Common use of Involuntary Termination Clause in Contracts

Involuntary Termination. “Involuntary Termination” shall mean the Company’s termination of Employee’s employment or the Employee’s resignation from the Company, as applicable, in either case upon or within 3 months after the occurrence of any of the following events: (i) without the Employee’s express written consent, the material reduction of the Employee’s duties, authority, responsibilities, job title or reporting relationships relative to the Employee’s duties, authority, responsibilities, job title, or reporting relationships as in effect immediately prior to such reduction, or the assignment to the Employee of such reduced duties, authority, responsibilities, job title, or reporting relationships; (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space, secretarial support, other support staff, and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is materially reduced; (v) the relocation of the Employee to a facility or a location more than twenty-five (25) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) any termination of the Employee by the Company which is not effected for Disability or for Cause, or any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 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 purposes of clause (i) of the immediately preceding sentence, the Employee’s responsibilities shall be deemed to be materially reduced if the Employee is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoing, an Involuntary Termination only shall be deemed to have occurred upon the Employee’s resignation from the Company if (i) the Employee provides notice to the Company within ninety (90) days after the initial occurrence of the event forming the basis for the resignation and (ii) the Company fails to substantially cure the event within thirty (30) days after receiving notice.

Involuntary Termination. “Involuntary Termination” shall mean the Company’s termination of Employee’s employment or the Employee’s resignation from the Company, as applicable, in either case upon or within 3 months after the occurrence of any of the following events: (i) without the EmployeeCovered Person’s express written consent, the material assignment to the Covered Person of any duties or the significant reduction of the EmployeeCovered Person’s duties, authority, responsibilities, job title or reporting relationships relative to either of which is materially inconsistent with the EmployeeCovered Person’s duties, authority, responsibilities, job title, or reporting relationships as position with the Company and responsibilities in effect immediately prior to such reductionassignment, or the assignment to removal of the Employee of Covered Person from such reduced duties, authority, position and responsibilities, job titlewhich is not effected for Disability or for Cause (for the avoidance of doubt, a material diminution in responsibilities will be deemed to have occurred if either (A) the Covered Person ceases to hold the position and title of Chief Executive Officer of the Company (or reporting relationshipsany successor entity) and its ultimate parent or (B) the failure of the Covered Person to be nominated or elected as a member of the Board (or the Board of Directors of any successor entity) and the Board of Directors of the Company’s (or its successor’s) ultimate parent); (ii) without the Employee’s express written consent, a material reduction, without good business reasons, reduction by the Company in the base salary and/or bonus of the facilities and perquisites (including office space, secretarial support, other support staff, and location) available to the Employee Covered Person as in effect immediately prior to such reduction; (iii) a material reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonuses, benefits to which the Employee was Covered Person is entitled immediately prior to such reduction with the result that the EmployeeCovered Person’s overall benefits benefit package is materially significantly reduced; (viv) the relocation of the Employee Covered Person to a facility or a location more than twenty-five fifty (2550) 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 actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (viivi) the failure of the Company to obtain obtain, on or before the Change of Control, the assumption of the terms of this Agreement by any successors contemplated in Section 7(a) 7 below; or (viiivii) any act or set a material breach of facts or circumstances which would, under California case law or statute, constitute a constructive termination of this Agreement by the EmployeeCompany. For purposes of clause (i) of the immediately preceding sentence, the Employee’s responsibilities An Involuntary Termination shall be deemed to be materially reduced if effective upon written notice by the Employee is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoing, an Involuntary Termination only shall be deemed to have occurred upon the Employee’s resignation from the Company if (i) the Employee provides notice to the Company within ninety (90) days after the initial occurrence of the event forming the basis for the resignation and (ii) the Company fails to substantially cure the event within thirty (30) days after receiving noticeCovered Person.

Involuntary Termination. “Involuntary Termination” " shall mean the Company’s termination of Employee’s employment or the Employee’s resignation from the Company, as applicable, in either case upon or within 3 months after the occurrence of any of the following events: (i) without the Employee’s 's express written consent, the material significant reduction of the Employee’s 's duties, authority, authority or responsibilities, job title or reporting relationships relative to the Employee’s 's duties, authority, responsibilities, job title, authority or reporting relationships responsibilities as in effect immediately prior to such reduction, or the assignment to the Employee of such reduced duties, authority, authority or responsibilities, job title, or reporting relationships; (ii) without the Employee’s 's express written consent, a material substantial reduction, without good business reasons, of the facilities and perquisites (including office space, secretarial support, other support staff, space and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary of the Employee as in effect immediately prior to such reductionreduction unless part of a management-wide or company-wide cost-reduction program in which a majority of management or employees are affected; (iv) a material reduction by the Company in the kind or of level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is materially reducedsignificantly reduced unless part of a management-wide or company-wide cost-reduction program in which a majority of management or employees are affected; (v) the relocation of the Employee to a facility or a location more than twentythirty-five (2535) 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 Disability or for Cause, or any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of this Agreement agreement by any successors contemplated in Section 7(a6(a) below; or (viii) any act or set of facts or circumstances which would, under California case law or statute, statute constitute a constructive termination of the Employee. For purposes of clause (i) of the immediately preceding sentence, the Employee’s responsibilities shall be deemed to be materially reduced if the Employee is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoing, an Involuntary Termination only shall be deemed to have occurred upon the Employee’s resignation from the Company if (i) the Employee provides notice to the Company within ninety (90) days after the initial occurrence of the event forming the basis for the resignation and (ii) the Company fails to substantially cure the event within thirty (30) days after receiving notice.

Involuntary Termination. “Involuntary Termination” shall mean the Company’s termination of Employee’s employment or the Employee’s resignation from the Company, as applicable, in either case upon or within 3 months after the occurrence of any of the following events: (i) without the Employee’s express written consent, the material significant reduction of the Employee’s duties, authority, authority or responsibilities, job title or reporting relationships relative to the Employee’s duties, authority, responsibilities, job title, authority or reporting relationships responsibilities as in effect immediately prior to such reduction, or the assignment to the Employee of such reduced duties, authorityauthority or responsibilities; provided, responsibilitieshowever, job that so long as Employee’s title, duties, authority and responsibility are at the level of Chief Financial Officer or reporting relationships; greater, whether at the Company or at an acquirer following a Change of Control, then that will not constitute an Involuntary Termination under this clause (i), (ii) without the Employee’s express written consent, a material substantial reduction, without good business reasons, of the facilities and perquisites (including office space, secretarial support, other support staff, space and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary or target bonus of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonuses, benefits to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is materially significantly reduced; (v) the relocation of the Employee to a facility or a location more than 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 Disability or for Cause, or or, during the Change of Control Period only, any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 7(a11(a) below; or (viii) during the Change of Control Period only, any act or set of facts or circumstances which that would, under California case law or statute, statute constitute a constructive termination of the Employee. For purposes However, with respect to any Non-Change of clause (i) of the immediately preceding sentence, the Employee’s responsibilities shall be deemed to be materially reduced if the Employee is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoingControl Severance Termination, an Involuntary Termination only shall not be deemed to have occurred upon the Employee’s resignation from the Company if (i) the unless Employee provides written notice to the Company within ninety (90) days after describing the initial occurrence nature of the event forming that he believes forms the basis for the resignation Involuntary Termination and (ii) the Company fails to substantially does not cure the such event within thirty ten (3010) days after receiving following receipt of such notice.

