Resignation by Executive for Good Reason. The Executive may terminate his employment (which shall constitute a termination of this Agreement) upon thirty (30) days’ written notice to the Company of his resignation for Good Reason (as defined below), detailing the circumstances constituting Good Reason; provided that the Company in its sole discretion may elect to add any portion of such notice to the Severance Period (defined below) rather than have Executive work the full notice. As used herein, “Good Reason” shall mean any of the following without the Executive’s consent: # breach by the Company of this Agreement or any other Agreement between the Company and Executive; # a requirement that Executive do anything that the Executive believes in good faith to be illegal after consulting with an attorney duly licensed to practice and in good standing with the Bar of the applicable state; or # a material reduction in Executive’s compensation or benefits, provided that the foregoing factors # – # shall only constitute “Good Reason” in the event that Executive provides the Company written notice of the circumstances that would constitute “Good Reason” if not cured as provided herein and the Company does not cure such circumstances within thirty (30) days of receipt of such written notice. In the event of termination of Executive’s employment for Good Reason, the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Executive; and, in the event that the Executive resigns his employment hereunder with Good Reason prior to July 1, 2021, and provided that Executive # signs and returns to the Company a timely and effective separation agreement containing a general release of claims and other customary terms in the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and # continues to comply with his post-employment covenants in this Agreement and any other agreement between the Executive and the Company, the Company will continue to pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months following the date of termination (“Severance Period”), and upon Executive’s timely election of statutory continuation coverage the Company will pay on Executive’s behalf or reimburse Executive for the cost of statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the premiums for such insurance at the same rate as during employment) for the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term..

Voluntary Resignation by Executive for Good Reason. TheReason/Severance. Executive may terminate his employment (which shall constitute a termination of this Agreement) uponvoluntarily resign Executive’s position with the Company for Good Reason, at any time on thirty (30) days’ advance written notice. Executive shall provide notice to the Company of histhe condition giving rise to “Good Reason” within ninety (90) days of the initial existence of such condition and the Company shall have thirty (30) days following such notice to remedy such condition. Executive’s right to terminate Executive’s employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness. In the event of Executive’s resignation for Good Reason (as defined below), detailing the circumstances constituting Good Reason; provided that the CompanyReason, Executive will be entitled to receive Executive’s Base Salary then in its sole discretion may elect to add any portion of such noticeeffect, prorated to the date of termination, Accrued Benefits, and the Severance Period (defined below) rather than havePackage described in Section 7.2 above, provided Executive workcomplies with all of the full notice. As used herein,Severance Obligations. Further, Executive shall be entitled to any amounts owing to the Executive for reimbursement of expenses properly incurred by Executive prior to the date of termination which are reimbursable in accordance with Section 6 of this Agreement. All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. For purposes of this Agreement, “Good Reason” shall meanmeans the occurrence of any of the following events or conditions, without the Executive’s consent:express written consent (which consent may be denied, withheld or delayed for any reason): # a material reduction in Executive’s title, duties, authority or responsibilities; # a material non-voluntary reduction by the Company in the Executive’s annual Base Salary as in effect as of the date hereof; # a material change in Executive’s business location of more than thirty (30) miles; # the material breach by the Company of this AgreementAgreement; or # the failure of any other Agreement betweensuccessor-in-interest to assume all of the obligations of the Company and Executive; # a requirement that Executive do anything that the Executive believes in good faith to be illegal after consulting with an attorney duly licensed to practice and in good standing with the Bar of the applicable state; or # a material reduction in Executive’s compensation or benefits, provided that the foregoing factors # – # shall only constitute “Good Reason” in the event that Executive provides the Company written notice of the circumstances that would constitute “Good Reason” if not cured as provided herein and the Company does not cure such circumstances within thirty (30) days of receipt of such written notice. In the event of termination of Executive’s employment for Good Reason, the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Executive; and, in the event that the Executive resigns his employment hereunder with Good Reason prior to July 1, 2021, and provided that Executive # signs and returns to the Company a timely and effective separation agreement containing a general release of claims and other customary terms in the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and # continues to comply with his post-employment covenants inunder this Agreement and any other agreement between the Executive and the Company, the Company will continue to pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months following the date of termination (“Severance Period”), and upon Executive’s timely election of statutory continuation coverage the Company will pay on Executive’s behalf or reimburse Executive for the cost of statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the premiums for such insurance at the same rate as during employment) for the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term..Agreement.

