Good Reason Termination. You may terminate your employment hereunder for “Good Reason” at any time during the Original Employment Term upon written notice to ​ not more than thirty (30) calendar days after you become aware of the occurrence of the event constituting Good Reason; provided, however, that in the case of an event described in [clause (viii)] below, such written notice shall be provided not earlier than ninety (90) days following the occurrence of such event. Such notice shall state an effective date no earlier than thirty (30) calendar days after the date it is given. ​ shall have thirty (30) calendar days from the giving of such notice within which to cure and within which period you cannot terminate your employment under this Agreement for the stated reasons and, if so cured, after which you cannot terminate your employment under this Agreement for the stated reasons; provided, however, that this sentence shall not apply with respect to events which by their nature cannot be cured (it being understood that the occurrence of an event described in paragraph 10(b)(i), 10(b)(ii), 10(b)(iv)(D), 10(b)(viii) or 10(b)(x) shall be considered an event of the type which by its nature cannot be cured). “Good Reason” shall mean, without your prior written consent, other than in connection with the termination of your employment for Cause (as defined above) or incapacity (as set forth in paragraph 9) or as a result of your death:

Good Reason Termination. You may terminateReason. “Good Reason” for Termination of your employment hereunder for “Good Reason” atwill mean the occurrence, without your written consent, of any time during the Original Employment Term upon written notice to ​ not more than thirty (30) calendar days after you become awareone of the occurrencefollowing, provided that, you have given Notice of Termination to the event constituting Good Reason; provided, however, that in the case of an event described in [clause (viii)] below, such written notice shall be provided not earlier than ninety (90) days following the occurrence of such event. Such notice shall state an effective date no earlier than thirty (30) calendarCompany within 90 days after the date it is given. ​ shall have thirty (30) calendar days from the giving of such notice within which to cure and within which period you cannot terminate your employment under this Agreement for the stated reasons and, if so cured, after which you cannot terminate your employment under this Agreement for the stated reasons; provided, however, that this sentence shall not apply with respect to events which by their nature cannot be cured (it being understood that the occurrence of an event described in paragraph 10(b)(i), 10(b)(ii), 10(b)(iv)(D), 10(b)(viii) or 10(b)(x) shall be considered an eventinitial existence of the type whichcondition giving rise to your asserted Good Reason, and the Company has failed to fully correct the Good Reason by its nature cannotyour Date of Termination (which must be cured). “Good Reason” shall mean, withoutat least 30 days after the Notice is given, specified in the Notice of Termination (such correction by the Company having the effect of canceling such Notice and the resulting Termination), and your prior written consent, other than in connection withTermination occurs within one year after the terminationinitial existence of your employment for Cause (as defined above) or incapacity (as set forth in paragraph 9) or as a result of your death:circumstances constituting Good Reason:

A termination of employment by the Employee for one of the events set forth in [(i), (ii), (iii) or (iv)])])])])] of this definition will not constitute Good Reason Termination. You may terminate your employment hereunder for “Good Reason” at any time duringunless, # within the Original Employment Term upon written notice to ​ not more than thirty (30) calendar days after you become awareday period immediately following the Employee’s knowledge of the occurrence of thesuch event constituting Good Reason; provided, however, that(but in the case of anno event described in [clause (viii)] below, such written notice shall be provided not earlierlater than ninety (90) days following the occurrence of such event. Suchevent), the Employee has given written notice shall state an effective date no earlier thanto the Employer of the event relied on for such termination, # the Employer has not remedied such event within thirty (30) calendardays (the “Cure Period”) of the receipt of such notice, and # the Employee, within thirty (30) days after the date it is given. ​ shall have thirty (30) calendar days fromend of the givingCure Period, elects by written notice to the Corporation to terminate the Employee’s employment, to be effective immediately. For the avoidance of doubt, the Employee’s employment will not be deemed to terminate for Good Reason unless and until the Cure Period has expired and the Employer has not remedied such notice within which to cureevent. The Corporation and within which period you cannot terminate your employment under this Agreement for the stated reasons and, if so cured, after which you cannot terminate your employment under this Agreement forEmployee may mutually waive in writing any of the stated reasons; provided, however, that this sentence shall not applyforegoing provisions with respect to events which by their nature cannot be cured (it being understood that the occurrence of an event described in paragraph 10(b)(i), 10(b)(ii), 10(b)(iv)(D), 10(b)(viii) or 10(b)(x) shall be considered an event of the type which by its nature cannot be cured). “Good Reason” shall mean, without your prior written consent, other than in connection with the termination of your employment for Cause (as defined above) or incapacity (as set forth in paragraph 9) or as a result of your death:that otherwise constitutes Good Reason.

