Good Reason. For purposes of this Agreement, Executive shall have “Good Reason” for resignation from employment with the Company if any of the following actions are taken by the Company or a successor corporation or entity without Executive’s prior written consent: # a material reduction in Executive’s base salary, which the Parties agree is a reduction of at least 10% of Executive’s Base Salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated employees); # a material reduction in Executive’s duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Executive’s new duties are materially reduced from the prior duties; or # relocation of Executive’s principal place of employment to a place that increases Executive’s one-way commute by more than thirty-five (35) miles as compared to Executive’s principal place of employment immediately prior to such relocation. In order to resign for Good Reason, Executive must provide written notice to the Board within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive’s resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 30 days after the expiration of the cure period.

Good Reason. For purposes of this Agreement, Executive shall havePlan, “Good Reason” for resignation from employment with the Company ifshall mean any of the following actions are taken without Cause by the Company or a successor corporation or entity without Executive’s prior written consent: # material reduction of Executive’s base salary, provided, however, that a material reduction in the Executive’s base salary, which the Parties agree is a reduction of at least 10% of Executive’s Base Salary (unlesssalary pursuant to a salary reduction program applicable generally to the Company’saffecting all or substantially all similarly situated employees);employees of the Company and that does not adversely affect the Executive to a greater extent than other similarly situated employees shall not constitute Good Reason; # a material reduction in Executive’s authority, duties (including responsibilities and/or authorities),responsibilities, provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Executive’s new authority, duties or responsibilities are materially reduced from the prior duties;authority, duties or responsibilities; # failure or refusal of a successor to the Company to materially assume the Company’s obligations under this Plan in the event of a Change in Control as defined above; or # relocation of Executive’s principal place of employment to a place that increasesresults in an increase in Executive’s one-way commutedriving distance by more than thirty-five (35)50 miles as compared tofrom Executive’s then current principal place of employment immediately prior to such relocation.residence. In order to resign for Good Reason, the Executive must provide written notice to the Board within 30 days after the first occurrence of the event giving rise to Good Reason setting forthto the basis for Executive’s resignation,Board within 90 days after the condition arises, allow the Company at least 30 days from receipt of such written notice to cure such event,condition, and if such event is not reasonably curedthe Company fails to cure the condition within such period, Executive must resignthe Executive’s resignation from all positions Executivehe or she then holds with the Company must be effective not later than 3090 days after the expirationend of the Company’s cure period.

Good Reason. For purposes of this Agreement, Executive shall have “Good Reason” for resignation from employment with the Company if anyoperates as a division of the following actions are taken by the Company or a successor corporation or entity without Executive’s prior written consent: # a material reduction in Executive’s base salary, which the Parties agree is a reduction of at least 10% of Executive’s Base Salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated employees); # a material reduction in Executive’s duties (including responsibilities and/or authorities)acquiror), provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction”“material reduction” in and of itself unless Executive’Executive’s new duties are materially reduced from the prior duties; or #(c) relocation of Executive’Executive’s principal place of employment to a place that increases Executive’Executive’s one-way commute by more than thirty-five (35)sixty (60) miles as compared to Executive’Executive’s then-current principal place of employment immediately prior to such relocation.relocation; (d) a material breach by the Company of this Agreement or any equity award agreement that is not sufficiently remedied within thirty days after written notice from the Company. In order to resign for Good Reason, Executive must provide written notice to the BoardCompany’s CEO within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive’Executive’s resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 3090 days after the expiration of the cure period.

