Common use of Involuntary Termination Clause in Contracts

Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the significant reduction of the Employee’s duties or responsibilities relative to the Employee’s duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 miles from the Employee’s then present location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s Optionee's express written consent, the significant reduction of the Employee’s Optionee's duties or responsibilities relative to the Employee’s Optionee's duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”"; (ii) without the Employee’s Optionee's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee Optionee immediately prior to such reduction; (iii) without the Employee’s Optionee's express written consent, a material reduction by the Company in the Base Compensation or Target Incentive base compensation of the Employee Optionee as in effect immediately prior to such reduction, or the ineligibility of the Employee Optionee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee Optionee is entitled immediately prior to such reduction with the result that the Employee’s Optionee's overall benefits package is significantly reduced; (v) the relocation of the Employee Optionee to a facility or a location more than 50 miles from the Employee’s Optionee's then present location, without the Employee’s Optionee's express written consent; (vi) any purported termination of the Employee Optionee by the Company which is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 belowI.(ii) above.

Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the significant a material reduction of the Employee’s duties duties, position or responsibilities relative to the Employee’s duties duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position, duties and made part of a larger entity (asresponsibilities, for exampleunless the Employee is provided with comparable or greater duties, when the Chief Financial Officer of Company remains as such following a Change of Control position and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, material reduction by the Company of the facilities and perquisites (including office space and location) available to the Employee Employee’s base salary as in effect immediately prior to such reduction; (iii) without the Employee’s express written consent, the imposition of a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) requirement for the relocation of the Employee to a facility or a location more than 50 fifty (50) miles from the Employee’s then present current work location, without the Employee’s express written consent; (viiv) any purported termination of the Employee Employee’s employment by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (viiv) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 6 below. In order to be considered an Involuntary Termination with regards to parts (i)-(iii) and (v) of this Section 1(c), (1) the Employee’s termination from employment must have occurred within six (6) months following the initial existence of the condition giving rise to the Involuntary Termination, (2) within thirty (30) days following the initial existence of the condition giving rise to the Involuntary Termination, the Employee must have provided the Company with notice of the existence of such condition pursuant to Section 8(b), and (3) upon receipt of the notice of the condition from Employee, the Company failed to cure the condition within thirty (30) days.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the significant reduction of the Employee’s 's duties or responsibilities relative to the Employee’s 's duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”"; (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s 's express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s Purchaser's express written consent, the significant reduction of the Employee’s Purchaser's duties or responsibilities relative to the Employee’s Purchaser's duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”"; (ii) without the Employee’s Purchaser's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee Purchaser immediately prior to such reduction; (iii) without the Employee’s Purchaser's express written consent, a material reduction by the Company in the Base Compensation or Target Incentive base compensation of the Employee Purchaser as in effect immediately prior to such reduction, or the ineligibility of the Employee Purchaser to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee Purchaser is entitled immediately prior to such reduction with the result that the Employee’s Purchaser's overall benefits package is significantly reduced; (v) the relocation of the Employee Purchaser to a facility or a location more than 50 miles from the Employee’s Purchaser's then present location, without the Employee’s Purchaser's express written consent; (vi) any purported termination of the Employee Purchaser by the Company which is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 4(f) below.

Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the significant reduction of the Employee’s duties authority or responsibilities relative to the Employee’s duties duties, authority or responsibilities as in effect immediately prior to such reduction; provided, howeveror the assignment to Employee of such reduced duties, that a reduction in duties authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive base salary of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits benefits, including bonuses, to which the Employee is was entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 twenty-five (25) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 7(a) below; or (viii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the a significant reduction of the Employee’s duties duties, position or responsibilities relative to the Employee’s duties duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position, duties and made part of a larger entity (asresponsibilities, for exampleunless the Employee is provided with comparable or greater duties, when the Chief Financial Officer of Company remains as such following a Change of Control position and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee’s base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) without the Employee’s express written consent, a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction reduction, with the result that the Employee’s overall benefits package is significantly reduced; (v) without the Employee’s express written consent, the imposition of a requirement for the relocation of the Employee to a facility or a location more than 50 fifty (50) miles from the Employee’s then present current work location, without the Employee’s express written consent; (vi) any purported termination of the Employee Employee’s employment by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 6 below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) mean, ----------------------- without the Employee’s 's express written consent, the (i) a significant reduction of the Employee’s duties 's duties, position or responsibilities relative to responsibilities, or the Employee’s duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue removal of the Company being acquired Employee from such position and made part responsibilities, unless the Employee is provided with a comparable position (i.e., a position of a larger entity (asequal or greater organizational level, for exampleduties, when the Chief Financial Officer of Company remains as such following a Change of Control authority, compensation and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”status); (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility other than a reduction which is part of the Employee to continue to participate in any long-term incentive plan and generally consistent with a general reduction of the Companycomparable employee salaries; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced, other than a reduction which is part of and generally consistent with a general reduction of comparable employee benefits packages; (v) the relocation of the Employee to a facility or a location more than 50 25 miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or death, Disability or for Cause; , or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 9 below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the significant reduction of the Employee’s 's duties authority or responsibilities relative to the Employee’s duties 's duties, authority or responsibilities as in effect immediately prior to such reduction; provided, howeveror the assignment to Employee of such reduced duties, that a reduction in duties authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive base salary of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits benefits, including bonuses, to which the Employee is was entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 twenty-five (25) miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 7(a) below; or (viii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the a significant reduction of the Employee’s duties duties, position or responsibilities relative to the Employee’s duties duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position, duties and made part of a larger entity responsibilities, unless the Employee is provided with comparable duties, position and responsibilities (as, for example, when following a Change of Control, the Chief Financial Officer of the Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”entity); (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee’s base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) without the Employee’s express written consent, the relocation of the Employee to a facility or a location more than 50 fifty (50) miles from the Employee’s then present his current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 6 below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the a significant reduction of the Employee’s duties 's duties, position or responsibilities relative to the Employee’s duties 's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of the Company remains as such following a Change of Control and but is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”; ;" (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee's base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than 50 fifty (50) miles from the Employee’s then present his current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 6 below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without a reduction by the Employee’s express written consent, Company in the significant reduction Base Pay of the Employee’s duties or responsibilities relative to the Employee’s duties or responsibilities Employee as in effect immediately prior to such reduction; (ii) without the Employee's express written consent, the Company requires the Employee to change the location of his or her job or office, so that he or she will be based at a location more than twenty-five (25) miles from the location of his job or office immediately prior to the Change of Control; (iii) the cost to the Company of Company-provided benefits to Employee, taken as a whole, under plans, arrangements policies and procedures, materially decreases below the cost of the Company-provided benefits to Employee immediately prior to the Change of Control, or the cost to the Employee of such benefits materially increases above the cost to the Employee immediately prior to the Change of Control; however, if such decrease or increase results either from the Company's good faith exercise of business judgment, a decrease that is implemented affecting the majority of Company's employees, or in response to changes in federal or state law, such decrease or increase shall not constitute Involuntary Termination; (iv) the significant reduction of the Employee's duties, authority or responsibilities, relative to the Employee's duties, authority or responsibilities as in effect immediately prior to such reduction, or an assignment to Employee of such reduced duties, authority or responsibilities; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, as for example, example when the Chief Financial Officer of Company Proxim, Inc. remains as such following a Change change of Control control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced"; (v) a successor company fails or refuses to assume the relocation of the Employee to a facility or a location more than 50 miles from the Employee’s then present location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause; or (vii) the failure of the Company to obtain the assumption of Company's obligations under this agreement by any successors contemplated in Section 10 belowAgreement.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the a significant reduction of the Employee’s duties 's duties, position or responsibilities relative to the Employee’s duties 's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Executive Officer of the Company remains as such following a Change of Control and but is not made the Chief Financial Executive Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s 's express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee's base salary or target bonus as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) without the Employee's express written consent, a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee on a full-time basis to a facility or a location more than 50 fifty (50) miles from the Employee’s then present his current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 7 below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the significant reduction of the Employee’s 's duties authority or responsibilities relative to the Employee’s duties 's duties, authority or responsibilities as in effect immediately prior to such reduction; provided, howeveror the assignment to Employee of such reduced duties, that a reduction in duties authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive base salary of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits benefits, including bonuses, to which the Employee is was entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 twenty-five (25) miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 7(a) below; or (viii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee. For avoidance of doubt, the recovery of compensation pursuant to the Company’s clawback policy will not be deemed to be an Involuntary Termination.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the significant reduction of the Employee’s duties 's duties, authority or responsibilities responsibilities, relative to the Employee’s duties 's duties, authority or responsibilities as in effect immediately prior to such reduction; provided, howeveror the assignment to Employee of such reduced duties, that a reduction in duties authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive base salary of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits benefits, including bonuses, to which the Employee is was entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 thirty-five (35) miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 6(a) below; or (viii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the a significant reduction of the Employee’s duties 's duties, position or responsibilities relative to the Employee’s duties 's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of the Company remains as such following a Change of Control and but is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”; ;" (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s 's express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee's base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) without the Employee's express written consent, a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than 50 fifty (45) miles from the Employee’s then present his current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 6 below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) ----------------------- without the Employee’s 's express written consent, the significant reduction of the Employee’s duties 's duties, authority or responsibilities responsibilities, relative to the Employee’s duties 's duties, authority or responsibilities as in effect immediately prior to such reduction; provided, howeveror the assignment to Employee of such reduced duties, that a reduction in duties authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation base salary or Target Incentive target bonus of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is was entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 twenty-five (25) miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) any purported termination of the Employee by the Company which that is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 7(a) below; or (viii) any act or set of facts or circumstances that would, under California case law or statute constitute a constructive termination of the Employee.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the significant reduction of the Employee’s duties 's duties, authority or responsibilities responsibilities, relative to the Employee’s duties 's duties, authority or responsibilities as in effect immediately prior to such reduction; provided, howeveror the assignment to Employee of such reduced duties, that a reduction in duties authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive base salary of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits benefits, including bonuses, to which the Employee is was entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 twenty-five (25) miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 7(a) below; or (viii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the significant reduction of the Employee’s duties or responsibilities relative to the Employee’s duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or any Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 fifty (50) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors Successors contemplated in Section 10 below.

Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the a significant reduction of the Employee’s duties duties, position or responsibilities relative to the Employee’s duties duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position, duties and made part of a larger entity (asresponsibilities, for exampleunless the Employee is provided with comparable or greater duties, when the Chief Financial Officer of Company remains as such following a Change of Control position and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; responsibilities, (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee’s base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) without the Employee’s express written consent, a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction reduction, with the result that the Employee’s overall benefits package is significantly reduced; (v) without the Employee’s express written consent, the imposition of a requirement for the relocation of the Employee to a facility or a location more than 50 fifty (50) miles from the Employee’s then present current work location, without the Employee’s express written consent; (vi) any purported termination of the Employee Employee’s employment by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 6 below.

Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the a significant reduction of the Employee’s duties duties, position or responsibilities relative to the Employee’s duties duties, position or responsibilities in effect immediately prior to such reduction; provided, howeveror the removal of Employee from such position, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, material reduction by the Company of the facilities and perquisites (including office space and location) available to the Employee Employee’s base salary as in effect immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits (including cash and stock bonus plans) to which the Employee is entitled immediately prior to such reduction with the result that the which results in a material adverse change to Employee’s overall benefits package is significantly reducedemployment relationship; (viv) without Employee’s express written consent, the relocation of the Employee to a facility or a location that results in an increase in Employee’s one-way commute from Employee’s residence immediately prior to such relocation by more than 50 miles from the Employee’s then present location, without the Employee’s express written consentfifty (50) miles; (viv) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause; or (viivi) a material breach of this Agreement by the Company, including, but not limited to the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 below7.

Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the a significant reduction of the Employee’s duties duties, position or responsibilities relative to the Employee’s duties duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of the Company remains as such following a Change of Control and but is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; ;” (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee’s base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) without the Employee’s express written consent, a material reduction by the Company in the kind or level of employee benefits (including cash and stock bonus plans) to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) without the Employee’s express written consent, the relocation of the Employee to a facility or a location which increases Employee’s one-way commute from Employee’s residence at the time of the Change of Control by more than 50 miles from the Employee’s then present location, without the Employee’s express written consentthirty (30) miles; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 6 below.

Involuntary Termination. “Involuntary Termination” INVOLUNTARY TERMINATION" shall mean (i) without the Employee’s 's express written consent, the significant reduction of the Employee’s duties 's duties, authority or responsibilities responsibilities, relative to the Employee’s duties 's duties, authority or responsibilities as in effect immediately prior to such reduction; provided, howeveror the assignment to Employee of such reduced duties, that a reduction in duties authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites prerequisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive base salary of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits benefits, including bonuses, to which the Employee is was entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 thirty (30) miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 8(a) below; or (viii) any act or set of facts or circumstances which would, under California case law or statute, constitute a constructive termination of the Employee.

Involuntary Termination. “Involuntary Termination” " shall mean (i) mean, without the Employee’s 's express written consent, the (i) a significant reduction of the Employee’s duties 's duties, position or responsibilities relative to the Employee’s duties 's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of the Company remains as such following a Change of Control and but is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”; ;" (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee's base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 fifty (50) miles from the Employee’s then present his current work location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 5 below.

Involuntary Termination. “Involuntary Termination” Termination shall mean be deemed to occur if Employee is terminated by the Corporation for any reason other than for Cause or Disability (as those terms are defined herein), or if Employee resigns from the Corporation within three (3) months of any of the following events: (i) without (A) a reduction of Employee’s duties and/or responsibilities with­out Employee’s express written consent or (B) the removal of Employee from certain positions in the Corporation with­out Employee’s express written consent, the significant reduction either of the which results in a material diminution in Employee’s duties position or responsibilities relative to with the Employee’s duties or responsibilities Corporation that are in effect immediately prior to such reduction; providedassignment, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”removal; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction (five percent (5%) or greater) by the Company Corporation in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; reduction (ivwith­out Employee’s express written consent) a material reduction by the Company that is not pro rata with reductions in the kind compensation of all other executives in the Corporation; or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (viii) the relocation of the Employee Employee, with­out Employee’s express written consent, to a facility or a location more than 50 forty-five (45) miles from the Employee’s then present location, without residence and the EmployeeCorporation’s express written consent; (vi) any purported termination of the facility at which Employee by the Company which is not effected for death or Disability or for Cause; or (vii) the failure of the Company was working immediately prior to obtain the assumption of this agreement by any successors contemplated in Section 10 belowsuch relocation.

Involuntary Termination. “Involuntary Termination” shall mean (i) without the EmployeeGrantee’s express written consent, the significant reduction of the EmployeeGrantee’s duties or responsibilities relative to the EmployeeGrantee’s duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without the EmployeeGrantee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee Grantee immediately prior to such reduction; (iii) without the EmployeeGrantee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive base compensation of the Employee Grantee as in effect immediately prior to such reduction, or the ineligibility of the Employee Grantee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee Grantee is entitled immediately prior to such reduction with the result that the EmployeeGrantee’s overall benefits package is significantly reduced; (v) the relocation of the Employee Grantee to a facility or a location more than 50 miles from the EmployeeGrantee’s then present location, without the EmployeeGrantee’s express written consent; or (vi) any purported termination of the Employee Grantee by the Company which is not effected for death or Disability or for Cause; , or (vii) any purported termination for which the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 belowgrounds relied upon are not valid.

Involuntary Termination. “Involuntary Termination” shall mean (i) without the EmployeeCovered Person’s express written consent, the assignment to the Covered Person of any duties or the significant reduction of the EmployeeCovered Person’s duties duties, either of which is materially inconsistent with the Covered Person’s position with the Company and responsibilities in effect immediately prior to such assignment, or responsibilities relative to the Employee’s duties removal of the Covered Person from such position and responsibilities, which is not effected for Disability or responsibilities for Cause; (ii) a material reduction by the Company in the base salary and/or bonus of the Covered Person as in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee Covered Person is entitled immediately prior to such reduction with the result that the EmployeeCovered Person’s overall benefits benefit package is significantly reduced; (viv) the relocation of the Employee Covered Person to a facility or a location more than 50 fifty (50) miles from the EmployeeCovered Person’s then present location, without the EmployeeCovered Person’s express written consent; (viv) any purported termination of the Employee Covered Person by the Company which is not effected for death or Disability or for Cause, or any purported termination for Cause for which the grounds relied upon are not valid; or (viivi) the failure of the Company to obtain obtain, on or before the Change of Control, the assumption of the terms of this agreement Agreement by any successors contemplated in Section 10 7 below. An Involuntary Termination shall be effective upon written notice by the Covered Person.

Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the significant reduction of the Employee’s duties duties, authority or responsibilities responsibilities, relative to the Employee’s duties duties, authority or responsibilities as in effect immediately prior to such reduction; provided, howeveror the assignment to Employee of such reduced duties, that a reduction in duties authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive base salary of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits benefits, including bonuses, to which the Employee is was entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 thirty-five (35) miles from the Employee’s then then-present location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 6(a) below; or (viii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

Involuntary Termination. “Involuntary Termination” shall mean (i) any of the following, without the Employee’s express written consent, the (i) a significant reduction of the Employee’s duties duties, position or responsibilities relative to the Employee’s duties duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such when, following a Change of Control and Control, the Chief Executive Officer of the Company remains as the senior executive officer or a division or subsidiary of the acquiror which division or subsidiary contains substantially all of the Company’s business or is of comparable size but is not made the Chief Financial Executive Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee’s base salary or target bonus as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 fifty (50) miles from the Employee’s then present his current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 6 below.

Involuntary Termination. “Involuntary Termination” shall mean (i) without the EmployeeExecutive’s express written consent, the significant assignment to the Executive of any duties or the reduction of the EmployeeExecutive’s duties duties, either of which results in a significant diminution in the Executive’s position or responsibilities relative to with the Employee’s duties or responsibilities Company in effect immediately prior to such reduction; providedassignment, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Executive from such position and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the EmployeeExecutive’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee Executive immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive Salary of the Employee Executive as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee Executive is entitled immediately prior to such reduction with the result that the EmployeeExecutive’s overall benefits package is significantly reduced; (v) the relocation of the Employee Executive to a facility or a location more than 50 25 miles from the EmployeeExecutive’s then present location, without the EmployeeExecutive’s express written consent; (vi) any purported termination of the Employee Executive’s employment by the Company which that is not effected for death or death, Disability or for Cause; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated successor; (viii) any material breach by the Company of any material provision of this Agreement; (ix) any purported termination of the Executive’s employment by the Company that is not effected pursuant to a notice of termination satisfying the requirements of paragraph 19 below, and for purposes of this Agreement, no such purported termination shall be effective; or (x) provision of notice of non-renewal or extension of the Employment Period as provided for in Section 10 belowparagraph 2 above.

Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the a significant reduction of the Employee’s duties duties, position or responsibilities relative to the Employee’s duties duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position, duties and made part of a larger entity (asresponsibilities, for exampleunless the Employee is provided with comparable duties, when the Chief Financial Officer of Company remains as such following a Change of Control position and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee’s base or variable salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) without the Employee’s express written consent, a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) without the Employee’s express written consent, the relocation of the Employee to a facility or a location more than 50 fifty (50) miles from the Employee’s then present his current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 6 below.

Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the a significant reduction of the Employee’s duties duties, position or responsibilities relative to the Employee’s duties duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position, duties and made part of a larger entity (asresponsibilities, for exampleunless the Employee is provided with comparable duties, when the Chief Financial Officer of Company remains as such following a Change of Control position and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee’s base or target incentive cash compensation as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) without the Employee’s express written consent, a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) without the Employee’s express written consent, the relocation of the Employee to a facility or a location more than 50 fifty (50) miles from the Employee’s then present his current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 6 below.

Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the a significant reduction of the Employee’s duties duties, position or responsibilities relative to the Employee’s duties duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position, duties and made part of a larger entity (asresponsibilities, for exampleunless the Employee is provided with comparable duties, when the Chief Financial Officer of Company remains as such following a Change of Control position and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s express written consent, a substantial significant reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive CollaGenex of the Employee Employee’s base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) without the Employee’s express written consent, a material reduction by the Company CollaGenex in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) without the Employee’s express written consent, the relocation of the Employee to a facility or a location more than 50 fifty (50) miles from the Employee’s then present his or her current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which CollaGenex that is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company CollaGenex to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 7 below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the significant reduction of the Employee’s duties 's duties, authority or responsibilities responsibilities, relative to the Employee’s duties 's duties, authority or responsibilities as in effect immediately prior to such reduction; provided, howeveror the assignment to Employee of such reduced duties, that a reduction in duties authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites prerequisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive base salary of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits benefits, including bonuses, to which the Employee is was entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 thirty (30) miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 7(a) below; or (viii) any act or set of facts or circumstances which would, under California case law or statute, constitute a constructive termination of the Employee.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the a significant reduction of the Employee’s duties 's duties, position or responsibilities relative to the Employee’s duties 's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Executive Officer of the Company remains as such following a Change of Control and but is not made the Chief Financial Executive Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s 's express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee's base salary or target bonus as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) without the Employee's express written consent, a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee on a full-time basis to a facility or a location more than 50 fifty (50) miles from the Employee’s then present his current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 8 below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s Purchaser's express written consent, the significant reduction of the Employee’s Purchaser's duties or responsibilities relative to the Employee’s Purchaser's duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”"; (ii) without the Employee’s Purchaser's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee Purchaser immediately prior to such reduction; (iii) without the Employee’s Purchaser's express written 5 consent, a material reduction by the Company in the Base Compensation or Target Incentive base compensation of the Employee Purchaser as in effect immediately prior to such reduction, or the ineligibility of the Employee Purchaser to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee Purchaser is entitled immediately prior to such reduction with the result that the Employee’s Purchaser's overall benefits package is significantly reduced; (v) the relocation of the Employee Purchaser to a facility or a location more than 50 miles from the Employee’s Purchaser's then present location, without the Employee’s Purchaser's express written consent; (vi) any purported termination of the Employee Purchaser by the Company which is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 4(f) below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the a significant reduction of the Employee’s duties 's duties, position or responsibilities relative to the Employee’s duties 's duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position, duties and made part of a larger entity (asresponsibilities, for exampleunless the Employee is provided with comparable duties, when the Chief Financial Officer of Company remains as such following a Change of Control position and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s 's express written consent, a substantial significant reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s 's express written consent, a reduction by CollaGenex of the Employee's base salary as in effect immediately prior to such reduction; (iv) without the Employee's express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company CollaGenex in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than 50 fifty (50) miles from the Employee’s then present his or her current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which CollaGenex that is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company CollaGenex to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 7 below.

Involuntary Termination. “Involuntary Termination” shall mean any of the following without Employee’s written consent: (i) without the any material diminution or material adverse change in Employee’s express written consentposition with the Company, duties, responsibilities or the significant reduction of the positions that report directly to Employee’s duties or responsibilities relative to the Employee’s duties or responsibilities in effect immediately prior to such reduction, unless Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of the Company remains as such following a Change of Control and but is not made the Chief Financial Officer of the acquiring corporationcombined entity) shall not constitute an “Involuntary Termination”; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as Employee’s base salary in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iviii) a material reduction by the Company in the kind or level aggregate program of employee benefits and perquisites to which the Employee is entitled immediately prior to such reduction with reduction, (iv) the result that conviction of, or plea of nolo contendere to, a felony by the Employee’s overall benefits package is significantly reduced; Company, except where Employee has knowingly participated in such felony, (v) the relocation failure of the Company to maintain an effective Directors and Officers indemnification insurance policy that includes Employee under its coverage (after an opportunity to cure such failure, if such cure will fully repair any breach), (vi) a facility or a change in the primary location more than 50 miles from of the Employee’s then present locationwork of more than 35 miles, without or (vii) continued violations of the EmployeeCompany’s express employment-related obligations to Employee which are willful and deliberate after there has been delivered to the Board a written consent; demand from Employee regarding such activities. An Involuntary Termination will also include (viA) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause; , or any purported termination for which the grounds relied upon are not valid, or (viiB) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 6 below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the assignment to the Employee of any duties or the significant reduction of the Employee’s duties or responsibilities relative to 's duties, either of which is inconsistent with the Employee’s duties or 's position with the Company and his/her responsibilities in effect immediately prior to such reduction; providedassignment, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction reduction, with the result that the Employee’s 's overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 30 miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) any purported termination of the Employee by the Company which that is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 9 below; provided, however, that no Involuntary Termination shall be deemed to have occurred if any such successor substitutes an agreement for this Agreement providing comparable severance benefits to those provided for in this Agreement.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the significant a reduction of the Employee’s duties 's duties, position or responsibilities relative to the Employee’s duties 's duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility removal of the Employee to continue to participate in any long-term incentive plan from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) without the Employee's express written consent, a reduction of the CompanyEmployee's base salary or Target Bonus (as set forth in Section 4) in effect immediately prior to such reduction; (iviii) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (viv) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than 50 thirty-five (35) miles from the Employee’s then present his current location, without the Employee’s express written consent; (viv) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (viivi) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 11 below; provided, however, that an event described above shall not constitute Involuntary Termination unless it is communicated by the Employee to the Company in writing and is not corrected by the Company in a manner that is reasonably satisfactory to the Employee (including full retroactive correction with respect to any monetary matter) within ten days of the Company's receipt of such written notice from the Employee.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s Purchaser's express written consent, the significant reduction of the Employee’s Purchaser's duties or responsibilities relative to the Employee’s Purchaser's duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”"; (ii) without the Employee’s Purchaser's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee Purchaser immediately prior to such reduction; (iii) without the Employee’s Purchaser's express written consent, a material reduction by the Company in the Base Compensation or Target Incentive base compensation of the Employee Purchaser as in effect immediately prior to such reduction, or the ineligibility of the Employee Purchaser to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee Purchaser is entitled immediately prior to such reduction with the result that the Employee’s Purchaser's overall benefits package is significantly reduced; (v) the relocation of the Employee Purchaser to a facility or a location more than 50 miles from the Employee’s Purchaser's then present location, without the Employee’s Purchaser's express written consent; (vi) any purported termination of the Employee Purchaser by the Company which is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 2(f) below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s Purchaser's express written consent, the significant reduction of the Employee’s Purchaser's duties or responsibilities relative to the Employee’s Purchaser's duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”"; (ii) without the Employee’s Purchaser's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee Purchaser immediately prior to such reduction; (iii) without the Employee’s Purchaser's express written consent, a material reduction by the Company in the Base Compensation or Target Incentive base compensation of the Employee Purchaser as in effect immediately prior to such reduction, or the ineligibility of the Employee Purchaser to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee Purchaser is entitled immediately prior to such reduction with the result that the Employee’s Purchaser's overall benefits package is significantly reduced; (v) the relocation of the Employee Purchaser to a facility or a location more than 50 miles from the Employee’s Purchaser's then present location, without the Employee’s Purchaser's express written consent; (vi) any purported termination of the Employee Purchaser by the Company which is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 4(f) below. The Shares which have been released from the Company's Repurchase Option shall be delivered to the Purchaser at the Purchaser's request.

