Cure Period. Notwithstanding the foregoing, a termination of employment for Good Reason under [Section IV]. E. shall not occur if, within 30 days after the date the Employee gives a Notice of Termination to the Company after a Change of Control, the Company corrects the action or failure to act that constitutes the grounds for termination for Good Reason as described in [Section IV].E. and as set forth in the Employee’s Notice of Termination. If the Company does not correct the action or failure to act, the Employee must terminate his or her employment for Good Reason within 60 days after the end of the cure period, in order for the termination to be considered a Good Reason termination.

To invoke a termination of employment for Good Reason under [Section IV]. E. shall not occur if, within 30 days after the date the Employee gives a Notice of Termination to the CompanyReason, whether before or after a Change of Control, you must provide a Termination Notice to the Company correctswithin 90 days following the actionyour knowledge of the initial existence of one or failure to act that constitutesmore of the grounds for termination for Good Reason asconditions described in [Section IV].E.​ giving rise to Good Reason, and as set forth in the Employee’s NoticeCompany shall have 30 days following receipt of Termination.such written notice (the “Cure Period”) during which it may remedy the condition. If the Company does not correctcure the action or failure to act,condition within the Employee must terminate his or her employment for Good Reason within 60 days afterCure Period, then your termination will occur on the day immediately following the end of the Cure Period. If the Company cures the condition within such thirty (30) day Cure Period, then the you will be deemed to have withdrawn the notice of termination effective as of the date the cure period, in order for the termination to be considered a Good Reason termination.is affected.

A termination of employment for Good Reason under [Section IV]. E. shall not occur if, within 30 days after the dateby the Employee gives a Noticefor one of Termination to the Company after a Change of Control, the Company corrects the action or failure to act that constitutes the grounds for termination for Good Reason as described in [Section IV].E. and asevents set forth in [(i), (ii), (iii) or (iv)])])])])] of this definition will not constitute Good Reason unless, # within the Employee’thirty (30) day period immediately following the Employee’s Noticeknowledge of Termination. If the Company does not correctoccurrence of such event (but in no event later than ninety (90) days following the action or failure to act,occurrence of such event), the Employee must terminate his or her employmenthas given written notice to the Employer of the event relied on for Good Reasonsuch termination, # the Employer has not remedied such event within 60thirty (30) days (the “Cure Period”) of the receipt of such notice, and # the Employee, within thirty (30) days after the end of the cure period, in order forCure Period, elects by written notice to the terminationCorporation to terminate the Employee’s employment, to be considered aeffective immediately. For the avoidance of doubt, the Employee’s employment will not be deemed to terminate for Good Reason termination.unless and until the Cure Period has expired and the Employer has not remedied such event. The Corporation and the Employee may mutually waive in writing any of the foregoing provisions with respect to an event that otherwise constitutes Good Reason.

Good Reason. Employment with the foregoing, a termination ofCompany may be regarded as having been constructively terminated by the Company, and Executive may therefore terminate her employment for Good Reason under [Section IV]. E. shall not occur if,“Good Reason” within 30 days afterfollowing the date the Employee gives a Noticeexpiration of Terminationany Company cure period (as described below) and thereupon become entitled to the Company after a Changebenefits of Control,[Sections 9(a)(i)] below, if one or more of the following events (described in [clauses [(i) through (iii)]] below) shall have occurred without Executive’s prior written consent. Executive will not resign for “Good Reason” without first providing the Company correctswith written notice of the actionacts or failure to act that constitutesomissions constituting the grounds for termination for Good Reason as described in [Section IV].E. and as set forth in the Employee’s Notice of Termination. If the Company does not correct the action or failure to act, the Employee must terminate his or her employment for Good Reason“Good Reason” within 6090 days after the end of the initial existence of such grounds for “Good Reason” and a reasonable cure period, in orderperiod of 30 days following the date of such notice, provided that such grounds for the termination to“Good Reason” can be considered a Good Reason termination.adequately cured.

In order for the termination of Executive’s employment with the Company to be consideredfor Good Reason, Executive must not terminate employment without first providing written notice to the Company of the acts or omissions constituting the grounds for “Good Reason” within 30 days of the initial existence of the grounds for “Good Reason” and a Good Reason termination.cure period of 30 days following the date of written notice (the “Cure Period”), the grounds must not have been cured during that time, and Executive must terminate Executive’s employment within 30 days following the Cure Period.

For purposes of ​ above, before a termination by a Grantee will constitute termination for Good Reason, the foregoing,Grantee must give the Company a notice of termination of employment forwithin ninety (90) calendar days following the occurrence of the event that constitutes Good Reason. For a Grantee who terminates prior to and in anticipation of a Change in Control during the period that is six (6) months preceding the Change in Control date, the period in which the Grantee must give the Company a notice of termination of employment is the later of (x) ninety (90) calendar days following the occurrence of the event that constitutes Good Reason under [Section IV]. E.and (y) the Change in Control. Failure to provide such notice of termination of employment within such applicable period shall be conclusive proof that the Grantee shall not occur if, within 30 days after the date the Employee gives a Notice of Termination to the Company after a Change of Control, the Company corrects the action or failure to act that constitutes the grounds for termination forhave Good Reason as described in [Section IV].E. and as set forth in the Employee’s Notice of Termination. If the Company does not correct the action or failure to act, the Employee must terminate his or her employment for Good Reason within 60 days after the end of the cure period, in order for the termination to be considered a Good Reason termination.employment.