“Good Reason. For purposesReason” means the existence of this Agreement, Executive shall have “Good Reason” for resignation from employment with the Company if any of the following actions are taken byfollowing, without the Company or a successor corporation or entity without Executive’Executive’s prior written consent: # a material reductiondiminution in Executive’the Executive’s base salary, which the Parties agree isauthority, duties, or responsibilities; # a reduction of at least 10% of Executive’smaterial diminution in Base Salary (unless pursuantor Target Opportunity, except for any across-the-board reductions approved by the Board for all similarly-situated employees (not to a salary reduction program applicable generally to the Company’s similarly situated employees)exceed 10%); # a change to the Executive’s primary work location to a location more than 50 miles away; or # a material reductionbreach of the Agreement by the Company including, but not limited to, # the failure of the Company or its Affiliates to obtain the assumption of their obligations under this Agreement by any successor or assign as contemplated in Executive’Section 14.6 or # a material breach of this Agreement by the Company. For purposes of this definition, the Executive’s duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shalltermination will not be deemed a “material reduction” in and of itselfconsidered to have been with Good Reason unless Executive’s new duties are materially reduced from the prior duties; or # relocation of Executive’s principal place of employment to a place that increases Executive’s one-way commute by more than thirty-five (35) miles as compared to Executive’s principal place of employment immediately prior to such relocation. In order to resign for Good Reason, Executive must providehe provides written notice to the Board within 30 days after the first occurrenceCompany of the event giving rise tocondition constituting Good Reason setting forthwithin 90 days of the basisExecutive having knowledge of its initial existence, # such condition remains uncured for Executive’s resignation, allow the Company at least 30 days fromfollowing the Company’s receipt of such written notice to cure such event,notice, and if such event is not reasonably cured within such period,# the Executive must resign from all positions Executive then holds with the Company not later than 30 days afteractually terminates employment following the expiration of any cure period but within two years of the cure period.initial occurrence of such condition.

Termination by the Executive for Good Reason. The Executive may terminate his employment for Good Reason. For purposes of this Agreement, Executive shall have “Good Reason” for resignation from employment withmeans the Company ifexistence of any one or more of the following actions are taken byconditions without the CompanyExecutive’s consent, provided Executive shall submit written notice to the CEO within 45 days such condition(s) first arise specifying the condition(s): # a material change in or a successor corporationreduction of the Executive’s authority, duties and responsibilities, or entity withoutthe assignment to the Executive of duties materially inconsistent with the Executive’s prior written consent:position with the Company; # a material reduction in the Executive’s base salary, which the Parties agree is a reduction of at least 10% of Executive’sthen current Base Salary (unless pursuantor Target Annual Bonus opportunity; or # the requirement that Executive relocate to an office location more than fifty (50) miles from the San Diego, California area. Upon receipt of written notice from the Executive regarding a salary reduction program applicable generallycondition constituting Good Reason, the Company shall then have 30 days to correct the Company’s similarly situated employees); # a material reduction incondition (the “Cure Period”). If such condition is not corrected by the last day of the Cure Period, the Executive’s duties (including responsibilities and/or authorities), provided, however,resignation for Good Reason shall become effective on the 31st day following the written notice. The Executive’s continued employment during these periods subsequent to an event that a change in job position (including a change in title)may constitute Good Reason shall not be deemed to be a “material reduction” in andwaiver of itself unless Executive’s new duties are materially reduced from the prior duties; or # relocation of Executive’s principal place of employment to a place that increases Executive’s one-way commute by more than thirty-five (35) miles as compared to Executive’s principal place of employment immediately prior to such relocation. In order to resign for Good Reason, Executive must provide written notice to the Board within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive’s resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 30 days after the expiration of the cure period.his rights under this provision.

