Termination by the Company Without Cause or by Executive With Good Reason. If # Executive’s employment is terminated by the Company without Cause (as defined below) or # Executive terminates for Good Reason (as defined below), then, subject to [Section 8], Executive will receive, in addition to the compensation set forth in [Section 6], a grant of one hundred thousand (100,000) shares of the Company’s common stock, which shall be vested on the date on which they are issued.

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..

Involuntary Termination Without Cause by the [[Organization A:Organization]]; Resignation by Executive for Good Reason. The [[Organization A:Organization]] shall be entitled to terminate Executive with 60-days’ notice, other than a Termination for Cause, and Executive shall be entitled to resign with or without Good Reason, in each case at any time; provided, however, that if Executive # is terminated by the [[Organization A:Organization]] other than in circumstances constituting a Termination for Cause, or # resigns for Good Reason, then Executive shall be solely entitled to receive:

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 of the following events without the Executive’s consent:

Termination by ​ Without Cause or By the Executive With Good Reason. If:

Termination by the Company without Cause or by the Executive with Good Reason.

Definition of Covered Termination. For purposes hereof, “Covered Termination” shall mean the termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, and shall not include a termination due to Executive’s death or disability.

Termination for Cause or Resignation Other Than for Good Reason. Executive’s employment may be terminated for Cause, effective upon the Company’s delivery to Executive of a Notice of Termination or the Executive may resign. If Executive’s employment is terminated for Cause or Executive resigns other than for Good Reason, Executive will receive:

Termination By CEO For Good Reason. CEO may terminate his employment immediately at any time for good reason (as hereinafter defined) upon written notice to USPB. For purposes of this Subsection, "good reason" shall mean the occurrence of any of the following:

Termination by Employee with Good Reason. Employee may terminate her employment under this Agreement for Good Reason; provided that # Employee gives written notice to the Board of Directors within sixty (60) days of the event constituting Good Reason; # the Company has not cured the event giving rise to such notice within thirty (30) days of receipt of Employee’s notice; and # Employee resigns her employment within thirty (30) days following the expiration of such cure period. The term “Good Reason” shall mean any of the following actions that are taken without Employee’s