Good Reason. In any case where Executive gives notice of “Good Reason” under the last sentence of Section 20(i) above in respect of an act or omission by the Company that is susceptible of cure, Executive’s Notice of Termination shall specify a Date of Termination that is not less than thirty (30) days nor more than ninety (90) days following the date of his Notice of Termination.

Good Reason. In any case where Executive gives notice of “Good Reason” under the last sentence of Section 20(i) above in respect of an act or omission by the Company that is susceptible of cure, Executive’s Notice of Termination shall specify a Date of Termination that is not less than thirty (30) days nor more than ninety (90) days following the date of hisher Notice of Termination.

“Good Reason. In any case whereReason” for Executive’s termination of employment will exist only if (i) Executive gives written notice to the Company of “Good Reason” underhis intention to terminate his employment on account of a Good Reason, with the last sentence of Section 20(i) abovenotice stating in respect of andetail the particular act or omission byacts or the failure or failures to act that constitute the grounds on which Executive's Good Reason termination is based and given within six (6) months of the occurrence of the act or acts or the failure or failures to act which constitute the grounds for Good Reason, (ii) the Company that is susceptible of cure, Executive’s Notice of Termination shall specify a Date of Termination that is not less than thirty (30) days nor more than ninety (90)fails to cure the conduct within sixty (60) days following receipt of Executive’s written notice, and (iii) Executive terminates employment with the dateCompany effective not later than sixty (60) days after the end of his Notice of Termination.the Company’s cure period.

If for Good Reason. In any case whereReason (as defined below in Section 2(e)), written notice by Executive gives notice of “Good Reason” under the last sentence of Section 20(i) above in respect of an act or omission by theto Company that Executive is susceptible of cure,terminating Executive’s Notice of Terminationemployment for Good Reason and that sets forth the factual basis supporting the alleged Good Reason, which termination shall specify a Date of Termination that is not less thanbe effective thirty (30) days nor more than ninety (90) days followingafter the date of his Notice of Termination.such notice; provided that if Company has cured the circumstances giving rise to the Good Reason, then such termination shall not be effective; or

Notwithstanding the foregoing, Good Reason. In any case where Executive givesReason shall not be deemed to exist unless notice of “Good Reason” under the last sentence of Section 20(i) above in respect of an act or omission by the Company that is susceptible of cure, Executive’s Notice of Termination shall specifytermination on account thereof (specifying a Date of Termination that is not lesstermination date no earlier than thirty (30)30 days nor more than ninety (90) days followingfrom the date of such notice) is given by Executive to the Company no later than 30 days after the time at which Executive first becomes or should have become aware of the event or condition purportedly giving rise to Good Reason; and, in such event, the Company shall have 30 days from the date notice of such a termination is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder, but, if the Company does not cure such event within the 30-day period, Executive must terminate his Noticeemployment not later than 45 days after the end of Termination.such 30-day period in order for Good Reason to exist.

Good Reason. In any case whereThe Executive givesmay terminate his employment for Good Reason if # the Executive provides written notice of “Good Reason” undersuch Good Reason to the last sentenceCompany within ninety (90) days of Section 20(i) above in respect of an actits initial existence, # such Good Reason has not been corrected or omissioncured by the Company that is susceptiblewithin thirty (30) days after receipt by the Company of cure, Executive’swritten notice thereof, and # thereafter, the Executive provides a Notice of Termination within two years of the initial existence of such Good Reason. For purposes of this Agreement “Good Reason” shall specify a Datemean any of Termination that is not less than thirty (30) days nor more than ninety (90) days following the date of his Notice of Termination.following:

Notwithstanding the foregoing, a termination by Executive shall not be for Good Reason. In any case whereReason, unless Executive givesshall have given the Employer at least ten (10) business days written notice (a “Notice of “Good Reason” underTermination”) specifying the last sentence of Section 20(i) above in respect of an act or omissiongrounds upon which Executive intends to terminate his employment hereunder for Good Reason and such notice is received by the Company thatEmployer within ninety (90) days of the date the event of Good Reason occurred. In addition, any action or inaction by the Employer which is susceptible of cure, Executive’sremedied within thirty (30) days following a Notice of Termination shall specify a Datenot constitute Good Reason for termination hereunder and shall render such Notice of Termination that is not less than thirty (30) days nor more than ninety (90) days following the date of his Notice of Termination.null and void.

Notwithstanding the above, in order for the Executive to separate from service with the Employer for Good Reason. In any case whereReason, the Executive gives notice of “Good Reason” undermust provide the last sentence of Section 20(i) above in respect of an act or omission by the Company that is susceptible of cure, Executive’s Notice of Termination shall specify a Date of Termination that is not less than thirty (30) days nor moreto the Employer no later than ninety (90) days followingafter the date of his Noticethe initial occurrence of Termination.the condition or conditions alleged to give rise to Good Reason. In addition, the Executive must provide the Employer a period of at least thirty (30) days during which the Employer can remedy the condition or conditions alleged to give rise to Good Reason and not be required to pay the amounts described in Section 2.

For purposes of this [Section 6(c)], the written notice shall describe in sufficient detail the reason or condition that the Executive believes would permit the Executive to terminate his employment for Good Reason. In any case where Executive gives notice of “Good Reason” under the last sentence of Section 20(i) above in respect of an act or omissionReason, and be provided by the Executive to the Company that is susceptiblein accordance with [Section 14(b)] of cure, Executive’s Noticethis Agreement within ninety (90) days of Terminationthe initial occurrence of such condition. Upon receipt of such notice, the Company shall specifyhave a Dateperiod of Termination that is not less than thirty (30) days nor moreto cure the condition, pursuant to reasonable procedures established by the Company consistent with Treas. Reg. §1.409A-1(n). In the event that such condition is not cured, the Executive’s employment shall terminate no later than ninety (90)thirty (30) days followingafter the dateexpiration of his Notice of Termination.the thirty-day notice period.

Prior to any termination for Good Reason. In any case whereReason, the Executive givesmust provide written notice of “Good Reason” under the last sentence of Section 20(i) above in respect of an act or omission byto the Company that is susceptible of cure, Executive’s Notice of Termination shall specify a Date of Termination that is not less than thirty (30) days nor more than ninety (90)within 60 days following the date on which he discovers an alleged Good Reason event setting forth in reasonable detail the conduct alleged to be a basis for a termination for Good Reason. The Executive shall not have the right to terminate his employment for Good Reason # if, within the 30-day period following delivery of his Noticethe Executive’s written notice, the Company or Parent, as applicable, shall have cured the conduct alleged to be a basis for termination for Good Reason and # absent such cure, unless the Executive actually terminates employment within 45 days following the end of Termination.the Company’s Cure Period.