“Good Reason. For purposesReason” shall mean: # the material breach by the Employer or the Company of any material provision of this Agreement,Agreement or any other agreement by and between the Executive shall have “Good Reason” for resignation from employment with the Company ifand any of the following actionsCompanies affecting the terms of the Executive’s employment with any of the Companies, which breach, if curable, is not remedied within thirty (30) days after the Employer’s or the Company’s receipt of written notice thereof from the Executive; # the material diminution of the Executive’s position, authority, duties or responsibilities with respect to any of the Companies or the assignment to the Executive of duties and responsibilities that are taken bymaterially inconsistent with those duties and responsibilities customarily assigned to a president and chief executive officer of a similarly situated company; # the failure of any successor of the Company or the Employer to assume in a successor corporation or entity without Executive’s prior written consent:writing delivered to the Executive and reasonably satisfactory to the Executive the obligations of this Agreement; # solely with respect to [Section 4.1], a material reduction in Executive’the Executive’s base salary,salary which the Parties agreereduction is not commensurate with that of similarly situated executive officers; # solely with respect to [Section 4.2], a reduction in the Executive’s base salary regardless of at least 10%whether such reduction is or is not commensurate with that of Executive’s Base Salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated employees);executive officers; # solely with respect to [Section 4.1], treatment of the Executive under the Executive Bonus Plan or under any other executive bonus plan in which similarly situated executive officers of the Company are eligible to participate in a manner inconsistent in any material reductionrespect with the treatment under such plan of such similarly situated executive officers, including, without limitation, with respect to eligibility to participate in Executive’s duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” insuch plan, conditions and criteria for earning bonuses thereunder and the amount of itself unless Executive’s new duties are materially reduced from the prior duties;bonuses thereunder; or # relocationsolely with respect to [Section 4.2], any modification of Executive’the Executive Bonus Plan or any other executive bonus plan in which similarly situated executive officers of the Company are eligible to participate in a manner that will materially change the Executive’s principal placetreatment under such plan including, without limitation, with respect to eligibility to participate in such plan, conditions and criteria for earning bonuses thereunder and the amount of employment to a placebonuses thereunder and regardless of whether such material change is or is not commensurate with that increases Executive’s one-way commuteof similarly situated executive officers. Any termination by more than thirty-five (35) miles as compared to Executive’s principal place of employment immediately prior to such relocation. In order to resignExecutive for Good Reason,Reason may only occur if Executive must provideprovides written notice to the Boardof termination for Good Reason within 30forty-five (45) days after Executive learns about the first occurrence of the event giving rise to the claim of Good Reason setting forth the basis for Executive’s resignation, allowand the Company at least 30or the Employer fails to remedy the matter within thirty (30) days fromof receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 30 days after the expiration of the cure period.Executive.

Definition of Good Reason. For purposes of this Agreement,hereof, “Good Reason” for Executive to terminate Executive’s employment hereunder shall have “Good Reason” for resignation from employment withmean the Company ifoccurrence of any of the following actions are taken by the Company or a successor corporation or entityevents without Executive’Executive’s prior written consent: # a material reduction in Executive’Executive’s base salary, whichsalary or benefits (excluding the Parties agree issubstitution of substantially equivalent compensation and benefits), other than as a result of a reduction in compensation affecting employees of at least 10% of Executive’s Base Salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated employees);Company, or its successor entity, generally; # a material reductiondiminution in Executive’Executive’s duties (including responsibilities and/or authorities), provided,responsibilities, provided however, thatthat, a mere change in job position (including a change in title)title or reporting relationship alone shall not be deemed a “material reduction” in and of itself unless Executive’s new duties are materially reduced from the prior duties;constitute “Good Reason”; or # relocation of Executive’Executive’s principal place of employment to a place that increases Executive’s one-way commute bylocation more than thirty-five (35)50 miles as compared to Executive’from the Company’s principal placeoffice location, provided, in each case, that if any of employment immediately prior to such relocation. In order to resign for Good Reason,the events set forth above shall occur, Executive must provideshall give written notice of such event to the BoardCompany, or its successor entity, within 30thirty (30) days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive’s resignation, allow the Company at least 30 days from receipt of such written notice to curefollowing such event, and if such event is not reasonably cured within thirty (30) days from such period,notice (the “Cure Period”) Executive mustmay exercise Executive’s rights to resign from all positionsfor Good Reason, provided that if Executive then holds with the Companyhas not later than 30exercised such right within forty- five (45) days afterof the expiration of the cure period.Cure Period Executive shall be deemed to have agreed to the occurrence of such event.