Involuntary Termination. “Involuntary Termination” shall mean (i) mean, without the Employee’s express written consent, the (i) a significant reduction of the Employee’s duties duties, position or responsibilities relative to the Employee’s duties duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of the Company remains as such following a Change of Control and but is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; ;” (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee’s base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 fifty (50) miles from the Employee’s then present his current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 7 below.

Involuntary Termination. “Involuntary Termination” " shall mean any of the following: (i) without the Employee’s 's express written consent, the a significant reduction of the Employee’s duties 's duties, position or responsibilities relative to the Employee’s duties 's duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position, duties and made part of a larger entity (asresponsibilities, for exampleunless the Employee is provided with comparable duties, when the Chief Financial Officer of Company remains as such following a Change of Control position and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s 's express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee's base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) without the Employee's express written consent, a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than 50 thirty-five (35) miles from the Employee’s then present his or her current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 5 below.

Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the a significant reduction of the Employee’s duties duties, position or responsibilities relative to the Employee’s duties duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position, duties and made part of a larger entity (asresponsibilities, for exampleunless the Employee is provided with comparable duties, when the Chief Financial Officer of Company remains as such following a Change of Control position and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee’s base or target incentive cash compensation as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) without the Employee’s express written consent, a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) without the Employee’s express written consent, the relocation of the Employee to a facility or a location more than 50 fifty (50) miles from the Employee’s then present his current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 below6 below ; provided, however, that such events shall not constitute grounds for an Involuntary Termination unless the Employee has provided notice to the Company of the existence of the one or more of the above conditions within 90 days of its initial existence and the Company has been provided at least 30 days to remedy the condition.

Involuntary Termination. “Involuntary Termination” " shall mean (i) ----------------------- without the Employee’s 's express written consent, the assignment to the Employee of any duties or the significant reduction of the Employee’s duties or responsibilities relative to 's duties, either of which is inconsistent with the Employee’s duties or 's position with the Company and his/her responsibilities in effect immediately prior to such reductionassignment, or the removal of the Employee from such position and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer CEO of the Company remains as such following a Change of Control and but is not made the Chief Financial Officer CEO of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; , (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive (salary) of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction reduction, with the result that the Employee’s 's overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 30 miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) any purported termination of the Employee by the Company which that is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 9 below; provided, however, that no Involuntary Termination shall be deemed to have occurred if any such successor substitutes an agreement for this Agreement providing comparable severance benefits to those provided for in this Agreement.

Involuntary Termination. “Involuntary Termination” " shall mean mean: (i) without the Employee’s express written consent, continued assignment to Employee of any duties or the continued significant reduction of Employee's duties, either of which is substantially inconsistent with the level of Employee’s duties or responsibilities relative 's position with the Company, for a period of 30 days after notice thereof from Employee to the Employee’s duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue Chief Executive Officer of the Company being acquired and made part setting forth in reasonable detail the respects in which Employee believes such assignments or duties are substantially inconsistent with the level of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”Employee's position; (ii) without the a material reduction in Employee’s express written consent's salary, other than any such reduction which is part of, and generally consistent with, a substantial reduction, without good business reasons, general reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reductionofficer salaries; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits (other than salary and bonus) to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package (other than salary and bonus) is significantly reducedsubstantially reduced (other than any such reduction applicable to officers of the Company generally); (viv) the relocation of Employee's principal place for the Employee rendering of the services to a facility or be provided by him hereunder to a location more than 50 fifty (50) miles from the Employee’s then present location, without location of the Employee’s express written consentprincipal executive office of the Company; or (viv) any purported termination of the Employee material breach by the Company of any material provision of this Agreement which is not effected continues uncured for death or Disability or for Cause30 days following notice thereof; or (vii) the failure provided that none of the Company foregoing shall constitute Involuntary Termination to obtain the assumption of this agreement by any successors contemplated in Section 10 below.extent Employee has agreed thereto. (e)

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the assignment to the Employee of any duties or the significant reduction of the Employee’s duties or responsibilities relative to 's duties, either of which is materially inconsistent with the Employee’s duties or 's position with the Company and responsibilities in effect immediately prior to such reduction; providedassignment, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position and made part of a larger entity (asresponsibilities, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and which is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”effected for Disability or for Cause; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive base salary and/or bonus of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iviii) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (viv) the relocation of the Employee to a facility or a location more than 50 miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (viv) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause, or any purported termination for Cause for which the grounds relied upon are not valid; or (viivi) the failure of the Company to obtain obtain, on or before the Change of Control, the assumption of the terms of this agreement Agreement by any successors contemplated in Section 10 7 below. An Involuntary Termination shall be effective upon written notice by the Employee.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the significant a reduction of the Employee’s duties 's duties, position or responsibilities relative to the Employee’s duties 's duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility removal of the Employee to continue to participate in any long-term incentive plan from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) without the Employee's express written consent, a reduction of the CompanyEmployee's base salary or Target Bonus (as set forth in Section 4) in effect immediately prior to such reduction; (iviii) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (viv) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than 50 thirty-five (35) miles from the Employee’s then present her current location, without the Employee’s express written consent; (viv) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (viivi) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 11 below; provided, however, that an event described above shall not constitute Involuntary Termination unless it is communicated by the Employee to the Company in writing and is not corrected by the Company in a manner that is reasonably satisfactory to the Employee (including full retroactive correction with respect to any monetary matter) within ten days of the Company's receipt of such written notice from the Employee.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the a significant reduction of the Employee’s duties 's duties, position or responsibilities relative to the Employee’s duties 's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company Right being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company Right remains as such following a Change of Control and but is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”; ;" (ii) without the Employee’s 's express written consent, a substantial significant reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s 's express written consent, a reduction by Right of the Employee's base salary or incentive opportunity as in effect immediately prior to such reduction; (iv) without the Employee's express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company Right in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than 50 twenty-five (25) miles from the Employee’s then present his or her current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which Right that is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company Right to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 8 below. Without limiting the foregoing, for purposes of this Agreement, Involuntary Termination shall also mean an election by Employee to terminate employment with Right within sixty days of a Change of Control.

Involuntary Termination. “Involuntary Termination” shall mean the Employee’s resignation within 60 days after any of the following: (i) without Without the Employee’s express written consent, the assignment to the Employee of any significant duties or the significant reduction of the Employee’s duties or responsibilities relative to duties, either of which is materially inconsistent with the Employee’s duties or position with the Company and responsibilities in effect immediately prior to such reduction; providedassignment, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position and made part of a larger entity (asresponsibilities, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and which is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”effected for death, Disability or for Cause; (ii) without Without the Employee’s express written consent, a substantial reductionany reduction in an amount greater than 5% in the base salary and/or or maximum incentive bonus (subject, without good business reasonshowever, to satisfaction of the facilities and perquisites (including office space and location) available applicable goals with respect to the Employee immediately prior to such reduction; (iiiactual amount of incentive bonus earned) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility other than a reduction applied generally to all employees of the Employee to continue to participate in any long-term incentive plan of the Companyacquiring company; (iviii) a material Without the Employee’s express written consent, any reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction, other than a reduction with applied generally to all employees of the result that acquiring company; (iv) Without the Employee’s overall benefits package is significantly reduced; (v) express written consent, the relocation of the Employee to a facility or a location more than 50 40 miles from the Employee’s then present location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause; or (viiv) the The failure of the Company to obtain the assumption of the terms of this agreement Agreement by any successors contemplated in Section 10 4 below.;

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the a significant reduction of the Employee’s duties 's duties, position or responsibilities relative to responsibilities, or the Employee’s duties removal of the Employee from such position and responsibilities, unless the Employee is provided with a comparable position (i.e., a position of equal or responsibilities in effect immediately prior to such reductiongreater organizational level, duties, authority, compensation and status); provided, provided however, that a reduction in is title, duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Employee, if Chief Financial Executive Officer of the Company immediately prior to a Change of Control, remains as such following a Change of Control and is not made the Chief Financial Executive Officer of the acquiring corporationcorporation or a division thereof) shall not constitute an “"Involuntary Termination”"; (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material significant reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than 50 miles from the Employee’s 's then present location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 11 below.

Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the a significant reduction of the Employee’s duties duties, position or responsibilities relative to the Employee’s duties duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of the Company remains as such following a Change of Control and but is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; ;” (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee’s base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) without the Employee’s express written consent, the relocation of the Employee to a facility or a location more than 50 twenty-five (25) miles from the Employee’s then present his current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 6 below.

Involuntary Termination. “Involuntary Termination” shall mean (i) without the EmployeeOptionee’s express written consent, the significant reduction of the EmployeeOptionee’s duties or responsibilities relative to the EmployeeOptionee’s duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without the EmployeeOptionee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee Optionee immediately prior to such reduction; (iii) without the EmployeeOptionee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive base compensation of the Employee Optionee as in effect immediately prior to such reduction, or the ineligibility of the Employee Optionee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee Optionee is entitled immediately prior to such reduction with the result that the EmployeeOptionee’s overall benefits package is significantly reduced; (v) the relocation of the Employee Optionee to a facility or a location more than 50 miles from the EmployeeOptionee’s then present location, without the EmployeeOptionee’s express written consent; (vi) any purported termination of the Employee Optionee by the Company which is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 belowI.(ii) above.

Involuntary Termination. “Involuntary Termination” shall mean (i) any of the following, without the Employee’s express written consent, the (i) a significant reduction of the Employee’s duties duties, position or responsibilities relative to the Employee’s duties duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such when, following a Change of Control and Control, the Chief Executive Officer of the Company remains as the senior executive officer or a division or subsidiary of the acquiror which division or subsidiary contains substantially all of the Company’s business or is of comparable size but is not made the Chief Financial Executive Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; provided further that a change in Employee’s position so that he no longer reports to the CEO shall be deemed an Involuntary Termination under this paragraph; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee’s base salary or target bonus as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 fifty (50) miles from the Employee’s then present his current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 6 below.

Involuntary Termination. “Involuntary Termination” shall mean (i) any of the following, without the Employee’s express written consent, the (i) a significant reduction of the Employee’s duties duties, position or responsibilities relative to the Employee’s duties duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such when, following a Change of Control and Control, the Chief Executive Officer of the Company remains as the senior executive officer or a division or subsidiary of the acquiror which division or subsidiary contains substantially all of the Company’s business or is of comparable size but is not made the Chief Financial Executive Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company or any of its subsidiaries of the Employee’s base salary, target bonus, per annum allowances, and per annum additional payments as described in the Base Compensation or Target Incentive of the Employee as Executive Services Agreement in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company or any of its subsidiaries in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 fifty (50) miles from the Employee’s then present his current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company or any of its subsidiaries which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 4 below.

Involuntary Termination. “Involuntary Termination” shall mean (i) any of the following, without the Employee’s express written consent, the (i) a significant reduction of the Employee’s duties duties, position or responsibilities relative to the Employee’s duties duties, position or responsibilities (as the Chief Financial Officer of a publicly traded Exchange Act registrant) in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position, duties and made part of responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; a larger entity (as, for example, when position that is not the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer publicly traded Exchange Act registrant would be deemed to be a significant reduction of the acquiring corporation) shall not constitute an “Involuntary Termination”; Employee’s duties, position and responsibilities. (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee’s base salary or target bonus as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 fifty (50) miles from the Employee’s then present his current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 6 below.

Involuntary Termination. “Involuntary Termination” " shall mean any of the following (i) without the Employee’s 's express written consent, the significant assignment to the Employee of any duties or the reduction of the Employee’s duties 's duties, either of which results in a significant diminution in the Employee's position or responsibilities relative to with the Employee’s duties or responsibilities Company in effect immediately prior to such reduction; providedassignment, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position and made part responsibilities, including but not limited to the removal of a larger entity (as, for example, when the title of Vice President of Finance and Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”Officer; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasonsreasons and without the Employee's written consent, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, other than (A) a bonus reduction resulting from application of a bonus formula or the ineligibility of the Employee plan on a basis that is consistent with prior practice -4- 5 or (B) a reduction which is comparable (on a percentage basis) to continue a reduction applicable to participate in any long-term incentive plan all executive officers of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reducedreduced other than, so long as there is no Change of Control, a reduction which is comparable to a reduction applicable to all executive officers of the Company; (v) the relocation of the Employee to a facility or a location more than 50 25 miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 9 below; or (viii) any purported termination of the Employee's employment by the Company which is not effected pursuant to a notice of termination satisfying the requirements of Section 10(b) below, and for purposes of this Agreement, no such purported termination shall be effective.

Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the a significant reduction of the Employee’s duties duties, position or responsibilities relative to the Employee’s duties duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, howeverfurther, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (asan “Involuntary Termination” shall be deemed to occur if, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is Control, Employee does not made remain the Chief Financial Officer chief executive officer of (x) the acquiring corporationsurviving entity in the Change of Control, if the Company does not become controlled by another entity, or (y) shall not constitute an “Involuntary Termination”the entity that ultimately controls the Company, if the Company becomes controlled by another entity; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee’s base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) without the Employee’s express written consent, the relocation of the Employee to a facility or a location more than 50 twenty-five (25) miles from the Employee’s then present her current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 6 below.

Involuntary Termination. Employee shall be deemed to have been terminated by the Company other than for Cause in the event Employee resigns within two years after the initial existence of an event constituting an Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the assignment to the Employee of any duties or the significant reduction of the Employee’s duties or responsibilities relative to duties, either of which is materially inconsistent with the Employee’s duties or position with the Company and responsibilities in effect immediately prior to such reduction; providedassignment, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position and made part of a larger entity (asresponsibilities, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and which is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”effected for Disability or for Cause; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive base salary and/or bonus of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iviii) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (viv) the relocation of the Employee to a facility or a location more than 50 miles from the Employee’s then present location, without the Employee’s express written consent; (viv) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause, or any purported termination for Cause for which the grounds relied upon are not valid; or (viivi) the failure of the Company to obtain the assumption of the terms of this agreement COC Agreement by any successors contemplated in Section 10 6 below; provided, however, that such events shall not constitute grounds for an Involuntary Termination unless the Employee has provided notice to the Company of the existence of one or more of the above conditions within 90 days of its initial existence and the Company has been provided at least 30 days to remedy the condition.

Involuntary Termination. “For purposes of this Agreement, "Involuntary Termination” shall mean " means: (i) without the Employee’s Executive's express written consent, the a significant reduction of the Employee’s duties Executive's services, duties, position or responsibilities relative to the Employee’s duties Executive's services, duties, position or responsibilities in effect immediately prior to such reduction, unless the Executive is provided with comparable services, duties, position or responsibilities; provided, however, that a reduction in duties services, duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Executive Officer of the Company remains as such following a Change of Control and but is not made the Chief Financial Executive Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without the Employee’s Executive's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee Executive immediately prior to such reduction; (iii) without the Employee’s Executive's express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Executive's Base Salary as in effect immediately prior to such reduction, or the ineligibility other than in connection with a general decrease in base salaries for most employees of the Employee to continue to participate in Company and any long-term incentive plan of the Companysuccessor corporation; (iv) without the Executive's express written consent, a material reduction by the Company in the kind or level of employee benefits to which the Employee Executive is entitled immediately prior to such reduction with the result that the Employee’s Executive's overall benefits package is significantly reducedreduced (other than any such reduction applicable to employees of the Company generally); (v) without the Executive's express written consent, the relocation of the Employee Executive to a facility or a location more than 50 60 miles from the Employee’s then present his current location, without the Employee’s express written consent; or (vi) any purported termination of the Employee by the Company which is not effected Executive for death or Disability or other than for Cause; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 below..."

Involuntary Termination. “Involuntary Termination” " shall mean (i) ----------------------- without the Employee’s 's express written consent, the significant assignment to the Employee of any duties, or the removal from or reduction or limitation of the Employee’s 's duties or responsibilities relative to which in either case is inconsistent with the Employee’s duties or responsibilities in effect 's position, organization level, duties, responsibilities, compensation and status with the Company immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer (or if such reduction or limitation occurs prior to a Change of the acquiring corporation) shall not constitute an “Involuntary Termination”Control, prior to such reduction or limitation); (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to a Change of Control (or if such reduction occurs prior to a Change of Control, prior to such reduction); (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive base salary of the Employee as in effect immediately prior to a Change of Control (or if such reduction occurs prior to a Change of Control, prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company); (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to a Change in Control (or if such reduction occurs prior to a Change of Control, prior to such reduction) with the result that the Employee’s 's overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 twenty (20) miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for CauseCompany; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in as required by Section 10 5 below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the significant reduction of the Employee’s 's duties or responsibilities relative to the Employee’s 's duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by the virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”; ", (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s 's express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (ivCompany;(iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 miles from the Employee’s 's then present location, without the Employee’s 's express written consent; , (vi) any purported termination of the Employee by the Company which is not effected affected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) ----------------------- without the Employee’s Executive's express written consent, the a significant reduction of the Employee’s duties Executive's duties, position or responsibilities relative to the Employee’s duties Executive's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Executive from such position, duties and responsibilities, unless the Executive is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of the Company remains as such following a Change of Control and but is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”; ;" (ii) without the Employee’s Executive's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee Executive immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Executive's base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee Executive is entitled immediately prior to such reduction with the result that the Employee’s Executive's overall benefits package is significantly reduced; (v) without the Executive's express written consent, the relocation of the Employee Executive to a facility or a location more than 50 fifty (50) miles from the Employee’s then present his current location, without the Employee’s express written consent; (vi) any purported termination of the Employee Executive by the Company which is not effected for death or Disability or for Cause; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) ----------------------- without the Employee’s Executive's express written consent, the a significant reduction of the Employee’s duties Executive's duties, position or responsibilities relative to the Employee’s duties Executive's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Executive from such position, duties and responsibilities, unless the Executive is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of the Company remains as such following a Change of Control and but is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”; ;" (ii) without the Employee’s Executive's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee Executive immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Executive's base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee Executive is entitled immediately prior to such reduction with the result that the Employee’s Executive's overall benefits package is significantly reduced; (v) without the Executive's express written consent, the relocation of the Employee Executive to a facility or a location more than 50 fifty (50) miles from his current location; provided, however, such relocation shall not increase the Employee’s then present location, without amount of miles by more than five miles that Executive currently commutes from his residence address to the Employee’s express written consentoffice at 74 N. Pasadena Avenue in Pasadena; or (vi) any purported termination of the Employee Executive by the Company which is not effected for death or Disability or for Cause; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 below.

