Termination by Reason of Retirement. Unless otherwise determined by the Committee, if any Optionee’s employment with or service to the Company or any Subsidiary terminates by reason of Normal or Early Retirement (as such terms are defined below), any Option held by such Optionee may thereafter be exercised to the extent it was exercisable at the time of such Retirement (or on such accelerated basis as the Committee shall determine at or after grant), but may not be exercised after ninety (90) days after the date of such termination of employment or service (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or the expiration of the stated term of such Option, whichever date is earlier; provided, however, that, if the Optionee dies within such ninety (90) day period, any unexercised Option held by such Optionee shall thereafter be exercisable, to the extent to which it was exercisable at the time of death, for a period of one (1) year after the date of such death (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or for the stated term of such Option, whichever period is shorter.

Notice of Good Reason Condition. In order to be considered a resignation for Good Reason for purposes of this Agreement, the Executive must provide the Company with written notice and description of the existence of the Good Reason condition within 60 days of the initial discovery by the Executive of the existence of said Good Reason condition and the Company shall have 30 business days to cure such Good Reason condition.

Voluntary Termination Without Good Reason. In the event that the Executive terminates the Executive’s employment at the Executive’s own volition prior to the expiration of the Employment Term (except as provided in [Subsection 4(e)] above), such termination shall constitute a “Voluntary Termination” and in such event the Executive shall be limited to the same rights and benefits as provided in connection with a termination for Due Cause under [Subsection 4(c)] above.

Termination by Reason of Retirement. Except as otherwise provided in the applicable award agreement, if a Participant’s employment or provision of services terminates by reason of Retirement, any Stock Appreciation Right held by such Participant, to the extent it was exercisable at the time of termination, may thereafter be exercised by the Participant for a period of six months from the date of such termination of employment or provision of services or until the expiration of the stated term of such Stock Appreciation Right, whichever period is shorter and any Stock Appreciation Right that is unvested or unexercisable at the date of termination shall thereupon terminate.

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;

No Waiver of Good Reason. Notwithstanding this Amendment, Executive has not provided written consent to any provision of this Amendment or any other action taken by the Company in connection with this Amendment, in each case, that may trigger Executive’s right to resign for Good Reason.

Termination for Cause or Without Good Reason. Your employment hereunder may be terminated by the Company or the Board for Cause or by you without Good Reason. If your employment is terminated by the Company or the Board for Cause or by you without Good Reason, you shall be entitled to receive: # any accrued but unpaid Base Salary which shall be paid in accordance with the Company's regular payroll procedures; # reimbursement for properly incurred and unreimbursed business expenses, which shall be subject to and paid in accordance with the Company's expense reimbursement policy; and # such employee benefits (including equity compensation), if any, to which you may be entitled under the Company's employee benefit plans; provided that, in no event shall you be entitled to any payments in the nature of severance or termination payment (collectively referred to as the "Accrued Amounts").

Termination by Reason of Death or Disability. In the event that Executive’s employment is terminated by reason of Executive’s death or Disability (as defined below), Executive (or Executive’s estate, as the case may be) shall be entitled only to the following:

For purposes of this Agreement, the term “Cause” shall mean any of the following: # Executive has willfully misappropriated any funds or property of the Group, or has willfully destroyed property of the Group; # Executive has committed # a felony or # any crime # involving fraud, dishonesty or moral turpitude or # that materially impairs Executive’s ability to perform Executive’s duties and responsibilities with the Company or that causes material damage to the Group or its operations or reputation; # Executive has # obtained personal profit from any transaction of or involving the Company or an affiliate of the Company (or engaged in any activity with the intent of obtaining such a personal profit) without the prior approval of the Company or # engaged in any other willful misconduct which constitutes a breach of fiduciary duty or the duty of loyalty to the Group and which has resulted or is reasonably likely to result in material damage to the Group; # Executive’s material failure to perform Executive’s duties with the Company (other than as a result of total or partial incapacity due to physical or mental illness), provided, however, that, if susceptible of cure, a termination by the Company for Cause under this Section 4(e)(i)(D) shall be effective only if, within twenty (20) days following delivery of a written notice by the Company to Executive that Executive has materially failed to perform Executive’s duties and that reasonably identifies the reason(s) for such determination, Executive has failed to cure such failure to perform; # Executive’s use of alcohol or drugs has materially interfered with Executive’s ability to perform Executive’s duties and responsibilities with the Company; # Executive has knowingly made any untrue statement or omission of a material nature to the Company or an affiliate of the Company; # Executive has knowingly falsified Company records (or those of one of its affiliates); # Executive has willfully committed any act # which is intended to materially damage the reputation of the Company or an affiliate of the Company or # which in fact materially damages the reputation of the Company or an affiliate; # Executive # has willfully violated the Company’s material policies or rules (including, but not limited to, the Company’s equal employment opportunity policies), which violation has resulted or is reasonably likely to result in damage to the Group, or # is guilty of gross negligence or willful misconduct in the performance of Executive’s duties with the Company, which has resulted or is reasonably likely to result in material damage to the Group; # Executive has materially breached a covenant set forth in Section 5 or otherwise materially violated any confidentiality, non-competition or non-solicitation prohibitions imposed on Executive under common law or under the terms of any agreement with the Company; or # Executive has willfully obstructed or attempted to obstruct, or has willfully failed to cooperate with, any investigation authorized by the Board of Directors of the Company or any governmental or self-regulatory authority regarding a Company matter.

Voluntary Resignation by Executive Without Good Reason. Executive may voluntarily resign Executive’s position with the Company without Good Reason, at any time. In the event of Executive’s resignation without Good Reason, Executive will be entitled to receive only Executive’s Base Salary and Accrued Benefits as determined through the end of the thirty-day notice period and no other amount; provided, however that Executive shall be entitled to any amounts owing to the Executive for reimbursement of expenses properly incurred by Executive prior to the date of termination which are reimbursable in accordance with Section 6 of this Agreement. All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. In addition, Executive will not be entitled to receive the Severance Package under Section 7.2 of this Agreement.