“Good Reason. For purposes of this Agreement, ExecutiveReason” shall have “Good Reason” for resignation from employment with the Company ifmean any of the following actions are taken byfollowing, which occur without the Company or a successor corporation or entity without Executive’Executive’s priorexpress written consent: # a material reduction in Executive’diminution of the Executive’s base salary, whichauthority, duties or responsibilities with the Parties agree is a reduction of at least 10% of Executive’s Base Salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated employees);Company, # a material reduction in Executive’s duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” in andbreach by the Company of itself unless Executive’s new duties are materially reduced from the prior duties;any material provision of this Agreement, or # a relocation of Executive’the Executive’s principal place of employmentoffice to a placelocation that increases Executive’s one-way commute by more than thirty-five (35)is in excess of 50 miles as compared to Executive’s principal place of employment immediately prior to such relocation. In order to resign for Good Reason,from Bethesda, Maryland. The Executive must provide written notice to the BoardCompany within 90 days of the initial existence of a condition that constitutes Good Reason as defined herein and the Company shall have 30 days after receipt of any such notice to remedy the first occurrencecondition. If the Company timely remedies such condition, such condition shall not constitute Good Reason. The Executive may not terminate the Executive’s employment hereunder for Good Reason more than six months after the initial existence of one (or more) of the event giving rise toconditions that constitutes Good Reason setting forth the basis for Executive’s resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 30 days after the expiration of the cure period.Reason.

Good Reason. For purposes of this Agreement, Executivethe term “Good Reason” shall have “Good Reason” for resignation from employment with the Company ifmean any of the following actions are takenfollowing: # the Company removes Executive from the Position, other than due to his resignation or for Cause; # a decrease in the Executive’s base salary; # a material breach of this Agreement by the Company; # Executive’s job site is relocated to a location which is more than twenty five (25) miles from Stamford, Connecticut, unless the parties mutually agree in writing to such relocation; # material diminution of Executive’s duties or responsibilities (it being understood by the parties that a simultaneous increase and decrease of Executive’s duties and responsibilities shall not constitute Good Reason) or # the failure by the Company to obtain the express written assumption of this Agreement by any successor to all or a successor corporationsubstantially all of the Company’s business or entity without Executive’s prior written consent: # a material reduction in Executive’s base salary, which the Parties agree is a reduction of at least 10% of Executive’s Base Salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated employees); # a material reduction in Executive’s duties (including responsibilities and/or authorities),operations; provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Executive’s new duties are materially reduced from the prior duties; or # relocation of Executive’s principal place of employment to a place that increases Executive’s one-way commutetermination by more than thirty-five (35) miles as compared to Executive’s principal place of employment immediately prior to such relocation. In order to resignExecutive for Good Reason, Executive must provide written notice to the BoardReason under this Section 4(e)(ii) shall be effective only if, within 30 days following delivery of a written notice by Executive to the Company that Executive is terminating his employment for Good Reason and that reasonably identified the reason(s) for such determination, such notice to be given not later than 90 days after the first occurrence (or, if later, the date that Executive becomes aware or reasonably should have become aware of such occurrence) of the eventevent(s) claimed to constitute Good Reason, the Company has failed to cure the circumstances giving rise to Good Reason setting forth the basis for Executive’s resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 30 days after the expiration of the cure period.Reason.

“Good Reason. For purposesReason” means Executive’s resignation as a result of this Agreement, Executive shall have “Good Reason” for resignation from employment with the Company if any of the following actions are taken by the Company or a successor corporation or entity without Executive’s prior written consent: # a material reduction in Executive’s base salary, which the Parties agree is a reduction of at least 10% of Executive’s Base Salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated employees); # a material reduction in Executive’s duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Executive’s new duties are materially reduced from the prior duties; or # relocation of Executive’s principal place of employment to a place that increases Executive’s one-way commute by more than thirty-five (35) miles as compared to Executive’s principal place of employment immediately prior to such relocation.Good Reason Condition. In order to resign for Good Reason, Executive must provide written notice to the BoardCompany of the existence of the Good Reason Condition within 30thirty (30) days of the initial existence of such Good Reason Condition. Upon receipt of such notice of the Good Reason Condition, the Company will be provided with a period of thirty (30) days during which it may remedy the Good Reason Condition and not be required to provide for the payments and benefits described in Section 4 as a result of such proposed resignation due to the Good Reason Condition specified in the notice. If the Good Reason Condition is not remedied within the period specified in the preceding sentence, Executive may resign for Good Reason based on the Good Reason Condition specified in the notice, provided that such resignation must occur within sixty (60) days after the first occurrenceinitial existence of the event giving rise tosuch Good Reason setting forth the basis for Executive’s resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 30 days after the expiration of the cure period.Condition.