Termination Without Cause or Resignation by Executive for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing thirty (30) days’ notice. The Executive may terminate his employment (which shall constitute a termination of this Agreement)resign for Good Reason during the Contract Period upon thirty (30) days’ written notice toin accordance with the requirements of Section 1(e). If the Company of his resignation for Good Reason (as defined below), detailing the circumstances constituting Good Reason; provided that the Company in its sole discretion may elect to add any portion of such notice to the Severance Period (defined below) rather than have Executive work the full notice. As used herein, “Good Reason” shall mean any of the following withoutterminates the Executive’s consent: # breach byemployment during the Company of this AgreementContract Period without Cause or any other Agreement between the Company and Executive; # a requirement that Executive do anything thatif the Executive believes in good faith to be illegal after consulting with an attorney duly licensed to practice and in good standing with the Bar of the applicable state; or # a material reduction in Executive’s compensation or benefits, provided that the foregoing factors # – # shall only constitute “Good Reason” in the event that Executive provides the Company written notice of the circumstances that would constitute “Good Reason” if not cured as provided herein and the Company does not cure such circumstances within thirty (30) days of receipt of such written notice. In the event of termination of Executive’s employmentResigns for Good Reason, the Company shall pay the Executive the severance amounts set forth in this Section 9 below, subject to # the Executive’s execution and non-revocation of a written release of all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements betweenclaims against the Company and all related parties with respect to all matters arising out of the Executive; and, inExecutive’s employment by the event thatCompany, or the Executive resigns his employment hereunder with Good Reason prior to July 1, 2021, and provided that Executive # signs and returns to the Company a timely and effective separation agreement containing a general release of claims and other customary termstermination thereof, substantially in the form provided by the Company at the time employment is terminatedattached hereto as Exhibit A (the “Separation Agreement”“Release”), and # continues to complythe Executive’s continued compliance with his post-employmentthe restrictive covenants referenced in this Agreement and any other agreement between the Executive and the Company, the Company will continue to pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months following the date of termination (“Severance Period”), and upon Executive’s timely election of statutory continuation coverage the Company will pay on Executive’s behalf or reimburse Executive for the cost of statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the premiums for such insurance at the same rate as during employment) for the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term..Section 11 below.

ResignationTermination by the Executive for Good Reason. The Executive may terminate his employment (which shall constitute a terminationfor Good Reason. For purposes of this Agreement) upon thirty (30) days’Agreement, “Good Reason” means the existence of any one or more of the following conditions without the Executive’s consent, provided Executive shall submit written notice to the CompanyCEO within 45 days such condition(s) first arise specifying the condition(s): # a material change in or reduction of his resignation for Good Reason (as defined below), detailing the circumstances constituting Good Reason; provided thatExecutive’s authority, duties and responsibilities, or the Company in its sole discretion may elect to add any portion of such noticeassignment to the Severance Period (defined below) rather than have Executive work the full notice. As used herein, “Good Reason” shall mean any of the following without the Executive’s consent: # breach by the Company of this Agreement or any other Agreement between the Company and Executive; # a requirement that Executive do anything that the Executive believes in good faith to be illegal after consulting with an attorney duly licensed to practice and in good standingduties materially inconsistent with the Bar ofExecutive’s position with the applicable state; orCompany; # a material reduction in Executive’the Executive’s compensationthen current Base Salary or benefits, provided thatTarget Annual Bonus opportunity; or # the foregoing factors # – # shall only constitute “Good Reason” in the eventrequirement that Executive providesrelocate to an office location more than fifty (50) miles from the CompanySan Diego, California area. Upon receipt of written notice offrom the circumstances that would constitute “Good Reason” if not cured as provided herein and the Company does not cure such circumstances within thirty (30) days of receipt of such written notice. In the event of termination of Executive’s employment forExecutive regarding a condition constituting Good Reason, the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued throughthen have 30 