By Employee for Good Cause. Employee may terminate Employee’s employment for Good Cause by # providing notice to the Company specifying in reasonable detail the condition giving rise to the Good Cause no later than the thirtieth (30th) day following Employee’s first becoming aware of such event or condition; # providing the Company a period of (30) days to remedy the event or condition; and # written notice terminating Employee’s employment for Good Cause within fifteen (15) days following the expiration of the period to remedy if the Company fails to remedy the condition. The following, if occurring without Employee’s consent, shall constitute "Good Cause" for termination by Employee: # a material diminution in the nature or scope of Employee’s position, duties, or authority (other than temporarily while Employee is physically or mentally incapacitated to such a degree that Employee would be eligible for disability benefits under the Company's disability income plan or as required by applicable law); # a material reduction in the Base Salary or the Target Bonus percentage; # a material breach by the Company of this Agreement; or # a requirement by the Company that Employee relocate to a location more than forty (40) miles from Employee’s then-current remote office location.

By Employee for Good Cause. Employee may terminate Employee’s employment for Good Cause by # providing notice to the Company specifying in reasonable detail the condition giving rise to the Good Cause no later than the thirtieth (30th) day following Employee’s first becoming aware of such event or condition; # providing the Company a period of (30) days to remedy the event or condition; and # written notice terminating Employee’s employment for Good Cause within fifteen (15) days following the expiration of the period to remedy if the Company fails to remedy the condition. The following, if occurring without Employee’s consent, shall constitute "Good Cause" for termination by Employee: # a material diminution in the nature or scope of Employee’s position, duties, or authority (other than temporarily while Employee is physically or mentally incapacitated to such a degree that Employee would be eligible for disability benefits under the Company's disability income plan or as required by applicable law); # a material reduction in the Base Salary or the Target Bonus percentage; # a material breach by the Company of this Agreement; # a requirement by the Company that Employee relocate to a location more than thirty (30) miles from [[Address A:Address]].

By Employee for Good Cause. Employee may terminate Employee’s employment for Good Cause by # providing notice of such termination to the Company specifying in reasonable detail the condition giving rise to the Good Cause no later than the thirtieth (30th) day following Employee’s first becoming aware of such event or condition; and # providing the Company a period of (30) days to remedy the event or condition; and # written notice terminating Employee’s employment for Good Cause within fifteen (15) days following the expiration of the period to remedy if the Company fails to remedy the condition. The following, if occurring without Employee’s express prior written consent, shall constitute "Good Cause" for termination by Employee: # a material diminution in the nature or scope of Employee’s position, duties, or authority (other than temporarily while Employee is physically or mentally incapacitated to such a degree that Employee would be eligible for disability benefits under the Company's disability income plan or as required by applicable law); # a material reduction in the Base Salary or the Target Bonus percentage; # a material breach by the Company of this Agreement, including the failure of the Company to grant the equity benefits described in Section 2(c) above; or # a requirement by the Company that Employee relocate to a location more than thirty (30) miles from [[Address A:Address]].

By Employee for Good Cause. Employee may terminate Employee’s employment for Good Cause by # providing notice to the Company specifying in reasonable detail the condition giving rise to the Good Cause no later than the thirtieth (30th) day following Employee’s first becoming aware of such event or condition; # providing the Company a period of (30) days to remedy the event or condition; and # written notice terminating Employee’s employment for Good Cause within fifteen (15) days following the expiration of the period to remedy if the Company fails to remedy the condition. The following, if occurring without Employee’s consent, shall constitute "Good Cause" for termination by Employee: # a material diminution in the nature or scope of Employee’s position, duties, or authority (other than temporarily while Employee is physically or mentally incapacitated to such a degree that Employee would be eligible for disability benefits under the Company's disability income plan or as required by applicable law); # a material reduction in the Base Salary or the Target Bonus percentage; or # a material breach by the Company of this Agreement.

provided, however, that Employee may not terminate or separate employment for purposes of Employee Termination for Good Cause unless # within 60 days after the date on which Employee obtains actual knowledge of the condition or event giving rise to Employee Termination for Good Cause, Employee gives notice to the Company that Employee does not wish to remain in the employ of the Company as a result of such condition or event, # the Company does not cure such condition or event within 30 days after receiving the notice described in the preceding clause (i), and (iii) Employee terminates employment within 180 days after the date on which Employee obtains actual knowledge of the existence of such condition or event. Any failure by Employee to terminate employment within such 180 day period after the initial existence of any condition or event giving rise to Employee Termination for Good Cause shall constitute a waiver by Employee of the Employee’s right to claim an Employee Termination for Good Cause as a result of such condition or event.