provided, however, that “Good Reason” at any time during the Original Employment Term uponshall not exist unless Employee has first provided written notice to ​ notdetailing one or more than thirty (30) calendar days after you become aware of the occurrence of the event constituting Good Reason; provided, however, that in the case of an event described in [clause (viii)​ conditions under [clauses [(a) through (c) above]] below, such written notice shall be provided not earlier thanwithin ninety (90) days following theafter Employee’s actual knowledge of ​ initial occurrence of such event. Such notice shall state an effective date no earlier thanalleged Good Reason event, and such condition is not fully remedied by ​ within thirty (30) calendar days after the date it is given.​’s receipt of written notice from Employee, and ​ shall have thirty (30) calendar days from the giving of such notice within which to cure and within which period you cannot terminate your employment under this Agreement for the stated reasons and, if so cured, after which you cannot terminate your employment under this Agreement for the stated reasons; provided, however, that this sentence shall not apply with respect to events which by their nature cannot be cured (it being understood that the occurrence of an event described in paragraph 10(b)(i), 10(b)(ii), 10(b)(iv)(D), 10(b)(viii) or 10(b)(x) shall be considered an event of the type which by its nature cannot be cured). “Good Reason” shall mean, without your prior written consent, other than in connection with the termination of your employment for Cause (as defined above) or incapacity (as set forth in paragraph 9) orTermination Date as a result of your death:such event occurs within thirty (30) days after ​’s thirty (30) day cure period. (For these purposes, a notice shall be sufficient if it is transmitted by facsimile or email to ​ Board and if it provides a general indication o ​ nature of ​ acts, ommissions, breach or breaches.),

A termination for Good Reason Termination. You may terminatemeans a termination of your employment hereunder for “Good Reason” at any time during the Original Employment Term uponby you following written notice given by you to ​ not more thanthe Company pursuant to [Section 2(d)] within thirty (30) calendar days after you become aware of the occurrence of the event constituting Good Reason; provided, however, that inReason event, unless such circumstances are fully corrected by the case of an event described in [clause (viii)] below,Company within the time period for such written notice shall be provided not earlier than ninety (90) days following the occurrence of such event. Such notice shall state an effective date no earlier than thirty (30) calendar days after the date it is given. ​ shall have thirty (30) calendar days from the giving of such notice within which to cure and within which period you cannot terminate your employment under this Agreement for the stated reasons and, if so cured, after which you cannot terminate your employment under this Agreement for the stated reasons; provided, however, that this sentence shall not apply with respect to events which by their nature cannot be cured (it being understood that the occurrence of an event described in paragraph 10(b)(i), 10(b)(ii), 10(b)(iv)(D), 10(b)(viii) or 10(b)(x) shall be considered an event of the type which by its nature cannot be cured). “Good Reason” shall mean, without your prior written consent, other than in connection with the termination of your employment for Cause (as defined above) or incapacity (ascorrection set forth in paragraph 9) or as a result of your death:[Section 2(d)].

For purposes of this Agreement, a “Notice of Termination for Good Reason” means a notice indicating the specific termination provision in [Section 2(c)] relied upon and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for the termination for Good Reason. Before a termination by you will constitute termination for Good Reason, you must give the Company a Notice of Termination for Good Reason Termination. You may terminate your employment hereunder for “Good Reason” at any time during the Original Employment Term upon written notice to ​ not more thanwithin thirty (30) calendar days after you become aware offollowing the occurrence of the event that constitutes Good Reason. Failure to provide such Notice of Termination for Good Reason within such thirty (30)-day period shall be conclusive proof that you shall not have Good Reason to terminate employment. Good Reason shall exist only if # the Company fails to remedy the event or events constituting Good Reason; provided, however, that in the case of an event described in [clause (viii)] below, such written notice shall be provided not earlier than ninety (90) days following the occurrence of such event. Such notice shall state an effective date no earlier thanReason within thirty (30) calendardays after receipt of the Notice of Termination for Good Reason from you and # you terminate your employment within sixty (60) days after the dateend of the period set forth in [clause (i) above]. The Company’s placing you on paid leave (with full compensation and benefits for the portion of such period that occurs prior to your termination date) for up to sixty (60) consecutive days while it is given. ​ shall have thirty (30) calendar days from the giving of such notice within whichdetermining whether there is a basis to cure and within which period you cannot terminate your employment under this Agreement for the stated reasons and, if so cured, after which you cannot terminate your employment under this Agreement for the stated reasons; provided, however, that this sentence shall not apply with respect to events which by their nature cannot be cured (it being understood that the occurrence of an event described in paragraph 10(b)(i), 10(b)(ii), 10(b)(iv)(D), 10(b)(viii) or 10(b)(x) shall be considered an event of the type which by its nature cannot be cured). “Good Reason” shall mean, without your prior written consent, other than in connection with the termination of your employment for Cause (as defined above) or incapacity (as set forth in paragraph 9) or as a result of your death:will not constitute Good Reason.