days to correct the condition (the “Cure Period”). If such condition is not corrected by the last day of the Cure Period, the Executive’s resignation for Good Reason shall become effective date of termination or as required by law, and shall comply withon the terms of any applicable benefits plans and agreements between31st day following the Company and the Executive; and, in thewritten notice. The Executive’s continued employment during these periods subsequent to an event that the Executive resigns his employment hereunder withmay constitute Good Reason priorshall not be deemed to July 1, 2021, and provided that Executive # signs and returns to the Companybe a timely and effective separation agreement containing a general releasewaiver of claims and other customary terms in the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and # continues to comply with his post-employment covenants inrights under this Agreement and any other agreement between the Executive and the Company, the Company will continue to pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months following the date of termination (“Severance Period”), and upon Executive’s timely election of statutory continuation coverage the Company will pay on Executive’s behalf or reimburse Executive for the cost of statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the premiums for such insurance at the same rate as during employment) for the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term..provision.

ResignationNotwithstanding any other provision of this Agreement, Executive's employment under this Agreement may be terminated during the Employment Period by Executive for Good Reason. TheReason, if one of the forgoing events shall occur without the prior consent of Executive. Any such termination by Executive may terminate his employment (whichfor Good Reason shall constitute a termination of this Agreement) upon thirty (30) days’be made by Executive providing written notice to the Company of his resignationspecifying the event relied upon for such termination and given within sixty (60) days after such event. Any termination by Executive for Good Reason (as defined below), detailingshall be effective thirty (30) days after the circumstances constituting Good Reason; provided thatdate Executive has given the Company in its sole discretion may electsuch written notice setting forth the grounds for such termination with specificity. However, Good Reason shall exist with respect to add any portion ofan above specified matter only if such notice to the Severance Period (defined below) rather than have Executive work the full notice. As used herein, “Good Reason” shall mean any of the following without the Executive’s consent: # breachmatter is not corrected by the Company of this Agreement or any other Agreement between the Company and Executive; # a requirement that Executive do anything that the Executive believes in good faith to be illegal after consulting with an attorney duly licensed to practice and in good standing with the Bar of the applicable state; or # a material reduction in Executive’s compensation or benefits, provided that the foregoing factors # – # shall only constitute “Good Reason” in the event that Executive provides the Company written notice of the circumstances that would constitute “Good Reason” if not cured as provided herein and the Company does not cure such circumstances within thirty (30) days of its receipt of such written notice. In thenotice of such matter from Executive, and in no event ofshall a termination of Executive’s employment for Good Reason, the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Executive; and, in the event that the Executive resigns his employment hereunder with Good Reason prior to July 1, 2021, and provided that Executive # signs and returns to the Company a timely and effective separation agreement containing a general release of claims and other customary terms in the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and # continues to comply with his post-employment covenants in this Agreement and any other agreement between the Executive and the Company, the Company will continue to pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months following the date of termination (“Severance Period”), and upon Executive’s timely election of statutory continuation coverage the Company will pay on Executive’s behalf or reimburse Executive for the cost of statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the premiums for such insurance at the same rate as during employment) for the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term..#4831-1006-7512v2

