GOOD REASON. In order for Employee to resign for Good Reason, Employee must provide written notice to the Company of the existence of the Good Reason condition within thirty (30) days of the initial existence of such Good Reason condition. Upon receipt of such notice, the Company will have thirty (30) days during which it may remedy the Good Reason condition and not be required to provide for the benefits described in Section 4(b) above as a result of such proposed resignation if successfully remedied. If the Good Reason condition is not remedied within such thirty (30) day period, Employee may resign based on the Good Reason condition specified in the notice effective no later than thirty (30) days following the expiration of the thirty (30) day cure period. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without Employee’s consent: # a material reduction of Employee’s Base Salary not generally applicable to other executive-level employees of the Company, # a material diminution of the Employee’s authority, duties, or responsibilities, # a relocation of Employee’s primary workplace to a location that is more than fifty (50) miles from the location of Employee’s primary workplace as of the date hereof, or # the Company’s material breach of this Agreement.

provided, however, that Employee must provide written notice to the Board of the condition that could constitute a “Good Reason” event within ninety (90) days of the initial existence of such condition and such condition must not have been remedied by the Company within thirty (30) days (the “Cure Period”) of such written notice. Employee’s Resignation for Good Reason must occur within six (6) months following the initial existence of such condition.

For purposes of this Agreement, “Good Reason” will mean any of the following conditions arising without your consent: # a material reduction of your then-current base salary; # a material reduction in your authority, duties or responsibilities; or # a material change in the geographic location of your principal place of employment, provided that a relocation of less than 50 miles from your then-principal place of employment will not be considered a material change in geographic location. Notwithstanding the foregoing or anything to the contrary in this Agreement, in order to qualify as a resignation for Good Reason, # you must provide written notice to the Company of the existence of any of the foregoing conditions that forms the basis for such resignation within 30 days following its initial existence, # the Company must fail to remedy such condition within 30 days following such notice, and # your termination of employment with the Company or Affiliate must occur within 30 days following the Company’s failure to remedy such condition (and in no event later than 90 days following the initial existence of such condition).

to resign for Good Reason, Employee must provide written notice to the Company within thirty (30) days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Employee’s resignation, allow the Company at least thirty (30) days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Employee must resign from all positions Employee then holds with the Company not later than thirty (30) days after the expiration of the cure period.

Good Reason. For purposes of this Agreement, “Good Reason” means: # a material reduction in Executive’s duties (including responsibilities and/or authorities) or an adverse change in job position (including an adverse change in title); # any material breach by the Parent or the Company of any material written obligation to Executive; or # relocation of Executive’s principal place of employment to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation. In order for Executive to resign with Good Reason, Executive must provide written notice of the event claimed to constitute Good Reason to the Company’s Board or Chief Executive Officer within 60 days after he first becomes aware of such event. Executive must then allow the Company at least 30 days from receipt of such written notice (the “Cure Period”) to cure such event, and if such event is not reasonably cured by the Company within such Cure Period, Executive must then resign from his employment not later than 30 days after the expiration of the Cure Period.