GOOD REASON. “Good Reason” for the Executive to terminate the Executive’s employment hereunder shall mean the occurrence of any of the following conditions during the Employment Term without the Executive’s express written consent; provided that any resignation by the Executive due to any of the following conditions shall only be deemed for Good Reason if: # the Executive gives the Company written notice of the intent to terminate for Good Reason within sixty (60) days following the first occurrence of the condition(s) that the Executive believes constitutes Good Reason, which notice shall describe such condition(s); # the Company fails to remedy, if remediable, such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”) of such condition(s) from the Executive; and # the Executive actually resigns his employment within the first thirty (30) days after expiration of the Cure Period:

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.

provided however, that any resignation by the Executive due to any of the following conditions shall only be deemed for Good Reason if: # the Executive gives the Company written notice of the intent to terminate for Good Reason within 90 days following the first occurrence of the condition(s) that the Executive believes constitutes Good Reason, which notice shall describe such condition(s); # the Company fails to remedy, if remediable, such condition(s) within 15 days following receipt of the written notice (the “Cure Period”) of such condition(s) from the Executive; and # Executive actually resigns his employment within the first 15 days after expiration of the Cure Period.

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.

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 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.

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. In the event the Executive seeks to terminate his or her employment for Good Reason, the Executive shall comply with the “Good Reason Process” (hereinafter defined) following the occurrence of any purported Good Reason. “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 or determines in its reasonable good faith discretion that a Good Reason condition has not occurred during the Cure Period, Good Reason shall be deemed not to have occurred.