days following the occurrence of any of the events set forth in [clauses (i) through (iv)] below, written notice from the Employee specifying the specific basis for Employee’s belief that Employee is entitled to terminate employment for Good Reason, # the Company fails to cure the event constituting Good Reason within thirty (30) days after receipt of such written notice thereof, and # the Employee terminates employment within thirty (30) days following expiration of such cure period: # a material change in Employee’s position, titles, offices or duties; # an assignment of any significant duties to Employee that are inconsistent with Employee’s positions or offices held under this Agreement; # a decrease in Employee’s then current annual base salary by more than 10% (other than in connection with a general decrease in the salary of all other similarly situated employees of the Company); or # the relocation of the Employee to a facility or a location more than fifty (50) miles from Employee’s then current location.

For Good Reason – The Employee. At any time during the Term, You may terminate Your employment for Good Reason if all of the following conditions are satisfied: # You give the Company a written notice of termination, which describes in reasonable detail the condition claimed to constitute Good Reason, within thirty (30) calendar days of the initial existence of the condition claimed to constitute Good Reason; # the Company does not remedy the condition within thirty (30) calendar days of the Company’s receipt of Your written notice of termination (the “Good Reason Cure Period”); and # You give the Company a second written notice of termination within thirty (30) calendar days following the expiration of the Good Reason Cure Period. If You do not provide the notice of termination for Good Reason as described in subpart # of the preceding sentence within 30 days of the first occurrence of the applicable grounds, then You will be deemed to have waived Your right to terminate for Good Reason with respect to such grounds. For purposes of this Agreement, “Good Reason” means the occurrence, without Your written consent, of a material reduction by the Company in Your Base Salary.

Provided, however, that, any termination of employment by the Employee shall only be deemed for Good Reason pursuant to the foregoing definition if: # the Employee gives the Employer written notice of the intent to terminate for Good Reason within ninety (90) days following the first occurrence of the condition(s) that the Employee believes constitutes Good Reason, which notice shall describe such condition(s); # the Employer fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the "Cure Period"); and # the Employee terminates her employment within thirty (30) days following the end of the Cure Period.

In order to terminate for Good Reason, the Employee must provide the Company with written notice describing the event(s) alleged to constitute Good Reason within sixty (60) days after first becoming aware of the occurrence of such event(s), and the Company will have thirty (30) days to cure such event(s) following receipt of such written notice. If such event(s) are not so cured, the Employee must actually provide the Company with written notice of Employee's termination of employment for Good Reason within thirty (30) days following the expiration of the Company's cure period and thereafter Employee must terminate employment immediately following the completion of the applicable notice period. Otherwise, any claim of such circumstances as "Good Reason" will be deemed irrevocably waived by the Employee.

For Good Reason – The Employee. At any time during the Term, You may terminate Your employment for Good Reason if all of the following conditions are satisfied: # You give the Company a written notice of termination, which describes in reasonable detail the condition claimed to constitute Good Reason, within thirty (30) calendar days of the initial existence of the condition claimed to constitute Good Reason; # the Company does not remedy the condition within thirty (30) calendar days of the Company’s receipt of Your written notice of termination (the “Good Reason Cure Period”); and # You give the Company a second written notice of termination within thirty (30) calendar days following the expiration of the Good Reason Cure Period. If You do not provide the notice of termination for Good Reason as described in subpart # of the preceding sentence within thirty (30) calendar days of the first occurrence of the applicable grounds, then You will be deemed to have waived Your right to terminate for Good Reason with respect to such grounds. For purposes of this Agreement, “Good Reason” means the occurrence of any one or more of the following events without Your written consent: # a material reduction by the Company in Your Base Salary; # the Company assigns You to a position or duties that constitute a material, adverse diminution of Your title, authority or duties (other than temporarily while You are unable to perform Your duties because of a physical or mental injury or illness); # the Company relocates Your principal place of employment to a location that is more than thirty (30) miles from the Company office at which You were principally based immediately prior to such relocation; # the failure of any successor or assign to assume obligations as set forth in this Agreement; or # a material breach of this Agreement by the Company.