Termination by Employee for Good ReasonReason. Subject to [Section 3.2], Employee may terminate his employment obligation hereunder (but not his obligations under [Section[Article IV]. E. shall not occur if, within 30 days after the date the hereof) for “Good Reason” (as hereinafter defined) if Employee gives a Notice of Terminationwritten notice thereof to the Company after a Changewithin thirty (30) days of Control,the event he deems to constitute Good Reason (which notice shall specify the grounds upon which such notice is given) and the Company corrects the actionfails, within thirty (30) days of receipt of such notice, to cure or failure to act that constitutesrectify the grounds for termination forsuch Good Reason as describedtermination set forth in [Section IV].E. and assuch notice. If the Company fails to cure or rectify the grounds for such Good Reason termination set forth in the Employee’notice provided above within thirty (30) days of receipt of such notice, then Employee may terminate his employment under this [Section 3.1(b)] any time within thirty (30) days following such failure. “Good Reason” shall mean any of the following: # relocation of Employee’s Noticeprincipal workplace over sixty (60) miles from the Company’s existing workplaces without the consent of Termination. IfEmployee (which consent shall not be unreasonably withheld, delayed or conditioned), # after the Transition Period, Employee is demoted from the position of Chief Executive Officer or President of the Company, # after the Transition Period, a material diminution in the Employee’s authority, duties or responsibilities as Chief Executive Officer and President of the Company, # the Company does not correctfails to nominate Employee to serve as a director in connection with any annual or special meeting of stockholders at which stockholders will vote on the action or failureelection of directors or, if elected as a director, the Board fails to act,elect the Employee must terminate hisas Chairman, or her employment for Good Reason# the Company’s material breach of this Agreement which is not cured within 60thirty (30) days after receipt by the endCompany from Employee of the cure period, in order for the termination to be considered a Good Reason termination.written notice of such breach.

Prior to any termination for Good Reason, the foregoing,Executive must provide written notice to the Company within 60 days following the date on which he discovers an alleged Good Reason event setting forth in reasonable detail the conduct alleged to be a basis for a termination offor Good Reason. The Executive shall not have the right to terminate his employment for Good Reason under [Section IV]. E. shall not occur# if, within 30 days after the date30-day period following delivery of the Employee gives a Notice of Termination toExecutive’s written notice, the Company afteror Parent, as applicable, shall have cured the conduct alleged to be a Change of Control, the Company corrects the action or failure to act that constitutes the groundsbasis for termination for Good Reason as described in [Section IV].E. and as set forth in# absent such cure, unless the Employee’s Notice of Termination. If the Company does not correct the action or failure to act, the Employee must terminate his or herExecutive actually terminates employment for Good Reason within 6045 days afterfollowing the end of the cure period, in order for the termination to be considered a Good Reason termination.Company’s Cure Period.

To invoke a termination of employment for Good Reason under [Section IV]. E. shall not occur if, within 30 days after the date the Employee gives a Notice of Termination to the CompanyReason, whether before or after a Change of Control, the Employee shall provide a Termination Notice to the Company correctswithin 90 days following the actionEmployee’s knowledge of the initial existence of one or failure to act that constitutesmore of the grounds for termination for Good Reason asconditions described in [Section IV].E.​ giving rise to Good Reason, and as set forth in the Employee’s NoticeCompany and the Partnership shall have 30 days following receipt of Termination.such written notice (the “Cure Period”) during which it may remedy the asserted condition or conditions. If the Company or the Partnership, as applicable, does not correctcure the action or failure to act,asserted condition within the Employee must terminate his or her employment for Good Reason within 60 days afterCure Period, then the Employee’s Termination Date will occur on the day immediately following the end of the Cure Period. If the Company or the Partnership, as applicable, cures the asserted condition or conditions within such thirty (30) day Cure Period, then the Employee will be deemed to have withdrawn the notice of termination effective as of the date the cure period, in order for the termination to be considered a Good Reason termination.is affected.

In order for a termination of employment forcondition to constitute Good Reason under [Section IV]. E. shall not occur if, within 30 days after the dateReason, the Employee gives a Notice of Terminationmust provide written notice to the Company afterof the existence of the condition within forty-five (45) days of the initial existence of the condition (or within forty-five (45) days following the Employee actually becoming aware of such condition, if later), upon receipt of such notice, the Company shall have a period of thirty (30) days during which it may remedy the condition. Furthermore, to constitute Good Reason, the Employee must voluntarily terminate employment with the Company within one hundred eighty (180) days following the initial existence of the condition (or within one hundred eighty (180) days following the Employee actually becoming aware of such condition, if later). The parties agree that “Good Reason” will not be deemed to have occurred merely because the Company becomes a subsidiary or division of another entity following a Change of Control, the Company corrects the action or failure to act that constitutes the grounds for termination for Good Reason as described in [Section IV].E. and as set forth in the Employee’s Notice of Termination. If the Company does not correct the action or failure to act, the Employee must terminate his or her employment for Good Reason within 60 days after the end of the cure period, in order for the termination to be considered a Good Reason termination.Control.