Termination by Employee. Employee may Terminate Employee’s employment with the Employer during the Employment Period for Good Reason. For purposes of this Agreement, “Good Reason” shall mean: # a material diminution in Employee’s authority, duties, or responsibilities; # a material change in the geographic location at which Employee must perform the services to be performed by Employee pursuant to this Agreement; and # any other action or inaction that constitutes a material breach by the Employer of this Agreement. Employee must provide notice to the Employer of the condition Employee contends is Good Reason within 30 days of the initial existence of the condition, and the Employer must have a period of 30 days to remedy the condition. If the condition is not remedied, Employee must provide a Notice of Termination as set forth in Sections 6(e) and 15(i) of this Agreement within 30 days of the end of the Employer’s remedy period. Employee may also terminate Employee’s employment hereunder without Good Reason upon delivery of a Notice of Termination to Employee at least 60 days prior to Date of Termination (defined below).

Termination by Employee for Good Reason. Subject to Section 3.2, Employee may terminate his employment obligation hereunder (but not his obligations under Article IV hereof) for “Good Reason” (as hereinafter defined) if Employee gives written notice thereof to the Company within thirty (30) days of the event he deems to constitute Good Reason (which notice shall specify the grounds upon which such notice is given) and the Company fails, within thirty (30) days of receipt of such notice, to cure or rectify the grounds for such Good Reason termination set forth in such notice. If the Company fails to cure or rectify the grounds for such Good Reason termination set forth in the 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 principal workplace over sixty (60) miles from the Company’s existing workplaces without the consent of Employee (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 fails 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 election of directors or, if elected as a director, the Board fails to elect the Employee as Chairman, or # the Company’s material breach of this Agreement which is not cured within thirty (30) days after receipt by the Company from Employee of written notice of such breach.

Termination By Employee For Good Cause. Employee may terminate Employee’s employment at any time for “Good Cause,” which is: # Company’s failure to comply with a material term of this Agreement after written notice by Employee specifying the alleged failure; # a substantial and unusual increase in responsibilities and authority without an offer of additional reasonable compensation as determined by Company in light of compensation for similarly situated employees; # a substantial and unusual reduction in responsibilities or authority; # if Employee’s responsibilities and authority in a finance-related capacity have not been expanded within the first twelve (12) months of Employment; or # relocation outside a 50 mile radius of New York City, New York. If Employee elects to terminate Employee’s employment for “Good Cause,” Employee must provide Company written notice within thirty (30) days, after which Company shall have thirty (30) days to cure except where such Good Cause, by its nature, is not curable. If Company has not cured and Employee elects to terminate Employee’s employment, Employee must do so within ten (10) days after the end of the cure period.

For Good Reason By Employee. Employee may terminate this Agreement at any time for Good Reason. “Good Reason” shall mean, in each case to the extent not consented to by Employee: # a breach by the Company of any material provision of this Agreement; # a material reduction of the Employee’s duties or responsibilities; or # a reduction of the Employee’s Base Salary. Notwithstanding the foregoing, no action by the Company shall constitute Good Reason unless and until: # the Company shall have received, within thirty (30) days of the commencement of the existence of the condition constituting Good Reason, written notice from the Employee alleging that such Good Reason exists and setting forth the basis therefore in reasonable detail; # within thirty (30) days after the receipt of said written notice by the Company, the Company shall have failed to cure or correct the circumstances giving rise to such Good Reason; and # Employee terminates his employment upon written notice to the Company within five (5) days after expiration of such period referenced in (B).

Employee may terminate his employment hereunder for any reason whatsoever other than “good reason” upon giving at least thirty (30) days’ prior written notice. In addition, Employee shall have the right to terminate his employment hereunder at any time for “good reason.” As used herein, “good reason” means the occurrence of any of the following: # the relocation of Employee’s office to a location outside the State of Illinois or more than fifty (50) miles from its present location, # Employee no longer holds the principal executive office held by Employee on the Effective Date, # a change in reporting structure of Employer where Employee is required to report to someone other than the Board or the Chief Executive Officer, # any action or inaction that constitutes a material breach by Employer of this Agreement (other than with respect to any provision of this Agreement covered by any of [clauses (1) through (3)] of this definition of “good reason”), or # any Change in Control in connection with which # this Agreement is not assumed or continued by any purchaser, acquirer, controlling person or successor to Employer (an “Acquiror”) and # Employee is not offered employment by such Acquiror for the same or a substantially similar executive position and with the same or substantially similar compensation and other benefit opportunities in the aggregate, in each case as enjoyed by Employee immediately before the Change in Control (provided, however, that # if Employee receives gross aggregate proceeds (whether in cash or property) in excess of two million dollars ($2,000,000) as a result of such Change in Control in respect of options, rights or awards under any of Employer’s incentive compensation plans (including shares held following the exercise of any option), with the value of the non-cash portion, if any, of such proceeds being determined in good faith by the Board at fair market value as of the date of such Change in Control, the determination of whether Employee is offered “substantially similar compensation and other benefits opportunities” shall be made without regard to equity-based compensation opportunities, and # if clause (i) does not apply, equity-based compensation opportunities offered by such Acquiror shall be deemed to be “substantially similar” to the equity-based compensation opportunities enjoyed by Employee immediately before the Change in Control if such equity-based compensation opportunities offered by Acquiror are on market-appropriate terms for a company of Employer’s size and industry). Notwithstanding the foregoing, Employee will not have “good reason” to terminate his employment unless # he provides the Board with a written notice detailing the specific circumstances alleged to constitute “good reason” within ninety (90) days after Employee first learns (or should have learned) of the first occurrence of such circumstances, # Employer is given a period of thirty (30) days following receipt of such written notice to cure the applicable “good reason” condition, if susceptible to cure, and

