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.

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).

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).

For Good Reason. Employee may terminate their employment under this Agreement for Good Reason. “Good Reason” shall mean, in each case to the extent not consented by Employee: # a breach by the Company of any material provision of this Agreement or any other written agreement between Employee and the Company; # material reduction of the Employee’s authority, duties, or responsibilities; # a reduction of the Employee’s then-current Base Salary or Annual Bonus Target; # the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform

For Good Reason By Employee. Employee may terminate their employment under this Agreement for Good Reason. “Good Reason” shall mean, in each case to the extent not consented by Employee: # a breach by the Company of any material provision of this Agreement or any other written agreement between Employee and the Company; # material reduction of the Employee’s authority, duties, or responsibilities; # a reduction of the Employee’s then-current Base Salary or Annual Bonus Target; # the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law; # the Company’s Common Stock no longer being publicly traded;

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

Termination on Account of Resignation with Good Reason. Employee shall have the right to terminate Employee’s employment by voluntary resignation with Good Reason. The term “Good Reason” means any one (1) or more of the following events that occurs without the prior written consent of Employee: # a material diminution in Employee’s Salary; # a demotion, or change in reporting relationship of Employee to someone other than the Company’s Executive Chairman, or a member of the Board of Directors that results in a material diminution of Employee’s authority, duties, or responsibilities; or # any other action or inaction that constitutes a material breach by the Company of the terms of this Agreement. To qualify as a voluntary resignation with “Good Reason,” Employee shall provide the Company with notice of the existence of the event described above within ninety (90) days of the initial existence of such event, and the Company shall have thirty (30) days to remedy the event measured from the date it received Employee’s notice. If the event that qualifies as Good Reason is not cured and the

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.

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.”

Resignation for Good Reason. The Employee shall have the right to terminate this Agreement upon ten (10) days’ prior written notice for Good Reason. “Good Reason” shall be defined as any of the following occurring without the Employee’s written consent: