Good Reason. The Executive may terminate his employment for Good Reason within ninety (90) days of the occurrence of any of the events specified below, provided that Executive shall have given Corporation written notice of such occurrence and 30 days to cure the alleged event. For purposes of the Agreement, "Good Reason" shall mean:

Good Reason. The Executive may terminate his employment for Good Reason if # the Executive provides written notice of such Good Reason to the Company within ninety (90) days of its initial existence, # such Good Reason has not been corrected or cured by the Company within thirty (30) days after receipt by the Company of written notice thereof, and # thereafter, the Executive provides a Notice of Termination within two years of the initial existence of such Good Reason. For purposes of this Agreement “Good Reason” shall mean any of the following:

The Executive may terminate his employment upon thirty (30) days notice for “Good Reason.” Good Reason shall mean the occurrence (without the Executive’s express written consent), of any one of the following acts by the Company, or failures by the Company to act:

Executive’s employment hereunder may be terminated by Executive for Good Reason (as defined below) at any time upon 15 days advance written notice to the Company and after giving the Company a reasonable opportunity during such 15-day period to cure; provided, however, that “Good Reason” shall cease to exist for an event to the extent that Executive shall have either consented, in advance, to such event or to the extent that 90 days shall have elapsed following the initial existence of such event.

Notwithstanding any other provision of this Agreement, Executive's employment under this Agreement may be terminated during the Employment Period by Executive for Good Reason, if one of the forgoing events shall occur without the prior consent of Executive. Any such termination by Executive for Good Reason shall be made by Executive providing written notice to the Company specifying the event relied upon for such termination and given within sixty (60) days after such event. Any termination by Executive for Good Reason shall be effective thirty (30) days after the date Executive has given the Company such written notice setting forth the grounds for such termination with specificity. However, Good Reason shall exist with respect to an above specified matter only if such matter is not corrected by the Company within thirty (30) days of its receipt of such written notice of such matter from Executive, and in no event shall a termination #4831-1006-7512v2

“Good Reason” for Executive’s termination of employment will exist only if (i) Executive gives written notice to the Company of his intention to terminate his employment on account of a Good Reason, with the notice stating in detail the particular act or acts or the failure or failures to act that constitute the grounds on which Executive's Good Reason termination is based and given within six (6) months of the occurrence of the act or acts or the failure or failures to act which constitute the grounds for Good Reason, (ii) the Company fails to cure the conduct within sixty (60) days following receipt of Executive’s written notice, and (iii) Executive terminates employment with the Company effective not later than sixty (60) days after the end of the Company’s cure period.

Determination of Good Reason. In order for Executive to terminate for Good Reason, # Executive must notify the Board, in writing, within ninety (90) days of the event constituting Good Reason of Executive's intent to terminate employment for Good Reason, that specifically identifies in reasonable detail the facts and events that the Executive believes constitute Good Reason; # the event must remain uncured for thirty (30) days following the date that Executive notifies the Board in writing of Executive's intent to terminate employment for Good Reason (the "Notice Period"), and; # the termination date must occur within sixty (60) days after the expiration of the Notice Period.

Good Reason. “Good Reason” means Executive’s termination of employment within ninety (90) days following the expiration of any cure period (discussed below) following the occurrence, without Executive’s consent, of one or more of the following:

Prior to any termination for Good Reason, the 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 for Good Reason. The Executive shall not have the right to terminate his employment for Good Reason # if, within the 30-day period following delivery of the Executive’s written notice, the Company or Parent, as applicable, shall have cured the conduct alleged to be a basis for termination for Good Reason and # absent such cure, unless the Executive actually terminates employment within 45 days following the end of the Company’s Cure Period.

Good Reason. Employment with the Company may be regarded as having been constructively terminated by the Company, and Executive may therefore terminate her employment for “Good Reason” within 30 days following the expiration of any Company cure period (as described below) and thereupon become entitled to the benefits of 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 with written notice of the acts or omissions constituting the grounds for “Good Reason” within 90 days of the initial existence of such grounds for “Good Reason” and a reasonable cure period of 30 days following the date of such notice, provided that such grounds for “Good Reason” can be adequately cured.