Termination by Employee with Good Reason. Employee may terminate her employment under this Agreement for Good Reason; provided that # Employee gives written notice to the Board of Directors within sixty (60) days of the event constituting Good Reason; # the Company has not cured the event giving rise to such notice within thirty (30) days of receipt of Employee’s notice; and # Employee resigns her employment within thirty (30) days following the expiration of such cure period. The term “Good Reason” shall mean any of the following actions that are taken without Employee’s

Employee's Right to Terminate for Good Reason. The Employee shall have the right to terminate the Employee's employment with the Company at any time for "Good Reason." Upon a termination by the Employee for “Good Reason,” the Company shall pay or provide to the Employee the payments and benefits set forth in Sections 7.2(a), (b), and (c). For purposes of this Agreement, a termination for "Good Reason" shall mean Employee’s termination within ninety (90) days following the expiration of the cure period afforded the Company to rectify any of the following that occur without the express written consent of the Employee, as determined in a manner consistent with Treasury Regulation Section 1.409A-1(n)(2)(ii): # a material reduction or change in the Employee’s title or job duties, responsibilities and requirements inconsistent with the Employee’s position with the Company and the Employee’s prior duties, responsibilities and requirements, # a material reduction in the Employee’s Base Salary unless a proportionate reduction is made to the Base Salary of all members of the Company Group’s senior management in accordance with a bona-fide downturn in the Company Group’s business; # a change of more than 50 miles in the geographic location at which the Employee primarily performs services for the Company; or # any material breach of this Agreement by the Company. In the case of the Employee’s allegation of Good Reason, # the Employee shall provide written notice to the Board of the event alleged to constitute Good Reason within 30 days after the initial occurrence of such event, # the Company shall have the opportunity to remedy the alleged Good Reason event within 30 days from receipt of notice of such allegation, and if not so cured, the Employee may then terminate employment within ninety (90) days for “Good Reason.”

Employee may terminate his employment with the Company at any time during the Term for or without Good Reason upon a minimum of 30 days written notice thereof to the Company; provided, however, that such termination of employment for Good Reason must occur within 90 days of the event constituting Good Reason. The term “Good Reason” means:

Resignation for Good Reason. Employee may terminate Employee's employment hereunder for "Good Reason". For purposes of this Agreement, "Good Reason" shall mean # a substantial diminution or change of the duties of the Employee which is materially inconsistent with Employee's duties and services provided for in Section 2 hereof, # a material breach by the Company of this Agreement after notice and such breach has not been cured within twenty days after receipt of such notice, or # any purported termination by the Company of Employee's employment otherwise than expressly permitted by this Agreement.

Employee may terminate his employment hereunder for any reason whatsoever other than “good reason” upon giving at least thirty (30) days’ prior written notice. In addition, Employee shall have the right to terminate his employment hereunder at any time for “good reason.” As used herein, “good reason” means the occurrence of any of the following: # the relocation of Employee’s office to a location outside the State of Illinois or more than fifty (50) miles from its present location, # Employee no longer holds the principal executive office held by Employee on the Commencement Date, # a change in reporting structure of Employer where Employee is required to report to someone holding a title or position different from the title or position of the person to whom Employee was required to report on the Commencement Date, unless that person has been identified as the intended successor to the person to whom Employee reports on the Commencement Date, # any action or inaction that constitutes a material breach by Employer of this Agreement (other than with respect to any provision of this Agreement covered by any of [clauses (1) through (3)] of this definition of “good reason”), or # any Change in Control in connection with which # this Agreement is not assumed or continued by any purchaser, acquirer, controlling person or successor to Employer (an “Acquiror”) and # Employee is not offered employment by such Acquiror for the same or a substantially similar executive position and with the same or substantially similar compensation and other benefit opportunities in the aggregate, in each case as enjoyed by Employee immediately before the Change in Control (provided, however, that # if Employee receives gross aggregate proceeds (whether in cash or property) in excess of one million dollars ($1,000,000) as a result of such Change in Control in respect of options, rights or awards under any of Employer’s incentive compensation plans (including shares held following the exercise of any option), with the value of the non-cash portion, if any, of such proceeds being determined in good faith by the Board at fair market value as of the date of such Change in Control, the determination of whether Employee is offered “substantially similar compensation and other benefits opportunities” shall be made without regard to equity-based compensation opportunities, and # if clause (i) does not apply, equity-based compensation opportunities offered by such Acquiror shall be deemed to be “substantially similar” to the equity-based compensation opportunities enjoyed by Employee immediately before the Change in Control if such equity-based compensation opportunities offered by Acquiror are on market-appropriate terms for a company of Employer’s size and industry). Notwithstanding the foregoing, Employee will not have “good reason” to terminate his employment unless # he provides the Board with a written notice detailing the specific circumstances alleged to constitute “good reason” within ninety (90) days after Employee first learns (or should have learned) of the first occurrence of such circumstances, # Employer is given a period of thirty (30) days