Involuntary Termination. “Involuntary Termination” shall mean (iA) the Grantee’s resignation due to one of the following: (1) without the EmployeeGrantee’s express written consent, the significant reduction of the EmployeeGrantee’s duties or responsibilities relative to the EmployeeGrantee’s duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii2) without the EmployeeGrantee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee Grantee immediately prior to such reduction; (iii3) without the EmployeeGrantee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive base compensation of the Employee Grantee as in effect immediately prior to such reduction, or the ineligibility of the Employee Grantee to continue to participate in any long-term incentive plan of the Company; (iv4) a material reduction by the Company in the kind or level of employee benefits to which the Employee Grantee is entitled immediately prior to such reduction with the result that the EmployeeGrantee’s overall benefits package is significantly reduced; or (v5) the relocation of the Employee Grantee to a facility or a location more than 50 miles from the EmployeeGrantee’s then present location, without the EmployeeGrantee’s express written consent; or (viB) any purported termination of the Employee Grantee by the Company which is not effected for death or Disability or for Cause; , or (vii) any purported termination for which the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 belowgrounds relied upon are not valid.

Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the a significant reduction by the Company of the Employee’s duties duties, position or responsibilities relative to the Employee’s duties duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position, duties and made part of a larger entity (asresponsibilities, for exampleunless the Employee is provided with comparable or greater duties, when the Chief Financial Officer of Company remains as such following a Change of Control position and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s express written consent, a substantial reductionreduction by the Company, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction, unless a similar reduction is made with respect to other similarly situated employees; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee’s Base Salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) without the Employee’s express written consent, a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction reduction, with the result that the Employee’s overall benefits package is significantly reduced, unless a similar reduction is made with respect to other similarly situated employees; (v) without the Employee’s express written consent, the imposition by the Company of a requirement for the relocation of the Employee to a facility or a location more than 50 fifty (50) miles from the Employee’s then present locationthen-current work location (for this purpose, without the Company acknowledges that Employee’s express written consentwork location is deemed to be his personal residence); (vi) any purported termination of the Employee Employee’s employment by the Company which is not effected for death or Disability or for Cause; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement following a Change of Control by any successors contemplated in Section 10 9 below. Notwithstanding the foregoing, (1) Involuntary Termination shall not include any isolated, insubstantial or inadvertent action that is not taken in bad faith or any action that is remedied by the Company within thirty (30) days of its receipt of written notice from the Employee of such action, (2) Involuntary Termination shall arise only if (A) the Employee gives written notice to the Company that a reason for Involuntary Termination exists within thirty (30) days after the occurrence of the action(s) upon which the Involuntary Termination is based, which notice shall specify the reasons relied upon to support the existence of an Involuntary Termination, (B) the Company has failed to reverse, cure or otherwise remedy such action(s) within thirty (30) after its receipt of such written notice, and (C) the Employee delivers his or her written resignation to the Company within five (5) days following the expiration of such cure period, and (3) the Employee’s voluntary relocation to the vicinity of the Company’s location shall not be considered an Involuntary Termination.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the significant assignment to the Employee or any duties or the reduction of the Employee’s duties 's position or responsibilities relative to with the Employee’s duties or responsibilities Company in effect immediately prior to such reduction; providedassignment, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, other than a bonus reduction resulting from application of a bonus formula or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Companyon a basis that is consistent with prior practice; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; reduced (v) the relocation of the Employee to a facility or a location more than 50 25 miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for CauseCompany; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 12.0 below; or (viii) any purported termination of the Employee's employment by the Company which is not effected pursuant to a notice of termination satisfying the requirements of Section 10.02 below, and for purposes of this Agreement, no such purported termination shall be effective unless it complies with Section 10.02 below.

Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the a significant reduction of the Employee’s duties duties, position or responsibilities relative to the Employee’s duties duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position, duties and made part of a larger entity (asresponsibilities, for exampleunless the Employee is provided with comparable duties, when the Chief Financial Officer of Company remains as such following a Change of Control position and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee’s base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) without the Employee’s express written consent, a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) without the Employee’s express written consent, the relocation of the Employee to a facility or a location more than 50 thirty-five (35) miles from the Employee’s then present his current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 7 below.

Involuntary Termination. “Involuntary Termination” shall mean any of the following: (i) without the Employee’s express written consent, the a significant reduction of the Employee’s duties duties, position or responsibilities relative to the Employee’s duties duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position, duties and made part of a larger entity (asresponsibilities, for exampleunless the Employee is provided with comparable duties, when the Chief Financial Officer of Company remains as such following a Change of Control position and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee’s base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) without the Employee’s express written consent, a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) without the Employee’s express written consent, the relocation of the Employee to a facility or a location more than 50 thirty-five (35) miles from the Employee’s then present his current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 5 below.

Involuntary Termination. Employee shall be deemed to have been terminated by the Company other than for Cause in the event Employee resigns within two years after the initial existence of an event constituting an Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the assignment to the Employee of any duties or the significant reduction of the Employee’s duties or responsibilities relative to duties, either of which is materially inconsistent with the Employee’s duties or position with the Company and responsibilities in effect immediately prior to such reduction; providedassignment, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position and made part of a larger entity (asresponsibilities, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and which is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”effected for Disability or for Cause; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive base salary and/or target bonus of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iviii) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reducedreduced (other than a nondiscriminatory reduction affecting the Company’s employees generally); or (viv) the relocation of the Employee to a facility or a location more than 50 75 miles from the Employee’s then present locationSan Francisco, without the Employee’s express written consent; (vi) any purported termination provided, however, that such events shall not constitute grounds for an Involuntary Termination unless the Employee has provided notice to the Company of the Employee by existence of the one or more of the above conditions within 90 days of its initial existence and the Company which is not effected for death or Disability or for Cause; or (vii) has been provided at least 30 days to remedy the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 belowcondition.

Involuntary Termination. “Involuntary Termination” " shall mean (i) ----------------------- without the Employee’s Executive's express written consent, the significant a reduction of the Employee’s duties Executive's duties, position or responsibilities relative to the Employee’s duties Executive's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Executive from such position, duties and responsibilities, unless the Executive is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of the Company remains as such following a Change of Control and but is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”;"; (ii) without the Employee’s Executive's express written consent, a substantial reduction, without good business reasons, material reduction of the facilities and perquisites (including office space and location) available to the Employee Executive immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Executive's base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material any reduction by the Company in the kind or level of employee benefits to which the Employee Executive is entitled immediately prior to such reduction with the result that the Employee’s Executive's overall benefits package is significantly reduced; (v) without the Executive's express written consent, the relocation of the Employee Executive to a facility or a location more than 50 fifty (50) miles from the Employee’s then present his current location, without the Employee’s express written consent; (vi) any purported termination of the Employee Executive by the Company which is not effected for death Cause; (vii) without Executive's prior written consent, Executive is required to report to any officer, employee or Disability or for Causerepresentative other than the CEO of the Company; or (viiviii) if Xxxxxxx Xxxxxx is neither the failure President or CEO of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 belowCompany.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s Optionee's express written consent, the significant reduction of the Employee’s Optionee's duties or responsibilities relative to the Employee’s Optionee's duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company or its parent being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”"; (ii) without the Employee’s Optionee's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee Optionee immediately prior to such reduction; ' (iii) without the Employee’s Optionee's express written consent, a material reduction by the Company in the Base Compensation or Target Incentive base compensation of the Employee Optionee as in effect immediately prior to such reduction, or the ineligibility of the Employee Optionee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee Optionee is entitled immediately prior to such reduction with the result that the Employee’s Optionee's overall benefits package is significantly reduced; (v) the relocation of the Employee Optionee to a facility or a location more than 50 miles from the Employee’s Optionee's then present location, without the Employee’s Optionee's express written consent; (vi) any purported termination of the Employee by the Company Optionee which is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated of the Company in Section 10 belowa Change of Control.

Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the significant reduction of the Employee’s duties duties, authority or responsibilities responsibilities, relative to the Employee’s duties duties, authority or responsibilities as in effect immediately prior to such reduction; provided, howeveror the assignment to Employee of such reduced duties, that a reduction in duties authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation base salary or Target Incentive target bonus of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is was entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 twenty-five (25) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which that is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 7(a) below; or (viii) any act or set of facts or circumstances that would, under California case law or statute constitute a constructive termination of the Employee.

Involuntary Termination. “Involuntary Termination” " shall mean (i) ----------------------- without the Employee’s 's express written consent, the a significant reduction of the Employee’s duties 's duties, position or responsibilities relative to the Employee’s duties 's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Executive Officer of the Company remains as such retains his or her responsibilities following a Change of Control and but is not made the Chief Financial Executive Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”; ;" (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) following a Change of Control, without the Employee’s 's express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee's base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) following a Change of Control, without the Employee's express written consent, a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) following a Change of Control, without the Employee's express written consent, the relocation of the Employee to a facility or a location more than 50 thirty-five (35) miles from the Employee’s then present his current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 8 below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the a significant reduction of the Employee’s duties 's duties, position or responsibilities relative to the Employee’s duties 's duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position, duties and made part of a larger entity (asresponsibilities, for exampleunless the Employee is provided with comparable duties, when the Chief Financial Officer of Company remains as such following a Change of Control position and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee's base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; provided, however, that a reduction of the Employee's benefits to a level greater than or equal to those available to similarly situated employees of the Company and employees of any entity in control of the Company shall not constitute an Involuntary Termination; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than 50 thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consenthis location immediately prior to such Change of Control; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 6 below.

Involuntary Termination. “Involuntary Termination” " shall mean any of the following: (i) without the Employee’s 's express written consent, the significant assignment to the Employee of any duties or the reduction of the Employee’s duties 's duties, either of which results in a significant diminution in the Employee's position or responsibilities relative to with the Employee’s duties or responsibilities Company in effect immediately prior to such reduction; providedassignment, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasonsreasons and without the Employee's written consent, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, other than (A) a bonus reduction resulting from application of a bonus formula or the ineligibility of the Employee plan on a basis that is consistent with prior practice or (B) a reduction which is comparable (on a percentage basis) to continue a reduction applicable to participate in any long-term incentive plan all executive officers of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reducedSignificantly reduced other than, so long as there is no Change of Control, a reduction which is comparable to a reduction applicable to all executive officers of the Company; (v) the relocation of the Employee to a facility or a location more than 50 25 miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death Cause, or Disability or any purported termination for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 9 below; (viii) any termination due to the death or Disability of Employee; or (ix) any purported termination of the Employee's employment by the Company which is not effected pursuant to a notice of termination satisfying the requirements of Section 8(b) below, and for purposes of this Agreement, no such purported termination shall be effective.

Involuntary Termination. “Involuntary Termination” " shall mean any of the following: (i) without the Employee’s 's express written consent, the significant assignment to the Employee of any duties or the reduction of the Employee’s duties 's duties, either of which results in a significant diminution in the Employee's position or responsibilities relative to with the Employee’s duties or responsibilities Company in effect immediately prior to such reduction; providedassignment, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasonsreasons and without the Employee's written consent, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, other than (A) a bonus reduction resulting from application of a bonus formula or the ineligibility of the Employee plan on a basis that is consistent with prior practice or (B) a reduction which is comparable (on a percentage basis) to continue a reduction applicable to participate in any long-term incentive plan all executive officers of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reducedreduced other than, so long as there is no Change of Control, a reduction which is comparable to a reduction applicable to all executive officers of the Company; (v) the relocation of the Employee to a facility or a location more than 50 25 miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death Cause, or Disability or any purported termination for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 9 below; (viii) any termination due to the death or Disability of Employee; or (ix) any purported termination of the Employee's employment by the Company which is not effected pursuant to a notice of termination satisfying the requirements of Section 8(b) below, and for purposes of this Agreement, no such purported termination shall be effective.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, a reduction by the significant reduction Board of the Employee’s duties 's duties, position or responsibilities relative to the Employee’s duties 's duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility removal of the Employee to continue to participate in any long-term incentive plan of from such position, duties and responsibilities, unless the CompanyEmployee is provided with comparable duties, position and responsibilities; (ivii) without the Employee's express written consent, a material reduction by the Company Board of the Base Salary or the Employee's bonus opportunity (as set forth in Section 3(b)) in effect immediately prior to such reduction; (iii) a reduction by the Board in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction reduction, with the result that the Employee’s 's overall benefits package is significantly reduced; (viv) without the Employee's express written consent, the relocation of the Employee by the Board to a facility or a location more than 50 thirty-five (35) miles from the Employee’s then present his current location, without the Employee’s express written consent; (viv) any purported termination of the Employee by the Company Board which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (viivi) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 11 below; provided, however, that an event described above shall not constitute Involuntary Termination unless it is communicated by the Employee to the Company in writing and is not corrected by the Company in a manner that is reasonably satisfactory to the Employee (including full retroactive correction with respect to any monetary matter) within ten (10) days of the Company's receipt of such written notice from the Employee.

Involuntary Termination. “Involuntary Termination” " shall mean (i) mean, without the Employee’s 's express written consent, the (i) a significant reduction of the Employee’s duties 's duties, position or responsibilities relative to the Employee’s duties 's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of the Company remains as such following a Change of Control and but is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”; ;" (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee's base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 fifty (50) miles from the Employee’s then present locationAlameda, without the Employee’s express written consentCalifornia, except that all locations in Santa Clarx Xxxnty and San Mateo County shall be deemed more than fifty (50) miles; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 5 below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s Optionee's express written consent, the significant reduction of the Employee’s Optionee's duties or responsibilities relative to the Employee’s Optionee's duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company or its parent being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”"; (ii) without the Employee’s Optionee's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee Optionee immediately prior to such reduction; (iii) without the Employee’s Optionee's express written consent, a material reduction by the Company in the Base Compensation or Target Incentive base compensation of the Employee Optionee as in effect immediately prior to such reduction, or the ineligibility of the Employee Optionee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee Optionee is entitled immediately prior to such reduction with the result that the Employee’s Optionee's overall benefits package is significantly reduced; (v) the relocation of the Employee Optionee to a facility or a location more than 50 miles from the Employee’s Optionee's then present location, without the Employee’s Optionee's express written consent; (vi) any purported termination of the Employee by the Company Optionee which is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated of the Company in Section 10 belowa Change of Control.

Involuntary Termination. “Involuntary Termination” " shall mean (i) ----------------------- without the Employee’s 's express written consent, the a significant reduction of the Employee’s duties 's duties, position or responsibilities relative to the Employee’s duties 's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of the Company remains as such following a Change of Control and but is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”; ;" (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s 's express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee's base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) without the Employee's express written consent, a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than 50 fifty (50) miles from the Employee’s then present his current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 6 below.

Involuntary Termination. “Involuntary Termination” " shall mean any of the following: (i) without the Employee’s 's express written consent, the significant assignment to the Employee of any duties or the reduction of the Employee’s duties 's duties, either of which results in a significant diminution in the Employee's position or responsibilities relative to with the Employee’s duties or responsibilities Company in effect immediately prior to such reduction; providedassignment, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasonsreasons and without the Employee's written consent, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, other than (A) a bonus reduction resulting from application of a bonus formula or the ineligibility of the Employee plan on a basis that is consistent with prior practice or (B) a reduction which is comparable (on a percentage basis) to continue a reduction applicable to participate in any long-term incentive plan all executive officers of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s Employee1s overall benefits package is significantly reducedreduced other than, so long as there is no Change of Control, a reduction which is comparable to a reduction applicable to all executive officers of the Company; (v) the relocation of the Employee to a facility or a location more than 50 25 miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death Cause, or Disability or any purported termination for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 9 below; (viii) any termination due to the death or Disability of Employee; or (ix) any purported termination of the Employee's employment by the Company which is not effected pursuant to a notice of termination satisfying the requirements of Section 8(b) below, and for purposes of this Agreement, no such purported termination shall be effective.

Involuntary Termination. “Involuntary Termination” " shall mean (i) ----------------------- without the Employee’s 's express written consent, the a significant reduction of the Employee’s duties 's duties, position or responsibilities relative to the Employee’s duties 's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of the Company remains as such following a Change of Control and but is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”; ;" (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee's base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than 50 thirty-five (35) miles from the Employee’s then present his current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 5 below.

Involuntary Termination. “Involuntary Termination” shall mean any of the following: (i) without the Employee’s express written consent, the a significant reduction of the Employee’s duties duties, position or responsibilities relative to the Employee’s duties duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position, duties and made part of a larger entity (asresponsibilities, for exampleunless the Employee is provided with comparable duties, when the Chief Financial Officer of Company remains as such following a Change of Control position and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee’s base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) without the Employee’s express written consent, a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) without the Employee’s express written consent, the relocation of the Employee to a facility or a location more than 50 thirty-five (35) miles from the Employee’s then present his or her current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 5 below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s Executive's express written consent, the significant assignment to the Executive of any duties or the reduction of the Employee’s duties Executive's duties, either of which results in a significant diminution in the Executive's position or responsibilities relative to with the Employee’s duties or responsibilities Company in effect immediately prior to such reduction; providedassignment, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Executive from such position and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s Executive's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee Executive immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive Salary of the Employee Executive as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee Executive is entitled immediately prior to such reduction with the result that the Employee’s Executive's overall benefits package is significantly reduced; (v) the relocation of the Employee Executive to a facility or a location more than 50 25 miles from the Employee’s Executive's then present location, without the Employee’s Executive's express written consent; (vi) any purported termination of the Employee Executive's employment by the Company which that is not effected for death or death, Disability or for Cause; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated successor; (viii) any material breach by the Company of any material provision of this Agreement; (ix) any purported termination of the Executive's employment by the Company that is not effected pursuant to a notice of termination satisfying the requirements of paragraph 19 below, and for purposes of this Agreement, no such purported termination shall be effective; or (x) provision of notice of non-renewal or extension of the Employment Period as provided for in Section 10 belowparagraph 2 above.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the significant reduction assignment to the Employee of any duties or the reduc tion of the Employee’s duties 's duties, either of which results in a significant diminution in the Employee's position or responsibilities relative to with the Employee’s duties or responsibilities Company in effect immediately prior to such reduction; providedassignment, however, that a reduction in duties or responsibilities solely by virtue the removal of the Company being acquired Employee from such position and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasonsreasons and without the Employee's written consent, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, other than (A) a bonus reduction resulting from application of a bonus formula or the ineligibility of the Employee plan on a basis that is consistent with prior practice or (B) a reduction which is com parable (on a percentage basis) to continue a reduction applicable to participate in any long-term incentive plan all executive officers of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reducedreduced other than, so long as there is no Change of Control, a reduction which is comparable to a reduction applicable to all executive officers of the Company; (v) the relocation of the Employee to a facility or a location more than 50 25 miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 9 below; or (viii) any purported termination of the Employee's employment by the Company which is not effected pursuant to a notice of termination satisfying the requirements of Section 10(b) below, and for purposes of this Agreement, no such purported termination shall be effective.

Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the a significant reduction of the Employee’s duties duties, position or responsibilities relative to the Employee’s duties duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of the Company remains as such following a Change of Control and but is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; ;” (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, reduction by the Company of the facilities and perquisites (including office space and location) available to the Employee Employee’s base salary as in effect immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits (including cash and stock bonus plans) to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (viv) without the Employee’s express written consent, the relocation of the Employee to a facility or a location which increases Employee’s one-way commute from Employee’s residence at the time of the Change of Control by more than 50 miles from the Employee’s then present location, without the Employee’s express written consentten (10) miles; (viv) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause; or (viivi) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 6 below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the significant reduction of the Employee’s 's duties or responsibilities relative to the Employee’s 's duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”"; (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s 's express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 9 below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, a reduction by the significant reduction Board of the Employee’s duties 's duties, position or responsibilities relative to the Employee’s duties 's duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility removal of the Employee to continue to participate in any long-term incentive plan of from such position, duties and responsibilities, unless the CompanyEmployee is provided with comparable duties, position and responsibilities; (ivii) without the Employee's express written consent, a material reduction by the Company Board of the Employee's base salary or Target Bonus (as set forth in Section 4) in effect immediately prior to such reduction; (iii) a reduction by the Board in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (viv) without the Employee's express written consent, the relocation of the Employee by the Board to a facility or a location more than 50 thirty-five (35) miles from the Employee’s then present his current location, without the Employee’s express written consent; (viv) any purported termination of the Employee by the Company Board which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (viivi) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 11 below; provided, however, that an event described above shall not constitute Involuntary Termination unless it is communicated by the Employee to the Company in writing and is not corrected by the Company in a manner that is reasonably satisfactory to the Employee (including full retroactive correction with respect to any monetary matter) within ten days of the Company's receipt of such written notice from the Employee.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the significant reduction of the Employee’s duties 's duties, authority or responsibilities relative to the Employee’s duties 's duties, authority or responsibilities as in effect immediately prior to such reduction; provided, howeveror the assignment to Employee of such reduced duties, that a reduction in duties authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”responsibilities; (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company Group in the Base Compensation or Target Incentive base salary of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company Group in the kind or level of employee benefits benefits, including bonuses, to which the Employee is was entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 miles forty (40) kilometers from the Employee’s then present location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company Group which is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 7(a) below; or (viii) any act or set of facts or circumstances which would, under Israeli law entitle the Employee to severance payment. For avoidance of doubt, the recovery of compensation pursuant to the Company’s clawback policy will not be deemed to be an Involuntary Termination.

Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the a significant reduction of the Employee’s duties duties, position or responsibilities relative to the Employee’s duties duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of the Company remains as such following a Change of Control and but is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; ;” (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, reduction by the Company of the facilities and perquisites (including office space and location) available to the Employee Employee’s base salary as in effect immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits (including cash and stock bonus plans) to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (viv) without the Employee’s express written consent, the relocation of the Employee to a facility or a location which increases Employee’s one-way commute from Employee’s residence at the time of the Change of Control by more than 50 miles from the Employee’s then present location, without the Employee’s express written consentthirty (30) miles; (viv) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause; or (viivi) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 6 below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the significant significiant reduction of the Employee’s 's duties or responsibilities relative to the Employee’s 's duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”"; (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s 's express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) any purported termination of or the Employee by the Company which is not effected for death or Disability or for Cause; , or any purported termination for which the grounds relied upon are not valid or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the a significant reduction of the Employee’s duties 's duties, position or responsibilities relative to the Employee’s duties 's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of the Company remains as such following a Change of Control and but is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”; ;" (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee's base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than 50 thirty-five (35) miles from the Employee’s then present his current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 5 below.. (d)

Involuntary Termination. “Involuntary Termination” shall mean " means (i) any ----------------------- purported termination of the Employee by the Company which is not effected for Cause, or any purported termination for which the grounds relied upon are not valid; (ii) termination of the Employee's employment with the Company by reason of the Employee's death or Disability; (iii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 below; (iv) Termination of the Employee's employment with the Company for any reason other than by the Company for Cause during the six (6)-month period following a Change in Control; (v) without the Employee’s 's express written consent, the relocation of the Employee to a facility or a location more than 50 miles from the Employee's then present location; (vi) without the Employee's express written consent, a reduction by the Company in the Employee's Base Compensation or Target Incentive relative to the Base Compensation or Target Incentive as in effect immediately prior to such reduction; (vii) without the Employee's express written consent, the significant reduction of the Employee’s duties 's duties, authority or responsibilities relative to the Employee’s duties or 's duties, authority and responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, reduction or the ineligibility of assignment to the Employee to continue to participate in any long-term incentive plan of the Companysuch reduced duties, authority or responsibilities; (ivviii) a without the Employee's express written consent, material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (vix) the relocation of failure to nominate the Employee to a facility the Board or a location more than 50 miles from the Employee’s then present location, without 's failure to win reelection to the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for CauseBoard; or (viix) provision of notice of non-renewal or extension or the failure of the Company to obtain the assumption term of this agreement by any successors contemplated Agreement as provided for in Section 10 below2.

Involuntary Termination. For purposes of this Agreement, “Involuntary Termination” shall mean means (i) without the EmployeeExecutive’s express written consent, the significant reduction of the EmployeeExecutive’s duties or responsibilities relative to the EmployeeExecutive’s duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”” nor shall the stockholders’ failure to reelect Executive to the Board; (ii) without the EmployeeExecutive’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee Executive immediately prior to such reduction; (iii) without the EmployeeExecutive’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive base compensation of the Employee Executive as in effect immediately prior to such reduction, or the ineligibility of the Employee Executive to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee Executive is entitled immediately prior to such reduction with the result that the EmployeeExecutive’s overall benefits package is significantly reduced; (v) the relocation of the Employee Executive to a facility or a location more than 50 miles from the EmployeeExecutive’s then present location, without the EmployeeExecutive’s express written consent; (vi) any purported termination of the Employee Executive by the Company which is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 belowsuccessors; or (viii) any request by the Company that Executive perform any illegal act.

Involuntary Termination. “Involuntary Termination” " shall mean (i) ----------------------- without the Employee’s 's express written consent, the a significant reduction of the Employee’s duties 's duties, position or responsibilities relative to the Employee’s duties 's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Executive Officer of the Company remains as such retains his or her responsibilities following a Change of Control and but is not made the Chief Financial Executive Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”; ;" (ii) without the Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) following a Change of Control, without the Employee’s 's express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Employee's base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) following a Change of Control, without the Employee's express written consent, a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) following a Change of (c) Control, without the Employee's express written consent, the relocation of the Employee to a facility or a location more than 50 thirty-five (35) miles from the Employee’s then present his current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability Cause or for Causewhich the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 10 8 below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) ----------------------- without the Employee’s Executive's express written consent, the a significant reduction of the Employee’s duties Executive's duties, position or responsibilities relative to the Employee’s duties Executive's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Executive from such position, duties and responsibilities, unless the Executive is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of the Company remains as such following a Change of Control and but is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”; ;" (ii) without the Employee’s Executive's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee Executive immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee Executive's base salary as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee Executive benefits to which the Employee Executive is entitled immediately prior to such reduction with the result that the Employee’s Executive's overall benefits package is significantly reduced; (v) without the Executive's express written consent, the relocation of the Employee Executive to a facility or a location more than 50 fifty (50) miles from the Employee’s then present her current location, without the Employee’s express written consent; or (vi) any purported termination of the Employee Executive by the Company which is not effected for death or Disability or for Cause; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 below.

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the a significant reduction of the Employee’s duties 's duties, position or responsibilities relative to the Employee’s duties 's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties duties, position or responsibilities solely by virtue of the Company Right being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company Right remains as such following a Change of Control and but is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”; ;" (ii) without the Employee’s 's express written consent, a substantial significant reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s 's express written consent, a reduction by Right of the Employee's base salary or incentive opportunity as in effect immediately prior to such reduction; (iv) without the Employee's express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company Right in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than 50 twenty-five (25) miles from the Employee’s then present his or her current location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which Right that is not effected for death or Disability Cause or for Cause; or (vii) which the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 below.grounds relied upon are not

Involuntary Termination. “Involuntary Termination” " shall mean (i) without the Employee’s 's express written consent, the significant reduction of the Employee’s 's duties or responsibilities relative to the Employee’s 's duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “"Involuntary Termination”"; (ii) without the the, Employee’s 's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s 's express written consent, a material reduction by the Company in the Base Compensation or Target Incentive base compensation of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 miles from the Employee’s 's then present location, without the Employee’s Employees express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 belowII.3.(d)(ii) above.