Resignation by Executive for Good Reason. The Executive may terminate his employment (which shall constitute a terminationfor Good Reason if # the Executive provides written notice of this Agreement) upon thirty (30) days’ written noticesuch Good Reason to the Company within ninety (90) days of his resignation forits initial existence, # such Good Reason (as defined below), detailing the circumstances constituting Good Reason; provided thathas not been corrected or cured by the Company in its sole discretion may elect to add any portionwithin thirty (30) days after receipt by the Company of written notice thereof, and # thereafter, the Executive provides a Notice of Termination within two years of the initial existence of such notice to the Severance Period (defined below) rather than have Executive work the full notice. As used herein,Good Reason. For purposes of this Agreement “Good Reason” shall mean any of the following without the Executive’s consent: # breach by the Company of this Agreement or any other Agreement between the Company and Executive; # a requirement that Executive do anything that the Executive believes in good faith to be illegal after consulting with an attorney duly licensed to practice and in good standing with the Bar of the applicable state; or # a material reduction in Executive’s compensation or benefits, provided that the foregoing factors # – # shall only constitute “Good Reason” in the event that Executive provides the Company written notice of the circumstances that would constitute “Good Reason” if not cured as provided herein and the Company does not cure such circumstances within thirty (30) days of receipt of such written notice. In the event of termination of Executive’s employment for Good Reason, the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Executive; and, in the event that the Executive resigns his employment hereunder with Good Reason prior to July 1, 2021, and provided that Executive # signs and returns to the Company a timely and effective separation agreement containing a general release of claims and other customary terms in the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and # continues to comply with his post-employment covenants in this Agreement and any other agreement between the Executive and the Company, the Company will continue to pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months following the date of termination (“Severance Period”), and upon Executive’s timely election of statutory continuation coverage the Company will pay on Executive’s behalf or reimburse Executive for the cost of statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the premiums for such insurance at the same rate as during employment) for the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term..following:

ResignationTermination by Executive. Executive shall have the right to terminate her employment, whether or not for “Good Reason” (as hereinafter defined), but, in all events, Executive shall give Company notice pursuant to a written “Notice of Termination” (as defined below). If the termination by Executive is other than for Good Reason: # Executive must give Company a Notice of Termination not less than forty five (45) days prior to the date her termination of employment will be effective, and # Executive shall have no right to severance compensation of any kind, or any right to salary or other benefits for any period after such date of termination. If termination is by Executive for Good Reason. The Executive may terminate his employment (which shall constitute a termination of this Agreement) upon thirty (30) days’ written noticeReason, Executive’s rights to the Company of his resignation for Good Reason (as defined below), detailing the circumstances constituting Good Reason; provided that the Company in its sole discretion may elect to add any portion of such notice to the Severance Period (defined below) rather than have Executive work the full notice. As used herein, “Good Reason” shall mean any of the following without the Executive’s consent: # breach by the Company ofcompensation and benefits under this Agreement or any other Agreement between the Company and Executive; # a requirement that Executive do anything that the Executive believesshall be as set forth in good faith to be illegal after consulting with an attorney duly licensed to practice and in good standing with the Bar of the applicable state; or # a material reduction in Executive’s compensation or benefits, provided that the foregoing factors # – # shall only constitute “Good Reason” in the event that Executive provides the Company written notice of the circumstances that would constitute “Good Reason” if not cured as provided herein and the Company does not cure such circumstances within thirty (30) days of receipt of such written notice. In the event of termination of Executive’s employment for Good Reason, the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Executive; and, in the event that the Executive resigns his employment hereunder with Good Reason prior to July 1, 2021, and provided that Executive # signs and returns to the Company a timely and effective separation agreement containing a general release of claims and other customary terms in the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and # continues to comply with his post-employment covenants in this Agreement and any other agreement between the Executive and the Company, the Company will continue to pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months following the date of termination (“Severance Period”), and upon Executive’s timely election of statutory continuation coverage the Company will pay on Executive’s behalf or reimburse Executive for the cost of statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the premiums for such insurance at the same rate as during employment) for the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term.[Section 5.5].

ResignationTermination by Executive for Good Reason. TheExecutive. Executive may terminate his employment (which shall constitute a termination of this Agreement) upon thirty (30) days’hereunder with or without Good Reason (as defined below) by written notice to the CompanyBoard of his resignation for Good Reason (as defined below), detailing the circumstances constituting Good Reason; provided that the Company in its sole discretion may elect to add any portionDirectors of Employer effective 60 days after receipt of such notice to the Severance Period (defined below) rather than have Executive work the full notice. As used herein, “Good Reason” shall mean any of the following without the Executive’s consent: # breach by the CompanyBoard of this Agreement or any other Agreement between the Company and Executive; # a requirement that Executive do anything that the Executive believes in good faith to be illegal after consulting with an attorney duly licensed to practice and in good standing with the Bar of the applicable state; or # a material reduction in Executive’s compensation or benefits, provided that the foregoing factors # – # shall only constitute “Good Reason” inDirectors. In the event that Executive provides the Company written notice of the circumstances that would constitute “Good Reason” if not cured as provided herein and the Company does not cure such circumstances within thirty (30) days of receipt of such written notice. In the event of termination of Executive’sterminates his employment hereunder for Good Reason, Executive shall be entitled to the Companysalary specified in Section 6(e). Executive shall paynot be required to render any further services to Employer. Upon termination of employment by Executive all compensation, benefits and reimbursable expenses accrued throughwithout Good Reason, Executive shall be entitled to no further compensation under this Agreement. “Good Reason” shall be the effective date of termination or as requiredfailure by law, and shallEmployer to comply with the termsprovisions of Section 4(a) or material breach by Employer of any applicable benefits plans and agreements between the Company and the Executive; and, in the event that the Executive resigns his employment hereunder with Good Reason prior to July 1, 2021, and provided that Executive # signs and returns to the Company a timely and effective separation agreement containing a general releaseother provision of claims and other customary terms in the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and # continues to comply with his post-employment covenants in this Agreement and any other agreement between the Executive and the Company, the Company willAgreement, which failure or breach shall continue to pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months followingmore than 30 days after the date on which the Board of termination (“Severance Period”), and upon Executive’s timely electionDirectors of statutory continuation coverage the Company will pay on Executive’s behalf or reimburse Executive for the cost of statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the premiums forEmployer receive such insurance at the same rate as during employment) for the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term..notice.

Resignation by Executive“Good Reason” means Executive’s resignation as a result of a Good Reason Condition. In order to resign for Good Reason. TheReason, Executive may terminate his employment (which shall constitute a termination of this Agreement) upon thirty (30) days’must provide written notice to the Company of his resignation forthe existence of the Good Reason (as defined below), detailing the circumstances constituting Good Reason; provided that the Company in its sole discretion may elect to add any portion of such notice to the Severance Period (defined below) rather than have Executive work the full notice. As used herein, “Good Reason” shall mean any of the following without the Executive’s consent: # breach by the Company of this Agreement or any other Agreement between the Company and Executive; # a requirement that Executive do anything that the Executive believes in good faith to be illegal after consulting with an attorney duly licensed to practice and in good standing with the Bar of the applicable state; or # a material reduction in Executive’s compensation or benefits, provided that the foregoing factors # – # shall only constitute “Good Reason” in the event that Executive provides the Company written notice of the circumstances that would constitute “Good Reason” if not cured as provided herein and the Company does not cure such circumstancesCondition within thirty (30) days of the initial existence of such Good Reason Condition. Upon receipt of such written notice. Innotice of the event of termination of Executive’s employment for Good Reason, the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Executive; and, in the event that the Executive resigns his employment hereunder with Good Reason prior to July 1, 2021, and provided that Executive # signs and returns to the Company a timely and effective separation agreement containing a general release of claims and other customary terms in the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and # continues to comply with his post-employment covenants in this Agreement and any other agreement between the Executive and the Company,Condition, the Company will continue to pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) forbe provided with a period of 3 months followingthirty (30) days during which it may remedy the date of termination (“Severance Period”),Good Reason Condition and upon Executive’s timely election of statutory continuation coverage the Company will pay on Executive’s behalf or reimburse Executivenot be required to provide for the costpayments and benefits described in Section 4 as a result of statutory continuation coveragesuch proposed resignation due to the Good Reason Condition specified in the notice. If the Good Reason Condition is not remedied within the period specified in the preceding sentence, Executive may resign for eligible group insurance benefits (minus Executive’s shareGood Reason based on the Good Reason Condition specified in the notice, provided that such resignation must occur within sixty (60) days after the initial existence of the premiums for such insurance at the same rate as during employment) for the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term..Good Reason Condition.