Involuntary Termination. “Involuntary Termination” shall mean the Company’s termination of Employee’s employment or the Employee’s resignation from the Company, as applicable, in either case upon or within 3 months after the occurrence of any of the following events: (i) without the Employee’s express written consent, the material significant reduction of the Employee’s duties, authority, authority or responsibilities, job title or reporting relationships relative to the Employee’s duties, authority, responsibilities, job title, authority or reporting relationships responsibilities as in effect immediately prior to such reduction, or the assignment to the Employee of such reduced duties, authorityauthority or responsibilities; provided, responsibilitieshowever, job that so long as Employee’s title, duties, authority and responsibility are at the level of Vice-President of Engineering and Program Management or reporting relationships; greater, whether at the Company or at an acquirer following a Change of Control, then that will not constitute an Involuntary Termination under this clause (i), (ii) without the Employee’s express written consent, a material substantial reduction, without good business reasons, of the facilities and perquisites (including office space, secretarial support, other support staff, space and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary or target bonus of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonuses, benefits to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is materially significantly reduced; (v) the relocation of the Employee to a facility or a location more than 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 Disability or for Cause, or or, during the Change of Control Period only, any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 7(a9(a) below; or (viii) during the Change of Control Period only, any act or set of facts or circumstances which that would, under California case law or statute, statute constitute a constructive termination of the Employee. For purposes However, with respect to any Non-Change of clause (i) of the immediately preceding sentence, the Employee’s responsibilities shall be deemed to be materially reduced if the Employee is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoingControl Severance Termination, an Involuntary Termination only shall not be deemed to have occurred upon the Employee’s resignation from the Company if (i) the unless Employee provides written notice to the Company within ninety (90) days after describing the initial occurrence nature of the event forming that he believes forms the basis for the resignation Involuntary Termination and (ii) the Company fails to substantially does not cure the such event within thirty ten (3010) days after receiving following receipt of such notice.

Involuntary Termination. “Involuntary Termination” shall mean the Company’s termination of Employee’s employment or the Employee’s resignation from the Company, as applicable, in either case upon or within 3 months after the occurrence of any of the following events: (i) without the Employee’s express written consent, the material significant reduction of the Employee’s duties, authority, authority or responsibilities, job title or reporting relationships relative to the Employee’s duties, authority, responsibilities, job title, authority or reporting relationships responsibilities as in effect immediately prior to such reduction, or the assignment to the Employee of such reduced duties, authorityauthority or responsibilities; provided, responsibilitieshowever, job that so long as Employee’s title, duties, authority and responsibility are at the level of Chief Technical Officer or reporting relationships; greater, whether at the Company or at an acquirer following a Change of Control, then that will not constitute an Involuntary Termination under this clause (i), (ii) without the Employee’s express written consent, a material substantial reduction, without good business reasons, of the facilities and perquisites (including office space, secretarial support, other support staff, space and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary or target bonus of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonuses, benefits to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is materially significantly reduced; (v) the relocation of the Employee to a facility or a location more than 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 Disability or for Cause, or or, during the Change of Control Period only, any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 7(a9(a) below; or (viii) during the Change of Control Period only, any act or set of facts or circumstances which that would, under California case law or statute, statute constitute a constructive termination of the Employee. For purposes However, with respect to any Non-Change of clause (i) of the immediately preceding sentence, the Employee’s responsibilities shall be deemed to be materially reduced if the Employee is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoingControl Severance Termination, an Involuntary Termination only shall not be deemed to have occurred upon the Employee’s resignation from the Company if (i) the unless Employee provides written notice to the Company within ninety (90) days after describing the initial occurrence nature of the event forming that he believes forms the basis for the resignation Involuntary Termination and (ii) the Company fails to substantially does not cure the such event within thirty ten (3010) days after receiving following receipt of such notice.

Involuntary Termination. “Involuntary Termination” shall mean the Company’s termination of a material negative change in Employee’s employment or the Employee’s resignation from the Company, as applicable, in either case upon or within 3 months after the occurrence of by any of the following eventsfollowing: (i) without the Employee’s express written consent, the material significant reduction of the Employee’s duties, authority, authority or responsibilities, job title or reporting relationships relative to the Employee’s duties, authority, responsibilities, job title, authority or reporting relationships responsibilities as in effect immediately prior to such reduction, or the assignment to the Employee of such reduced duties, authorityauthority or responsibilities; provided, responsibilitieshowever, job that so long as Employee’s title, duties, authority and responsibility are at the level of Chief Financial Officer or reporting relationships; greater, whether at the Company or at an acquirer following a Change of Control, then that will not constitute an Involuntary Termination under this clause (i), (ii) without the Employee’s express written consent, a material substantial reduction, without good business reasons, of the facilities and perquisites (including office space, secretarial support, other support staff, space and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary or target bonus of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonuses, benefits to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is materially significantly reduced; (v) the relocation of the Employee to a facility or a location more than 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 Disability or for Cause, or or, during the Change of Control Period only, any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 7(a11(a) below; (viii) requiring Employee to work outside of Arizona on more than 50% of the business days in any 90 consecutive day period or (viii) during the Change of Control Period only, any act or set of facts or circumstances which that would, under California case law or statute, statute constitute a constructive termination of the Employee. For purposes However, with respect to any Non-Change of clause (i) of the immediately preceding sentence, the Employee’s responsibilities shall be deemed to be materially reduced if the Employee is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoingControl Severance Termination, an Involuntary Termination only shall not be deemed to have occurred upon the Employee’s resignation from the Company if (i) the unless Employee provides written notice to the Company within ninety (90) days after describing the initial occurrence nature of the event forming that he believes forms the basis for the resignation Involuntary Termination and (ii) the Company fails to substantially does not cure the such event within thirty ten (3010) days after receiving following receipt of such notice.” In additions, the following new Section 14 is added to your Employment Agreement:

Involuntary Termination. “Involuntary Termination” shall mean the Company’s termination of Employee’s employment or the Employee’s resignation from the Company, as applicable, in either case upon or within 3 months after the occurrence of any of the following events: (i) without the Employee’s express written consent, the material significant reduction of the Employee’s duties, authority, authority or responsibilities, job title or reporting relationships relative to the Employee’s duties, authority, responsibilities, job title, authority or reporting relationships responsibilities as in effect immediately prior to such reduction, or the assignment to the Employee of such reduced duties, authorityauthority or responsibilities; provided, responsibilitieshowever, job that so long as Employee’s title, duties, authority and responsibility are at the level of Chief Financial Officer or reporting relationships; greater, whether at the Company or at an acquirer following a Change of Control, then that will not constitute an Involuntary Termination under this clause (i), (ii) without the Employee’s express written consent, a material substantial reduction, without good business reasons, of the facilities and perquisites (including office space, secretarial support, other support staff, space and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary or target bonus of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonuses, benefits to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is materially significantly reduced; (v) the relocation of the Employee to a facility or a location more than 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 Disability or for Cause, or or, during the Change of Control Period only, any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 7(a11(a) below; (viii) requiring Executive to work outside of Arizona on more than [50%] of the business days in any [90] consecutive day period or (viii) during the Change of Control Period only, any act or set of facts or circumstances which that would, under California case law or statute, statute constitute a constructive termination of the Employee. For purposes However, with respect to any Non-Change of clause (i) of the immediately preceding sentence, the Employee’s responsibilities shall be deemed to be materially reduced if the Employee is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoingControl Severance Termination, an Involuntary Termination only shall not be deemed to have occurred upon the Employee’s resignation from the Company if (i) the unless Employee provides written notice to the Company within ninety (90) days after describing the initial occurrence nature of the event forming that he believes forms the basis for the resignation Involuntary Termination and (ii) the Company fails to substantially does not cure the such event within thirty ten (3010) days after receiving following receipt of such notice.

Involuntary Termination. “Involuntary Termination” " shall mean the Company’s termination of Employee’s employment or the Employee’s resignation from the Company, as applicable, in either case upon or within 3 months after the occurrence of any of the following events: (i) without the Employee’s 's express written consent, the a material reduction of the Employee’s 's duties, authoritytitle, authority or responsibilities, job title or reporting relationships relative to the Employee’s 's duties, authority, responsibilities, job title, authority or reporting relationships responsibilities as in effect immediately prior to such reduction, or the assignment to the Employee of such reduced duties, authority, responsibilities, job title, authority or reporting relationshipsresponsibilities; (ii) without the Employee’s 's express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space, secretarial support, other support staff, space and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is materially reduced; (v) the relocation of the Employee to a facility or a location more than 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 Disability or for Cause, or any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of this Agreement agreement by any successors contemplated in Section 7(a) below; or (viii) any act or set of facts or circumstances which would, under California case law or statute, statute constitute a constructive termination of the Employee. For purposes of clause (i) of the immediately preceding sentence, the Employee’s responsibilities shall be deemed to be materially reduced if the Employee is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoing, an Involuntary Termination only shall be deemed to have occurred upon the Employee’s resignation from the Company if (i) the Employee provides notice to the Company within ninety (90) days after the initial occurrence of the event forming the basis for the resignation and (ii) the Company fails to substantially cure the event within thirty (30) days after receiving notice.

Involuntary Termination. “Involuntary Termination” shall mean the Company’s (A) any termination of Employee’s employment the Employee by the Company which is not affected for Disability or for Cause, or any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid or (B) the Employee’s resignation from the Company, as applicable, in either any such case upon or within 3 months after the Employee obtains knowledge of the occurrence of any of the following events: (i) the significant reduction, without the Employee’s express written consent, the material reduction of the Employee’s duties, authority, responsibilities, job title authority or reporting relationships responsibilities relative to the Employee’s duties, authority, responsibilities, job title, authority or reporting relationships responsibilities as in effect immediately prior to such reduction, or the assignment to the Employee of such reduced dutiesEmployee, authority, responsibilities, job title, or reporting relationships; (ii) without the Employee’s express written consent, of such reduced duties, authority or responsibilities; (ii) a material substantial reduction, without both the Employee’s express written consent and good business reasons, of the facilities and perquisites (including office space, secretarial support, other support staff, and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonusesthe types and amounts of bonuses for which the Employee is eligible, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is materially significantly reduced; (v) the relocation of the Employee to a facility or a location more than twenty-twenty five (25) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) any termination of the Employee material breach by the Company which is not effected for Disability or for Cause, of this Agreement or any actual or purported termination effected by the Company for Disability or for Cause for employment agreement to which the grounds relied upon are not validEmployee is a party; (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 7(a6(a) below; or (viii) any act or set of facts or circumstances which would, under California Delaware case law or statute, constitute a constructive termination of the Employee. For purposes of clause (i) of the immediately preceding sentence, the Employee’s responsibilities shall be deemed to be materially reduced if the Employee is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoing, an Involuntary Termination only shall be deemed to have occurred upon the Employee’s resignation from the Company if (i) the Employee provides notice to the Company within ninety (90) days after the initial occurrence of the event forming the basis for the resignation and (ii) the Company fails to substantially cure the event within thirty (30) days after receiving notice.

Involuntary Termination. “‘Involuntary Termination” ’ shall mean the Company’s termination of Employee’s employment or the Employee’s resignation from the Company, as applicable, in either case upon or within 3 seven (7) months after the occurrence of any of the following events: (i) without the Employee’s express written consent, the material reduction of the Employee’s duties, authority, responsibilities, job title or reporting relationships relative to the Employee’s duties, authority, responsibilities, job title, or reporting relationships as in effect immediately prior to such reduction, or the assignment to the Employee of such reduced duties, authority, responsibilities, job title, or reporting relationships; (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space, secretarial support, other support staff, and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is materially reduced; (v) the relocation of the Employee to a facility or a location more than twenty-five (25) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) any termination of the Employee by the Company which is not effected for Disability or for Cause, or any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 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 purposes of clause (i) of the immediately preceding sentence, the Employee’s responsibilities shall be deemed to be materially reduced if the Employee is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoing, an Involuntary Termination only shall be deemed to have occurred upon the Employee’s resignation from the Company if (i) the Employee provides notice to the Company within ninety seven (907) days months after the initial occurrence of the event forming the basis for the resignation and (ii) the Company fails to substantially cure the event within thirty (30) days after receiving notice.”

Involuntary Termination. “Involuntary Termination” shall mean the Company’s termination of Employee’s employment or the Employee’s resignation from the Company, as applicable, in either case upon or within 3 months after the occurrence of any of the following events: (i) without the Employee’s express written consent, the material significant reduction of the Employee’s duties, authority, authority or responsibilities, job title or reporting relationships relative to the Employee’s duties, authority, responsibilities, job title, authority or reporting relationships responsibilities as in effect immediately prior to such reduction, or the assignment to the Employee of such reduced duties, authority, authority or responsibilities, job titleexcept to the extent provided in the last paragraph of Section 5(a); provided, however, that so long as Employee remains the Vice President, General Counsel and Secretary of the Companies (or, to the extent provided in the last paragraph of Section 5(a), either Company), or, following a Change of Control of either or reporting relationshipsboth of the Companies, whatever entity or entities substantially contains the Companies’ business, in either case with the duties, authority and responsibilities that are commensurate with such position, then Employee shall have no grounds for an Involuntary Termination pursuant to this Section 9(f)(i) or 9(f)(viii); provided, further, that if Employee reports to someone other than the CEOs of the Companies, that shall not in and of itself constitute grounds for an Involuntary Termination pursuant to this Section 9(f)(i) or 9(f)(viii); (ii) without the Employee’s express written consent, a material substantial reduction, without good business reasons, of the facilities and perquisites (including office space, secretarial support, other support staff, space and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary or Target Bonus of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonuses, benefits to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is materially significantly reduced; (v) the relocation of the Employee to a facility or a location more than twenty-five (25) fifty miles from the Employee’s then present location, without the Employee’s express written consent; (vi) any purported termination of the Employee by either of the Company which Companies that is not effected for Disability or for Cause, or or, during the Change of Control Period only, any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (vii) the failure of either of the Company Companies to obtain the assumption of this Agreement by any successors contemplated in Section 7(a10(a) below; or (viii) during the Change of Control Period only, any act or set of facts or circumstances which that would, under California North Carolina case law or statute, statute constitute a constructive termination of the Employee. For purposes However, with respect to any non-Change of clause (i) of the immediately preceding sentence, the Employee’s responsibilities shall be deemed to be materially reduced if the Employee is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoingControl Severance Termination, an Involuntary Termination only shall not be deemed to have occurred upon the Employee’s resignation from the Company if (i) the unless Employee provides written notice to the Company within ninety (90) days after Companies describing the initial occurrence nature of the event forming that he believes forms the basis for Involuntary Termination and the resignation and (ii) the Company fails to substantially Companies do not cure the such event within thirty ten (3010) days after receiving following receipt of such notice.

Involuntary Termination. “Involuntary Termination” " shall mean the Company’s 's termination of Employee’s 's employment or the Employee’s 's resignation from the Company, as applicable, in either case upon or within 3 months after the occurrence of any of the following events: (i) without the Employee’s 's express written consent, the material significant reduction of the Employee’s 's duties, authority, responsibilities, job title or reporting relationships relative to the Employee’s 's duties, authority, responsibilities, job title, or reporting relationships as in effect immediately prior to such reduction, or the assignment to the Employee of such reduced duties, authority, responsibilities, job title, or reporting relationships; (ii) without the Employee’s 's express written consent, a material substantial reduction, without good business reasons, of the facilities and perquisites (including office space, secretarial support, other support staff, and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is materially significantly reduced; (v) the relocation of the Employee to a facility or a location more than twenty-twenty five (25) miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) any termination of the Employee by the Company which is not effected for Disability or for Cause, or any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 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 purposes of clause (i) of the immediately preceding sentence, the Employee’s 's responsibilities shall be deemed to be materially significantly reduced if the Employee is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoing, an Involuntary Termination only shall be deemed to have occurred upon the Employee’s resignation from the Company if (i) the Employee provides notice to the Company within ninety (90) days after the initial occurrence of the event forming the basis for the resignation and (ii) the Company fails to substantially cure the event within thirty (30) days after receiving notice.

Involuntary Termination. “Involuntary Termination” shall mean the Company’s termination of Employee’s employment or the Employee’s resignation from the Company, as applicable, in either case upon or within 3 months after the occurrence of any of the following events: (i) without the Employee’s express written consent, the material reduction of the Employee’s duties, authority, responsibilities, job title responsibilities or reporting relationships relative to the Employee’s duties, authority, responsibilities, job title, or reporting relationships as in effect immediately prior to such reduction, or the assignment to the Employee of such materially reduced duties, authority, responsibilities, job title, responsibilities or reporting relationships; (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space, secretarial support, other support staff, and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is materially reduced; (viii) the material relocation of the Employee to a facility or a location more than twenty-five fifty (2550) miles from the Employee’s then present location, without the Employee’s express written consent; (viiv) the material breach of this Agreement by the Company, which shall include the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 7(a) below and (v) any termination of the Employee by the Company which is not effected for Disability or for Cause, or any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 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 purposes of clause (i) of the immediately preceding sentence, the Employee’s responsibilities shall be deemed to be materially reduced if the Employee is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoing, an Involuntary Termination only shall be deemed to have occurred upon the Employee’s resignation from the Company pursuant to clauses (i) through (iv) if (ix) the Employee provides notice to the Company within ninety (90) days after the initial occurrence of the event forming the basis for the resignation and resignation, (iiy) the Company fails to substantially cure the event within thirty (30) days after receiving noticenotice and (z) the Employee terminates his or her employment within sixty (60) days after the conclusion of such cure period.