Termination by Employee with Good Reason Termination. YouReason. Employee may terminate yourher employment hereunderunder this Agreement for “Good Reason” at any time during the Original Employment Term uponGood Reason; provided that # Employee gives written notice to ​ not more than thirty (30) calendarthe Board of Directors within sixty (60) days after you become aware of the occurrence of the event constituting Good Reason; provided, however, that in# the caseCompany has not cured the event giving rise to such notice within thirty (30) days of an event described in [clause (viii)] below, such written notice shall be provided not earlier than ninety (90)receipt of Employee’s notice; and # Employee resigns her employment within thirty (30) days following the occurrenceexpiration of such event. Such notice shall state an effective date no earlier than thirty (30) calendar days after the date it is given. ​ shall have thirty (30) calendar days from the giving of such notice within which to cure and within which period you cannot terminate your employment under this Agreement for the stated reasons and, if so cured, after which you cannot terminate your employment under this Agreement for the stated reasons; provided, however, that this sentence shall not apply with respect to events which by their nature cannot be cured (it being understood that the occurrence of an event described in paragraph 10(b)(i), 10(b)(ii), 10(b)(iv)(D), 10(b)(viii) or 10(b)(x) shall be considered an event of the type which by its nature cannot be cured).period. The term “Good Reason” shall mean,mean any of the following actions that are taken without your prior written consent, other than in connection with the termination of your employment for Cause (as defined above) or incapacity (as set forth in paragraph 9) or as a result of your death:Employee’s

Employee may terminate yourhis employment hereunder for “Good Reason”with the Company at any time during the Original Employment Term for or without Good Reason upon a minimum of 30 days written notice thereof to ​ not more than thirty (30) calendarthe Company; provided, however, that such termination of employment for Good Reason must occur within 90 days after you become aware of the occurrence of the event constituting Good Reason; provided, however, that in the case of an event described in [clause (viii)] below, such written notice shall be provided not earlier than ninety (90) days following the occurrence of such event. Such notice shall state an effective date no earlier than thirty (30) calendar days after the date it is given. ​ shall have thirty (30) calendar days from the giving of such notice within which to cure and within which period you cannot terminate your employment under this Agreement for the stated reasons and, if so cured, after which you cannot terminate your employment under this Agreement for the stated reasons; provided, however, that this sentence shall not apply with respect to events which by their nature cannot be cured (it being understood that the occurrence of an event described in paragraph 10(b)(i), 10(b)(ii), 10(b)(iv)(D), 10(b)(viii) or 10(b)(x) shall be considered an event of the type which by its nature cannot be cured). “Good Reason” shall mean, without your prior written consent, other than in connection with the termination of your employment for Cause (as defined above) or incapacity (as set forth in paragraph 9) or as a result of your death:Reason. The term “Good Reason” means:

You may terminate your employment hereunderresign for “Good Reason”Good Reason at any time that you are actively employed during the Original Employment Term uponContract Period by written notice to ​ notthe Company no more than thirty (30) calendar days after you become aware of the occurrence of the event constituting Good Reason; provided, however, that in the case of an event described in [clause (viii)] below, such written notice shall be provided not earlier than ninety (90) days following the occurrence of such event.Reason. Such notice shall state the grounds for such Good Reason resignation and an effective date no earlier than thirty (30) calendarbusiness days after the date it is given. ​The Company shall have thirty (30) calendarbusiness days from the giving of such notice within which to cure and within which period you cannot terminateand, in the event of such cure, your employment under this Agreement for the stated reasons and, if so cured, after which you cannot terminate your employment under this Agreement for the stated reasons; provided, however, that this sentence shall not apply with respect to events which by their nature cannot be cured (it being understood that the occurrence of an event described in paragraph 10(b)(i), 10(b)(ii), 10(b)(iv)(D), 10(b)(viii) or 10(b)(x)notice shall be considered an event of the type which by its nature cannot be cured). “Good Reason” shall mean, without your prior written consent, other than in connection with the termination of your employment for Cause (as defined above)no further force or incapacity (as set forth in paragraph 9) or as a result of your death:effect.

Good Reason Termination. You may terminate your employment hereunder for “Good Reason” at any time duringshall exist only if (i) the Original Employment Term upon written noticeCompany fails to ​ not more thanremedy the event or events constituting Good Reason within thirty (30) calendar days after you become awarereceipt of the occurrencenotice of termination of employment from the event constituting Good Reason; provided, however, that inGrantee and (ii) the case of an event described in [clause (viii)] below, such written notice shall be provided not earlier than ninety (90) days following the occurrence of such event. Such notice shall state an effective date no earlier than thirty (30) calendarGrantee terminates his or her employment within one hundred eighty (180) days after the date it is given. ​ shall have thirty (30) calendar days from the giving of such notice within which to cure and within which period you cannot terminate your employment under this Agreement for the stated reasons and, if so cured, after which you cannot terminate your employment under this Agreement for the stated reasons; provided, however, that this sentence shall not apply with respect to events which by their nature cannot be cured (it being understood that the occurrenceGrantee first has knowledge of anthe existence of any event or condition described in paragraph 10(b)(i), 10(b)(ii), 10(b)(iv)(D), 10(b)(viii) or 10(b)(x) shall be considered an event of the type which by its nature cannot be cured)[clauses [(A) through (H) above]]. “Good Reason” shall mean, without your prior written consent, other than in connection with the termination of your employment for Cause (as defined above) or incapacity (as set forth in paragraph 9) or as a result of your death: