company a period of thirty (30) days to remedy the condition and so specifying in the notice and # by terminating his employment for Good Reason within thirty (30) days following the expiration of the period to remedy if the Company fails to remedy the 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.

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.

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.