Resignation“Good Reason” shall mean: # the material breach by Executive for Good Reason. The Executive may terminate his employment (which shall constitute a termination of this Agreement) upon thirty (30) days’ written notice tothe Employer or the Company of his resignation for Good Reason (as defined below), detailing the circumstances constituting Good Reason; provided that the Company in its sole discretion may elect to add any portion of such notice to the Severance Period (defined below) rather than have Executive work the full notice. As used herein, “Good Reason” shall mean any of the following without the Executive’s consent: # breach by the Companymaterial provision of this Agreement or any other Agreementagreement by and between the CompanyExecutive and any of the Companies affecting the terms of the Executive’s employment with any of the Companies, which breach, if curable, is not remedied within thirty (30) days after the Employer’s or the Company’s receipt of written notice thereof from the Executive; # a requirement that Executive do anything thatthe material diminution of the Executive’s position, authority, duties or responsibilities with respect to any of the Companies or the assignment to the Executive believesof duties and responsibilities that are materially inconsistent with those duties and responsibilities customarily assigned to a president and chief executive officer of a similarly situated company; # the failure of any successor of the Company or the Employer to assume in good faitha writing delivered to be illegal after consultingthe Executive and reasonably satisfactory to the Executive the obligations of this Agreement; # solely with an attorney duly licensedrespect to practice and[Section 4.1], a reduction in good standingthe Executive’s base salary which reduction is not commensurate with that of similarly situated executive officers; # solely with respect to [Section 4.2], a reduction in the Executive’s base salary regardless of whether such reduction is or is not commensurate with that of similarly situated executive officers; # solely with respect to [Section 4.1], treatment of the Executive under the Executive Bonus Plan or under any other executive bonus plan in which similarly situated executive officers of the Company are eligible to participate in a manner inconsistent in any material respect with the Bartreatment under such plan of such similarly situated executive officers, including, without limitation, with respect to eligibility to participate in such plan, conditions and criteria for earning bonuses thereunder and the amount of bonuses thereunder; or # solely with respect to [Section 4.2], any modification of the applicable state;Executive Bonus Plan or #any other executive bonus plan in which similarly situated executive officers of the Company are eligible to participate in a material reduction inmanner that will materially change the Executive’s compensationtreatment under such plan including, without limitation, with respect to eligibility to participate in such plan, conditions and criteria for earning bonuses thereunder and the amount of bonuses thereunder and regardless of whether such material change is or benefits, providedis not commensurate with that the foregoing factors # – # shallof similarly situated executive officers. Any termination by Executive for Good Reason may only constitute “Good Reason” in the event thatoccur if Executive provides the Company written notice of termination for Good Reason within forty-five (45) days after Executive learns about the circumstances that would constitute “Good Reason” if not cured as provided hereinoccurrence of the event giving rise to the claim of Good Reason and the Company does not cure such circumstancesor the Employer fails to remedy the matter within thirty (30) days of receipt of such written notice. In the event of termination of Executive’s employment for Good Reason, the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Executive; and, in the event that the Executive resigns his employment hereunder with Good Reason prior to July 1, 2021, and provided that Executive # signs and returns to the Company a timely and effective separation agreement containing a general release of claims and other customary terms in the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and # continues to comply with his post-employment covenants in this Agreement and any other agreement between the Executive and the Company, the Company will continue to pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months following the date of termination (“Severance Period”), and upon Executive’s timely election of statutory continuation coverage the Company will pay on Executive’s behalf or reimburse Executive for the cost of statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the premiums for such insurance at the same rate as during employment) for the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term..notice from Executive.