Procedures. Notwithstanding any provision in this Agreement to the contrary, any termination of employment by the Executive will not be for Good Reason unless: # Executive delivers written notice to the Company, in accordance with Section 9 below, of the initial existence of the condition which the Executive believes constitutes Good Reason within ninety (90) days of the initial existence of such condition, and which notice specifically identifies such condition, # the Company fails to cure such condition within thirty (30) days after the date the Company receives such notice (the “Cure Period”), and # the Executive actually terminates Executive’s employment within sixty (60) days after the expiration of the Cure Period and before the Company cures such condition. If the Executive terminates Executive’s employment before the expiration of the Cure Period or after the Company remedies the condition (even if after the end of the Cure Period), then the Executive’s termination of employment will not be considered to be for Good Reason.

For purposes of this Agreement, Executive shall not have Good Reason for termination unless # Executive reasonably determines in good faith that a “Good Reason” condition has occurred; # Executive notifies the Company in writing of the occurrence of the Good Reason condition within sixty (60) days of such occurrence; # Executive cooperates in good faith with the Company’s efforts, for a period not less than thirty (30) days following such notice (the “Cure Period”), to cure the condition; # notwithstanding such efforts, the Good Reason condition continues to exist following expiration of the Cure Period as determined by the Company; and # Executive terminates his employment within sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

For purposes of this Agreement, Executive shall not have Good Reason for termination unless # Executive reasonably determines in good faith that a "Good Reason" condition has occurred; # Executive notifies the Company in writing of the occurrence of the Good Reason condition within thirty (30) days of such occurrence; # the Company shall have a period of not less than thirty (30) days following such notice (the "Cure Period'') to cure the condition; # notwithstanding such efforts, the Good Reason condition continues to exist following expiration of the Cure Period as reasonably determined by the Company in good faith; and # Executive terminates his employment within thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

For purposes of this Agreement, Executive shall not have Good Reason for termination unless # Executive reasonably determines in good faith that a "Good Reason" condition has occurred; # Executive notifies the Company in writing of the occurrence of the Good Reason condition within thirty (30) days of such occurrence; # the Company shall have a period of not less than thirty (30) days following such notice (the "Cure Period''), to cure the condition; # notwithstanding such efforts, the Good Reason condition continues to exist following expiration of the Cure Period as reasonably determined by the Company in good faith; and # Executive terminates his employment within thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

For purposes of this Agreement, Executive shall not have Good Reason for termination unless # Executive reasonably determines in good faith that a “Good Reason” condition has occurred; # Executive notifies the Company in writing of the occurrence of the Good Reason condition within sixty (60) days of such occurrence; # Executive cooperates in good faith with the Company’s efforts, for a period not less than thirty (30) days following such notice (the “Cure Period”), to cure the condition; # notwithstanding such efforts, the Good Reason condition continues to exist following expiration of the Cure Period as determined by the Company; and # Executive terminates his employment within sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Notwithstanding the foregoing, in order for Executive to terminate for Good Reason, the Executive must give the Company a written notice of the Executive’s claim for Good Reason within 90 days of the initial existence of the condition(s) specified by Executive that constitute Good Reason and the Company shall have 30 days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such 30-day period, the Company cures the condition giving rise to Good Reason, Executive shall not have a “Good Reason” to terminate under this Agreement. If, during such 30-day period, the Company fails or refuses to cure the condition giving rise to Good Reason, the Executive shall have a “Good Reason” to terminate if he terminates his employment within 120 days of Executive’s original written notice of Good Reason.

Provided, however, that, any such termination by the Executive shall only be deemed for Good Reason pursuant to this definition if: # the Executive gives the Company written notice of his intent to terminate for Good Reason; which notice shall describe such condition(s); # the Company fails to remedy such condition(s) within thirty (30) days following receipt of the written notice the “Cure Period”); and # Executive voluntarily terminates his employment within thirty (30) days following the end of the Cure Period.

Notwithstanding the foregoing, termination of employment by Executive will not be for Good Reason unless # Executive notifies the Company in writing of the existence of the condition that Executive believes constitutes Good Reason within thirty (30) days of the initial existence of such condition (which notice specifically identifies such condition), # the Company fails to remedy such condition within fifteen (15) days after the date on which it receives such notice (the “Remedial Period”), and # Executive actually terminates employment within thirty (30) days after the expiration of the Remedial Period and before the Company remedies such condition.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any purported Good Reason event without the Executive’s express written consent. “Good Reason Process” shall mean that # the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; # the Executive notifies the Company in writing of the Good Reason condition within sixty (60) days of the first occurrence of such condition; # the Executive cooperates in good faith with the Company’s efforts, for a period not less than thirty (30) days following receipt of such notice (the “Cure Period”) to remedy the condition; # notwithstanding such efforts, the Good Reason condition continues to exist; and (v)the Executive terminates his employment within sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

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. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any purported Good Reason event without the Executive’s express written consent. “Good Reason Process” shall mean that # the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; # the Executive notifies the Company in writing of the Good Reason condition within sixty (60) days of the first occurrence of such condition; # the Executive cooperates in good faith with the Company’s efforts, for a period not less than thirty (30) days following receipt of such notice (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 condition during the Cure Period, Good Reason shall be deemed not to have occurred.