Effective Date of Resignation. The effective date of the Executive’s resignation for Good Reason must occur no longer than six (6) months following the expiration of the cure period set forth in [Subsection 4(e)(ii)], above. If Executive has not resigned for Good Reason effective within six (6) months following the expiration of the cure period set forth in [Subsection 4(e)(ii)], above, the Executive shall be deemed to have waived said Good Reason condition.

The effective date for such a resignation for Good Reason (in the absence of cure) will be the earlier of the following dates: # the date of expiration of the Company’s cure period or # the date that the Company advises Executive in writing that it does not intend to cure. For the purposes of delivery of notice under Subsection # of this paragraph, a material change or material reduction that occurs incrementally over a period of time (not to exceed twelve (12) months) shall be deemed to have occurred when such change or reduction, in the aggregate, becomes material.

Executive. Notwithstanding the foregoing, Executive’s resignation of employment will not be for Good Reason unless and until: (a) Executive has provided the Company, within sixty (60) days of Executive’s knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written notice stating with reasonable specificity the applicable facts and circumstances underlying such finding of Good Reason; (b) to the extent reasonably capable of cure, the Company has had an opportunity to cure the same for thirty (30) days after the receipt of such notice; (c) the Company shall have failed to so cure within such period; and (d) Executive resigns within 60 days following the end of such cure period.