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.

Good Reason. EmploymentIn order for the termination of Executive’s employment with the Company mayto be regarded as having been constructively terminated by the Company, andfor Good Reason, Executive may thereforemust not 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 written notice to the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within 9030 days of the initial existence of suchthe grounds for “Good Reason” and a reasonable cure period of 30 days following the date of such notice, providedwritten notice (the “Cure Period”), the grounds must not have been cured during that such grounds for “Good Reason” can be adequately cured.time, and Executive must terminate Executive’s employment within 30 days following the Cure Period.

Executive’s employment hereunder may be terminated by Executive for Good Reason. Employment withReason (as defined below) at any time upon 15 days advance written notice to the Company may be regarded as having been constructively terminated byand after giving the Company, and Executive may therefore terminate her employment forCompany a reasonable opportunity during such 15-day period to cure; provided, however, that “Good Reason” within 30 days following the expiration of any Company cure period (as described below) and thereupon become entitledshall cease to exist for an event to the benefits of Sections 9(a)(i) below, if one or more of the following events (described in [clauses (i) through (iii)] below)extent that Executive shall have occurred without Executive’s prior written consent. Executive will not resign for “Good Reason” without first providingeither consented, in advance, to such event or to the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” withinextent that 90 days ofshall have elapsed following 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.event.

“Good Reason. EmploymentReason” 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 may be regarded as having been constructively terminated byeffective not later than sixty (60) days after 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 moreend of the following events (described in [clauses (i) through (iii)] below) shall have occurred without Executive’Company’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.period.

Prior to any termination for Good Reason. Employment withReason, the Executive must provide written notice to 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 3060 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 notice, provided that such grounds for “Good Reason” can be adequately cured.cure, unless the Executive actually terminates employment within 45 days following the end of the Company’s Cure Period.

Termination by the Executive. The Executive may terminate his or her employment hereunder at any time for any reason, including but not limited to Good Reason. Employment withIn the Company may be regarded as having been constructively terminated byevent the Company, and Executive may thereforeseeks to terminate his or her employment for Good Reason, the Executive shall comply with the “Good Reason Process” (hereinafter defined) following the occurrence of any purported Good Reason. “Good Reason Process” shall mean that # the Executive reasonably determines in good faith that a “Good Reason” within 30 days followingcondition has occurred; # the expiration of anyExecutive notifies the Company cure period (as described below) and thereupon become entitled to the benefits of Sections 9(a)(i) below, if one or morein writing 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”Good Reason condition within 90sixty (60) days of the initial existencefirst occurrence of such groundscondition; # the Executive cooperates in good faith with the Company’s efforts, for “Good Reason” and a reasonable cure period of 30not less than thirty (30) days following the datereceipt of such notice, providednotice (the “Cure Period”) to remedy the condition; # notwithstanding such efforts, the Good Reason condition continues to exist; and # the Executive terminates his or her employment within sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason or determines in its reasonable good faith discretion that such grounds for “Good Reason” cana Good Reason condition has not occurred during the Cure Period, Good Reason shall be adequately cured.deemed not to have occurred.

Good Reason. Employment withUpon the Company may be regarded as having been constructively terminated byoccurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E), of this Section 4(a), Executive shall have the Company, and Executive may thereforeright to terminate herhis employment for “Good Reason” within 30 days followingGood Reason, provided, however, that prior to any termination of employment for Good Reason, the expiration of any Company cure period (as described below) and thereupon become entitledExecutive must first provide written notice 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”Employer within 90ninety (90) days of the initial existence of the condition, describing the existence of such grounds for “Good Reason”condition, and a reasonablethe Employer shall thereafter have the right to remedy the condition within thirty (30) days of the date the Employer received the written notice from the Executive, provided that the cure period may be waived. If the Employer remedies the condition within such thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such condition. Notwithstanding the preceding sentence, in the event of 30 days followinga continuing breach of this Agreement by the dateEmployer, Executive, after giving due notice specified above, shall not waive any of such notice, providedhis rights under this Agreement and this Section 4 by virtue of the fact that such grounds for “Good Reason” can be adequately cured.Executive has submitted his resignation but has remained in the employment of the Employer and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (ii) [(A), (B), (C), (D) and (E) of this Section 4(a)].

Good Reason. Employment with the Company may be regarded as having been constructively terminated by the Company, andThe Executive may therefore terminate herhis employment for “Good Reason”Good Reason within 30ninety (90) days followingof the expirationoccurrence 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)specified below, provided that Executive shall have occurred without Executive’s prior written consent. Executive will not resign for “Good Reason” without first providing the Company withgiven Corporation written notice of such occurrence and 30 days to cure the acts or omissions constituting the grounds for “Good Reason” within 90 daysalleged event. For purposes 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.Agreement, "Good Reason" shall mean:

Good Reason. Employment with the Company may be regarded as having been constructively terminated by the Company, andThe Executive may therefore terminate herhis employment for “Good Reason” within 30 days followingGood Reason if # 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 withprovides written notice of such Good Reason to the actsCompany within ninety (90) days of its initial existence, # such Good Reason has not been corrected or omissions constitutingcured by the grounds for “Good Reason”Company within 90thirty (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 grounds forGood Reason. For purposes of this Agreement “Good Reason” and a reasonable cure periodshall mean any of 30 days following the date of such notice, provided that such grounds for “Good Reason” can be adequately cured.following:

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” means Executive’s termination of employment within 30ninety (90) days following the expiration of any Company cure period (as described(discussed below) and thereupon become entitled tofollowing the benefitsoccurrence, without Executive’s consent, 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.following: