Manner of Termination. Your employment with the Company hereunder may be terminated upon the earliest to occur of the following events: # your death or Disability (as defined below); # your resignation without Good Reason (as defined below) on at least three (3) months’ prior written notice (and you hereby acknowledge and agree that no limitation or restriction of your authority, duties or responsibilities during such notice period shall, in any event, constitute Good Reason); # your resignation for Good Reason (as defined below); # termination of your employment by the Company without Cause (as defined below); or # termination of your employment by the Company for Cause. The date on which your employment is terminated hereunder for any reason is referred to herein as the “Termination Date.”

Any termination of the Employment Period by the Company (other than termination upon your death) or by you must be communicated by written notice (in either case, a “Notice of Termination”) to you, if the Company is the terminating party, or to the Company, if you are the terminating party. For purposes of this letter agreement, “Termination Date” means # if the Employment Period is terminated due to your death, the date of your death and # if the Employment Period is terminated due to your Disability, by the Company (for Cause or without Cause) or by you (for Good Reason or without Good Reason), the date specified in the Notice of Termination (which may not be earlier than the date of such Notice of Termination). Notwithstanding anything contained herein to the contrary, any termination of the Employment Period by you must be communicated to the Company no less than 30 days prior to the intended Termination Date.