Involuntary Termination. “Involuntary Termination” shall mean Notwithstanding the Company’s vesting schedule provided in paragraph (a), upon the involuntary termination of the Employee’s 's employment with the Employer, other than for Cause (as defined below) and due to (i) a reorganization or reduction in force for which the Employee would be eligible for pay under the Xxxxxx Xxxxxx, Inc. Xxxxxxxxx Plan, or (ii) a termination where the Employer agrees to vest the unvested Restricted Stock Units as full or partial consideration for the Employee’s resignation from satisfaction of the Companyrequirements under Section 2(g), or (iii) a sale, transfer or discontinuation of any part of the operations or any business unit of the Employer, 100% of the unvested Restricted Stock Units shall vest [as applicableof the date of such termination of the Employee's employment]2, provided that the Employee satisfies the requirements of Section 2(g)[.] [; and provided, further, that the Performance Goals set forth in Exhibit I are achieved, either (i) prior to the date of such termination (with the Committee having certified such achievement), in either which case upon vesting shall occur as of the date of such termination, or within 3 months (ii) after the occurrence date of such termination and prior to the end of the applicable Performance Period, in which case vesting shall occur as of the date the Committee certifies such achievement. If the Performance Goals set forth in Exhibit I are not achieved prior to the end of the applicable Performance Period, the Employee's unvested Restricted Stock Units shall be automatically forfeited, and neither the Company nor any Affiliate shall have any further obligations to the Employee under this Agreement.] For purposes of this Agreement, “Cause” is defined as the Employee’s (i) grand jury indictment or prosecutorial information charging the Employee with illegal or fraudulent acts; (ii) conviction of a crime which, in the opinion of the Employer, would adversely affect the Employer’s reputation or business; (iii) willful refusal, without proper legal or medical cause, to perform the Employee’s duties and responsibilities; (iv) willfully engaging in conduct that the Employee has reason to know is injurious to the Employer; or (v) willful and material violation of any of the following events: (i) without the EmployeeEmployer’s express written consent, the material reduction of the Employee’s duties, authority, responsibilities, job title or reporting relationships relative to the Employee’s duties, authority, responsibilities, job title, or reporting relationships as in effect immediately prior to such reduction, or the assignment to the Employee of such reduced duties, authority, responsibilities, job title, or reporting relationships; (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities policies and perquisites (including office space, secretarial support, other support staff, and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is materially reduced; (v) the relocation of the Employee to a facility or a location more than twenty-five (25) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) any termination of the Employee by the Company which is not effected for Disability or for Cause, or any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 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 purposes of clause (i) of the immediately preceding sentence, the Employee’s responsibilities shall be deemed to be materially reduced if the Employee is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoing, an Involuntary Termination only shall be deemed to have occurred upon the Employee’s resignation from the Company if (i) the Employee provides notice to the Company within ninety (90) days after the initial occurrence of the event forming the basis for the resignation and (ii) the Company fails to substantially cure the event within thirty (30) days after receiving noticeprocedures.

Involuntary Termination. “Involuntary Termination” shall mean resignation by the Company’s termination of Employee’s employment or the Employee’s resignation from the Company, as applicable, in either case upon or Employee within 3 months after the occurrence of any of the 180 days following events: (i) without the Employee’s express written consent, the a material reduction of the Employee’s duties, authoritytitle, responsibilities, job title authority or reporting relationships responsibilities relative to the Employee’s duties, authority, responsibilities, job title, authority or reporting relationships responsibilities as in effect immediately prior to such reduction, or the assignment to the Employee of such reduced duties, authority, responsibilities, job title, authority or reporting relationshipsresponsibilities; (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space, secretarial support, other support staff, space and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary compensation of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is materially reduced; (v) the relocation of the Employee to a facility or a location more than 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 Disability or for Cause, or any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of this Agreement agreement by any successors contemplated in Section 7(a) below; or (viii) any act or set of facts or circumstances which would, under California case law or statute, statute constitute a constructive termination of the Employee. For purposes of clause (i) , provided, however, that none of the immediately preceding sentence, the Employee’s responsibilities actions described above shall be deemed give rise to be materially reduced if an “Involuntary Termination” with respect to the Employee is no longer if it was an executive officer (isolated and inadvertent action not taken in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoing, an Involuntary Termination only shall be deemed to have occurred upon the Employee’s resignation from bad faith by the Company and if (i) the Employee provides notice to it is remedied by the Company within ninety (90) days after the initial occurrence of the event forming the basis for the resignation and (ii) the Company fails to substantially cure the event within thirty (30) days after receiving noticereceipt of written notice thereof given by the Employee, which such notice must be delivered no later than 60 days following the occurrence of such action. For purposes of this definition, the Company and the Employee agree that any reduction in base salary shall constitute a material reduction in compensation.

Involuntary Termination. “Involuntary Termination” shall mean the Company’s termination of Employee’s employment or the Employee’s resignation from the Company, as applicable, in either case upon or within 3 months after the occurrence of any of the following events: (i) without the Employee’s express written consent, the material significant reduction of the Employee’s duties, authority, authority or responsibilities, job title or reporting relationships relative to the Employee’s duties, authority, responsibilities, job title, authority or reporting relationships responsibilities as in effect immediately prior to such reduction, or the assignment to the Employee of such reduced duties, authorityauthority or responsibilities; provided, responsibilitieshowever, job titlethat so long as Employee remains the President of SCR-Tech, or, following a Change of Control of SCR-Tech, whatever entity substantially contains SCR-Tech’s business, in either case with the duties, authority and responsibilities that are commensurate with such position, then Employee shall have no grounds for an Involuntary Termination pursuant to this Section 9(g)(i) or reporting relationshipsSection 9(g)(viii); provided, further, that if Employee reports to someone other than the Chief Executive Officer of the Company, that shall not in and of itself constitute grounds for an Involuntary Termination pursuant to this Section 9(g)(i) or Section 9(g)(viii); provided, further, that if Employee ceases to be a Section 16 officer pursuant to section l(a) hereof, that shall not in and of itself constitute grounds for an Involuntary Termination, (ii) without the Employee’s express written consent, a material substantial reduction, without good business reasons, of the facilities and perquisites (including office space, secretarial support, other support staff, space and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary or target bonus of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonuses, benefits to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is materially significantly reduced; (v) the relocation of the Employee to a facility or a location more than 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 Disability or for Cause, or or, during the Change of Control Period only, any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 7(a10(a) below; or (viii) during the Change of Control Period only, any act or set of facts or circumstances which that would, under California North Carolina case law or statute, statute constitute a constructive termination of the Employee. For purposes However, with respect to any Non-Change of clause (i) of the immediately preceding sentence, the Employee’s responsibilities shall be deemed to be materially reduced if the Employee is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoingControl Severance Termination, an Involuntary Termination only shall not be deemed to have occurred upon the Employee’s resignation from the Company if (i) the unless Employee provides written notice to the Company within ninety (90) days after describing the initial occurrence nature of the event forming that he believes forms the basis for the resignation Involuntary Termination and (ii) the Company fails to substantially does not cure the such event within thirty ten (3010) days after receiving following receipt of such notice.

Involuntary Termination. “Involuntary Termination” " shall mean the Company’s termination of Employee’s employment or the Employee’s resignation from the Company, as applicable, in either case upon or within 3 months after the occurrence of any of the following events: (i) without the Employee’s 's express written consent, the material significant reduction of the Employee’s 's duties, authority, authority or responsibilities, job title or reporting relationships relative to the Employee’s 's duties, authority, responsibilities, job title, authority or reporting relationships responsibilities as in effect immediately prior to such reduction, or the assignment to the Employee of such reduced duties, authority, authority or responsibilities, job title, or reporting relationships; (ii) without the Employee’s 's express written consent, a material substantial reduction, without good business reasons, of the facilities and perquisites prerequisites (including office space, secretarial support, other support staff, space and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is materially significantly reduced; (v) the relocation of the Employee to a facility or a location more than twenty-five thirty (2530) 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 Disability or for Cause, or any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 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 purposes of clause (i) of the immediately preceding sentence, (x) the Employee’s 's responsibilities shall be deemed to be materially significantly reduced if the Employee is no longer an executive officer ceases to report to the Chief Executive Officer of the Company as of the time of the Change of Control, and (in y) the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoing, an Involuntary Termination only Employee shall not be deemed to have occurred upon a significant reduction of duties, authority or responsibilities or to be assigned reduced duties, authority or responsibilities if, following a Change of Control, the Employee’s resignation from Employee continues in the position of [Title to be filled in] of a business unit, division, subsidiary or corporation and continues to report directly to the Chief Executive Officer of the Company if (i) at the Employee provides notice to the Company within ninety (90) days after the initial occurrence time of the event forming the basis for the resignation and (ii) the Company fails to substantially cure the event within thirty (30) days after receiving noticeChange of Control.

Involuntary Termination. “Involuntary Termination” " shall mean the Company’s termination of Employee’s employment or the Employee’s resignation from the Company, as applicable, in either case upon or within 3 months after the occurrence of any of the following events: (i) without the Employee’s 's express written consent, the material significant reduction of the Employee’s 's duties, authority, authority or responsibilities, job title or reporting relationships relative to the Employee’s 's duties, authority, responsibilities, job title, authority or reporting relationships responsibilities as in effect immediately prior to such reduction, or the assignment to the Employee of such reduced duties, authority, authority or responsibilities, job title, or reporting relationships; (ii) without the Employee’s 's express written consent, a material substantial reduction, without good business reasons, of the facilities and perquisites (including office space, secretarial support, other support staff, space and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary of the Employee as in effect immediately prior to such reductionreduction unless part of a management-wide or company-wide cost-reduction program in which a majority of management or employees are affected; (iv) a material reduction by the Company in the kind or of level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is materially reducedsignificantly reduced unless part of a management-wide or companywide cost-reduction program in which a majority of management or employees are affected; (v) the relocation of the Employee to a facility or a location more than twentythirty-five (2535) 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 Disability or for Cause, or any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of this Agreement agreement by any successors contemplated in Section 7(a6(a) below; or (viii) any act or set of facts or circumstances which would, under California case law or statute, statute constitute a constructive termination of the Employee. For purposes of clause (i) of the immediately preceding sentence, the Employee’s responsibilities shall be deemed to be materially reduced if the Employee is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoing, an Involuntary Termination only shall be deemed to have occurred upon the Employee’s resignation from the Company if (i) the Employee provides notice to the Company within ninety (90) days after the initial occurrence of the event forming the basis for the resignation and (ii) the Company fails to substantially cure the event within thirty (30) days after receiving notice.

Involuntary Termination. “Involuntary Termination” shall mean the Company’s termination of Employee’s employment or the Employee’s resignation from the Company, as applicable, in either case upon or within 3 months after the occurrence of any of the following events: (i) without the Employee’s express written consent, the material significant reduction of the Employee’s duties, authority, authority or responsibilities, job title or reporting relationships relative to the Employee’s duties, authority, responsibilities, job title, authority or reporting relationships responsibilities as in effect immediately prior to such reduction, or the assignment to the Employee of such reduced duties, authorityauthority or responsibilities; provided, responsibilitieshowever, job titlethat so long as Employee remains the President of SCR-Tech, or, following a Change of Control of SCR-Tech, whatever entity substantially contains SCR-Tech’s business, in either case with the duties, authority and responsibilities that are commensurate with such position, then Employee shall have no grounds for an Involuntary Termination pursuant to this Section 9(g)(i) or reporting relationshipsSection 9(g)(viii); provided, further, that if Employee reports to someone other than the Chief Executive Officer of the Company, that shall not in and of itself constitute grounds for an Involuntary Termination pursuant to this Section 9(g)(i) or Section 9(g)(viii); provided, further, that if Employee ceases to be a Section 16 officer pursuant to section 1(a) hereof, that shall not in and of itself constitute grounds for an Involuntary Termination, (ii) without the Employee’s express written consent, a material substantial reduction, without good business reasons, of the facilities and perquisites (including office space, secretarial support, other support staff, space and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary or target bonus of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonuses, benefits to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is materially significantly reduced; (v) the relocation of the Employee to a facility or a location more than 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 Disability or for Cause, or or, during the Change of Control Period only, any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 7(a10(a) below; or (viii) during the Change of Control Period only, any act or set of facts or circumstances which that would, under California North Carolina case law or statute, statute constitute a constructive termination of the Employee. For purposes However, with respect to any Non-Change of clause (i) of the immediately preceding sentence, the Employee’s responsibilities shall be deemed to be materially reduced if the Employee is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoingControl Severance Termination, an Involuntary Termination only shall not be deemed to have occurred upon the Employee’s resignation from the Company if (i) the unless Employee provides written notice to the Company within ninety (90) days after describing the initial occurrence nature of the event forming that he believes forms the basis for the resignation Involuntary Termination and (ii) the Company fails to substantially does not cure the such event within thirty ten (3010) days after receiving following receipt of such notice.

Involuntary Termination. “Involuntary Termination” shall mean the Company’s termination of Employee’s employment or the Employee’s resignation from the Company, as applicable, in either case upon or within 3 months after the occurrence of any of the following events: (i) without the Employee’s express written consent, the material significant reduction of the Employee’s duties, authority, responsibilities, job title authority or reporting relationships responsibilities relative to the Employee’s duties, authority, responsibilities, job title, authority or reporting relationships responsibilities as in effect immediately prior to such reduction, or the assignment to the Employee of such reduced duties, authority, authority or responsibilities, job title, or reporting relationships; (ii) without the Employee’s express written consent, a material substantial reduction, without good business reasons, of the facilities and perquisites (including office space, secretarial support, other support staff, space and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is materially significantly reduced; (v) the relocation of the Employee to a facility or a location more than 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 Disability or for Cause, or any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 7(a9(a) below; or (viii) any act or set of facts or circumstances which would, under California case law or statute, statute constitute a constructive termination of the Employee. For purposes avoidance of clause (i) doubt, the transfer of the immediately preceding sentence, the Employee’s responsibilities shall employment to a successor described in Section 9(a) that assumes 5 this Agreement, will not by itself constitute any Involuntary Termination. Further for avoidance of doubt, the recovery of compensation pursuant to the Company’s clawback policy will not be deemed to be materially reduced if the Employee is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoing, an Involuntary Termination only shall be deemed to have occurred upon the Employee’s resignation from the Company if (i) the Employee provides notice to the Company within ninety (90) days after the initial occurrence of the event forming the basis for the resignation and (ii) the Company fails to substantially cure the event within thirty (30) days after receiving noticeTermination.

Involuntary Termination. “Involuntary Termination” shall mean the Company’s termination of Employee’s employment or the Employee’s resignation from the Company, as applicable, in either case upon or Company within 3 months after of the occurrence of any of the following events: (i) without the Employee’s express written consent, the material significant reduction of the Employee’s duties, authority, responsibilities, job title or reporting relationships relative to the Employee’s duties, authority, responsibilities, job title, or reporting relationships as in effect immediately prior to such reduction, or the assignment to the Employee of such reduced duties, authority, responsibilities, job title, or reporting relationships; (ii) without the Employee’s express written consent, a material substantial reduction, without good business reasons, of the facilities and perquisites (including office space, secretarial support, other support staff, and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is materially significantly reduced; (v) the relocation of the Employee to a facility or a location more than twenty-twenty five (25) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) any termination of the Employee by the Company which is not effected for Disability or for Cause, or any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 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 purposes of clause (i) of the immediately preceding sentence, (x) the Employee’s responsibilities shall be deemed to be materially significantly reduced if (a) the Employee ceases to report to the Chief Executive Officer or Chief Operating Officer of the ultimate parent entity after the consummation of the Change of Control transaction and (b) is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoing, an Involuntary Termination only shall be deemed to have occurred upon the Employee’s resignation from the Company if (i) the Employee provides notice to the Company within ninety (90) days after the initial occurrence of the event forming the basis for the resignation and (ii) the Company fails to substantially cure the event within thirty (30) days after receiving notice.

Involuntary Termination. “Involuntary Termination” " shall mean the Company’s termination of Employee’s employment or the Employee’s resignation from the Company, as applicable, in either case upon or within 3 months after the occurrence of any of the following events: (i) without the Employee’s 's express written consent, the material significant reduction of the Employee’s 's duties, authority, authority or responsibilities, job title or reporting relationships relative to the Employee’s 's duties, authority, responsibilities, job title, authority or reporting relationships responsibilities as in effect immediately prior to such reduction, or the assignment to the Employee of such reduced duties, authority, authority or responsibilities, job title, or reporting relationships; (ii) without the Employee’s 's express written consent, a material substantial reduction, without good business reasons, of the facilities and perquisites (including office space, secretarial support, other support staff, space and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary of the Employee as in effect immediately prior to such reductionreduction unless part of a management-wide or company-wide cost-reduction program in which a majority of management or employees are affected; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is materially reducedsignificantly reduced unless part of a management-wide or company-wide cost-reduction program in which a majority of management or employees are affected; (v) the relocation of the Employee to a facility or a location more than twentythirty-five (2535) 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 Disability or for Cause, or any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of this Agreement agreement by any successors contemplated in Section 7(a6(a) below; or (viii) any act or set of facts or circumstances which would, under California case law or statute, statute constitute a constructive termination of the Employee. For purposes of clause (i) of the immediately preceding sentence, the Employee’s responsibilities shall be deemed to be materially reduced if the Employee is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoing, an Involuntary Termination only shall be deemed to have occurred upon the Employee’s resignation from the Company if (i) the Employee provides notice to the Company within ninety (90) days after the initial occurrence of the event forming the basis for the resignation and (ii) the Company fails to substantially cure the event within thirty (30) days after receiving notice.

Involuntary Termination. “Involuntary Termination” " shall mean the Company’s termination of Employee’s employment or the Employee’s resignation from the Company, as applicable, in either case upon or within 3 months after the occurrence of any of the following events: (i) without the Employee’s 's express written consent, the a material reduction of the Employee’s 's duties, authoritytitle, responsibilities, job title authority or reporting relationships responsibilities relative to the Employee’s 's duties, authority, responsibilities, job title, authority or reporting relationships responsibilities as in effect immediately prior to such reduction, or the assignment to the Employee of such reduced duties, authority, responsibilities, job title, authority or reporting relationshipsresponsibilities; (ii) without the Employee’s 's express written consent, a material reduction, without good business reasons, of the facilities and perquisites prerequisites (including office space, secretarial support, other support staff, space and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s 's overall benefits package is materially reduced; (v) the relocation of the Employee to a facility or a location more than 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 Disability or for Cause, or any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of this Agreement agreement by any successors contemplated in Section 7(a) below; or (viii) any act or set of facts or circumstances which would, under California case law or statute, statute constitute a constructive termination of the Employee. For purposes of clause (i) of the immediately preceding sentence, the Employee’s responsibilities shall be deemed to be materially reduced if the Employee is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoing, an Involuntary Termination only shall be deemed to have occurred upon the Employee’s resignation from the Company if (i) the Employee provides notice to the Company within ninety (90) days after the initial occurrence of the event forming the basis for the resignation and (ii) the Company fails to substantially cure the event within thirty (30) days after receiving notice.

Involuntary Termination. “Involuntary Termination” " shall mean the Company’s termination of Employee’s employment or the Employee’s resignation from the Company, as applicable, in either case upon or within 3 months after the occurrence of any of the following events: (i) without a reduction by the Employee’s express written consent, Company in the material reduction Base Pay of the Employee’s duties, authority, responsibilities, job title or reporting relationships relative to the Employee’s duties, authority, responsibilities, job title, or reporting relationships Employee as in effect immediately prior to such reduction, except when a reduction in Base Pay is implemented for a majority of the Company's executives or the assignment to the Employee of such reduced duties, authority, responsibilities, job title, or reporting relationshipsemployees; (ii) without the Employee’s '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 material reductionlocation more than forty (40) 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, without good business reasonstaken as a whole, under plans, arrangements policies and procedures, materially decreases below the cost of the facilities and perquisites (including office spaceCompany-provided benefits to Employee immediately prior to the Change of Control, secretarial support, other support staff, and location) available 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 reduction; (iii) decrease or increase results either from the Company's good faith exercise of business judgment, a material reduction by decrease that is implemented affecting the Company majority of Company's employees, or in the base salary of the Employee as response to changes in effect immediately prior to federal or state law, such reductiondecrease or increase shall not constitute Involuntary Termination; (iv) without Employee's express written consent, a material reduction by of the Company in Employee's title, duties, position or responsibilities, or the kind or level removal of employee benefits, including bonuses, to which the Employee was entitled immediately prior to from such reduction with the result position and responsibilities. This means that if the Employee’s overall benefits package is materially reduced, as the Chief Executive Officer of the Company, does not become the chief executive officer of the successor corporation, there will be a reduction in his duties; (v) a successor company fails or refuses to assume the relocation of the Employee to a facility Company's obligations under this Agreement; or a location more than 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 Executive which is not effected for Disability death, disability or for Cause, or any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; . (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 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 purposes of clause (i) of the immediately preceding sentence, the Employee’s responsibilities shall be deemed to be materially reduced if the Employee is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoing, an Involuntary Termination only shall be deemed to have occurred upon the Employee’s resignation from the Company if (i) the Employee provides notice to the Company within ninety (90) days after the initial occurrence of the event forming the basis for the resignation and (ii) the Company fails to substantially cure the event within thirty (30) days after receiving notice.6)

Involuntary Termination. “Involuntary Termination” shall mean Notwithstanding the Company’s vesting schedule provided in paragraph (a), upon the involuntary termination of the Employee’s 's employment with the Employer, other than for Cause (as defined below) and due to (i) a reorganization or reduction in force for which the Employee would be eligible for pay under the Kinder Mxxxxx, Xxx. Xeverancx Xxxx, xr (ii) a termination where the Employer agrees to vest the unvested Restricted Stock Units as full or partial consideration for the Employee’s resignation from satisfaction of the Companyrequirements under Section 2(g), or (iii) a sale, transfer or discontinuation of any part of the operations or any business unit of the Employer, 100% of the unvested Restricted Stock Units shall vest [as applicableof the date of such termination of the Employee's employment], provided that the Employee satisfies the requirements of Section 2(g)[.] [; and provided, further, that the Performance Goals set forth in Exhibit I are achieved, either (i) prior to the date of such termination (with the Committee having certified such achievement), in either which case upon vesting shall occur as of the date of such termination, or within 3 months (ii) after the occurrence date of such termination and prior to the end of the applicable Performance Period, in which case vesting shall occur as of the date the Committee certifies such achievement. If the Performance Goals set forth in Exhibit I are not achieved prior to the end of the applicable Performance Period, the Employee's unvested Restricted Stock Units shall be automatically forfeited, and neither the Company nor any Affiliate shall have any further obligations to the Employee under this Agreement.] For purposes of this Agreement, “Cause” is defined as the Employee’s (i) grand jury indictment or prosecutorial information charging the Employee with illegal or fraudulent acts; (ii) conviction of a crime which, in the opinion of the Employer, would adversely affect the Employer’s reputation or business; (iii) willful refusal, without proper legal or medical cause, to perform the Employee’s duties and responsibilities; (iv) willfully engaging in conduct that the Employee has reason to know is injurious to the Employer; or (v) willful and material violation of any of the following events: (i) without the EmployeeEmployer’s express written consent, the material reduction of the Employee’s duties, authority, responsibilities, job title or reporting relationships relative to the Employee’s duties, authority, responsibilities, job title, or reporting relationships as in effect immediately prior to such reduction, or the assignment to the Employee of such reduced duties, authority, responsibilities, job title, or reporting relationships; (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities policies and perquisites (including office space, secretarial support, other support staff, and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is materially reduced; (v) the relocation of the Employee to a facility or a location more than twenty-five (25) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) any termination of the Employee by the Company which is not effected for Disability or for Cause, or any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 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 purposes of clause (i) of the immediately preceding sentence, the Employee’s responsibilities shall be deemed to be materially reduced if the Employee is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoing, an Involuntary Termination only shall be deemed to have occurred upon the Employee’s resignation from the Company if (i) the Employee provides notice to the Company within ninety (90) days after the initial occurrence of the event forming the basis for the resignation and (ii) the Company fails to substantially cure the event within thirty (30) days after receiving noticeprocedures.

Involuntary Termination. “Involuntary Termination” shall mean the Company’s termination of Employee’s employment or the Employee’s resignation from the Company, as applicable, in either case upon or within 3 months after the occurrence of any of the following events: (i) without the Employee’s express written consent, the material significant reduction of the Employee’s duties, authority, authority or responsibilities, job title or reporting relationships relative to the Employee’s duties, authority, responsibilities, job title, authority or reporting relationships responsibilities as in effect immediately prior to such reduction, or the assignment to the Employee of such reduced duties, authority, responsibilities, job title, authority or reporting relationshipsresponsibilities or change in Employee’s title relative to Employee’s current employment position; (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space, secretarial support, other support staff, and location) available to the Employee immediately prior to such reduction; (iii) a material reduction by the Company in the base salary or target bonus, if any, of the Employee as in effect immediately prior to such reduction; (iviii) a material reduction by the Company in the kind or level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is materially significantly reduced; (viv) the relocation of the Employee to a facility or a location more than twenty-five one hundred (25100) 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 that is not effected for Disability or for Cause, or any actual or purported termination effected by the Company for Disability or for Cause for which the grounds relied upon are not valid; (viivi) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 7(a6(a) below; or (viiivii) any act or set of facts or circumstances which that would, under California Colorado case law or statute, statute constitute a constructive termination of the Employee. For purposes of clause Notwithstanding this paragraph (e), a termination described subparagraph (i), (ii), (iii), (vi), or (vii) of the immediately preceding sentence, the Employee’s responsibilities shall be deemed to be materially reduced considered an involuntary termination only if the Employee is no longer an executive officer (in the case of current executive officers) or on the executive officer management staff (in the case of current E-Staff) of such ultimate parent entity. Notwithstanding the foregoing, an Involuntary Termination only shall be deemed to have occurred upon the Employee’s resignation from the Company if (i) the Employee provides has provided notice to the Company of the existence of the condition described within ninety (90) a period of 90 days after of the initial occurrence existence of the event forming the basis for the resignation condition and (ii) the Company fails to substantially cure is provided a period of 30 days during which it may remedy the event within thirty (30condition and not pay the Severance Payment provided for in Section 3(a) days after receiving noticeof this Agreement.