Common use of Resignation for Good Reason Clause in Contracts

Resignation for Good Reason. As used herein, “Good Reason” shall mean the occurrence of any of the following, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. As used herein, “Good Reason” shall mean the occurrence of any of the following, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles The Executive may resign from the current geographic location Employer at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds any time for “Good Reason” (as hereinafter defined) if: (A) the Executive provides the Employer written notice setting forth in reasonable detail the condition giving rise to Good Reason not later than ninety (90) days following the initial existence of such condition; (B) the Employer fails to remedy such condition within thirty (30) days after Executive has or should reasonably be expected to have had knowledge following the receipt of the occurrence thereof, such notice; and (BC) the Company has not cured such acts or omissions Executive resigns his employment by written notice to the Employer within thirty (30) days of its actual receipt the expiration of such noticethirty day cure period. For purposes of this Agreement, and “Good Reason” means that any of the following has occurred without the Executive’s consent: (Ci) there is any material adverse change in the nature or scope of the Executive’s responsibilities, or the Executive is assigned duties that are materially inconsistent with his duties as set forth in this Agreement, (ii) there is any material reduction in said duties, (iii) there is any reduction in the Executive’s compensation or benefits (other than as a result of a change in benefits consistently applied to similarly-situated service providers who hold equity; in no event however shall the Employer be authorized to reduce the Executive’s Base Salary then in effect without the Executive’s consent), (iv) the effective date Executive is not permitted by the Employer to take an unpaid leave of Executive’s termination for Good Reason occurs no later than ninety absence related to the serious illness of a member of his immediate family, or other personal emergency, (90v) there is a material failure, after ten (10) days after notice and opportunity to cure, by the initial existence Employer to perform any of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject its obligations to the terms Executive under this Agreement, (vi) the Employer relocates its executive offices to a location more than twenty-five (25) miles from Irvine, California, or (vii) the failure of any successor to honor any term of this Agreement. If Executive’s termination In connection with any such resignation, if applicable, the Executive shall also resign all officer and director positions with the Employer and Affiliates, including as a member of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceBoard.

Resignation for Good Reason. As used hereinIn the event the Executive resigns for Good Reason, the Executive shall be entitled to receive the Standard Entitlements, and the severance package described in subsection 8.2.1 above, provided, the Executive complies with the conditions described in subsection 8.2.2 above. For purposes of this Agreement, “Good Reason” shall mean means the Executive’s resignation of employment with the Company following the occurrence of any one or more of the following, in each case without the Executive’s express written consent: (ia) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction diminution in the Executive’s Base Salary without or in the express written consent Executive’s target bonus opportunity under the Incentive Plan as in effect for the year in which the termination occurs; (b) a material diminution in the Executive’s title, authority, duties or responsibilities; (c) a material failure to comply with Section 4 hereof; (d) relocation of the Executive, other ’s primary office more than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the Executive’s current geographic location at which Executive provides servicesoffice; or (ive) any other action or inaction that constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 this Agreement or 7 the Nondisclosure and Assignment of Ideas Agreement. For purposes of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) only exist if the Executive has first provided the Company with written provides a notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than Reason, in accordance with subsection 11.2 hereof, within ninety (90) days after the initial existence of such grounds and the facts or circumstances Company has had sixty (60) days from the date on which such notice is provided to cure such circumstances. If the Executive does not terminate his employment for Good Reason within sixty (60) days following the end of such sixty (60) day period within which the Company was entitled to remedy the course of conduct constituting Good Reason. Failure Reason but failed to timely provide such written notice or to timely resign employment means that do so, then the Executive will shall be deemed to have consented waived his right to and irrevocably waived the potential terminate for Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue with respect to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Servicesuch grounds.

Resignation for Good Reason. As used hereinThe Executive may resign for Good Reason effective 30 days after giving the notice contemplated by this Section 4(c), “unless the Company cures the event or condition constituting Good Reason within such period. For purposes of this Section 4(c), "Good Reason” " shall mean the occurrence of any one of the following, without Executive’s express written consent: (i) a material reduction diminution of the Executive’s 's title and status as set forth in this Agreement or assignment to duties or responsibilitiesand responsibilities inconsistent with those set forth in this Agreement; (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location the Executive to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within any place greater than thirty (30) days after Executive has miles from his current principal location (excluding New York City); or should reasonably be expected to have had knowledge (iii) a substantial reduction of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations 's compensation package as are set forth in this Agreement, unless such a reduction is made by the Company ratably with all other executives at similar levels of responsibility. Notwithstanding the foregoing, any of the events described in clauses (i) through (iii) of this Section 8(a4(c) shall constitute "Good Reason" only if the Company fails to cure such event within 30 days after receipt from the Executive of written notice of the event which constitutes Good Reason; and "Good Reason" under clauses (i) through (iii) above under shall cease to exist for an event on the circumstance when 60th day following the later of its occurrence or the Executive's actual knowledge thereof, unless the Executive has given the Company written notice thereof prior to such date. Further notwithstanding the foregoing, following a termination without Cause Change in Control, as such term is also a Separation from Servicedefined in Section 2(c) of the Equity Plan, for purposes of clause (i) above, "material diminution" shall be measured by comparing the nature of the Executive's duties, management responsibility, revenues of the respective business units managed or serviced by the Executive and the respective number of people reporting to the Executive before and after the Change in Control, rather than on the basis of Executive's title or to whom he reports following the Change in Control.

Resignation for Good Reason. As used herein, “Good Reason” shall mean the occurrence of any of the following, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles The Executive may resign from the current geographic location Company at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds any time for “Good Reason” (as hereinafter defined) if: (A) the Executive provides the Company written notice setting forth in reasonable detail the condition giving rise to Good Reason not later than ninety (90) days following the initial existence of such condition; (B) the Company fails to remedy such condition within thirty (30) days after Executive has or should reasonably be expected to have had knowledge following the receipt of the occurrence thereof, such notice; and (BC) the Executive resigns his employment by written notice to the Company has not cured such acts or omissions within thirty (30) days of its actual receipt the expiration of such noticethirty day cure period. For purposes of this Agreement, and “Good Reason” means that any of the following has occurred: (Ci) the effective date Executive is directed to perform an act that the Executive reasonably believes to be in contravention of law, or which the Executive reasonably believes would subject the Company or him to material liability, despite his express objection addressed to the Board with respect to such action, (ii) there is any material adverse change in the nature or scope of the Executive’s termination for Good Reason occurs responsibilities, or the Executive is assigned duties that are materially inconsistent with his duties as set forth in this Agreement, (iii) there is any material reduction in said duties, (iv) there is any reduction in the Executive’s compensation or benefits (other than as a result of a change in benefits consistently applied to senior management; in no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If event however shall the Company does timely cure or remedy be authorized to reduce the Good Reason eventExecutive’s Base Salary then in effect without the Executive’s consent), then (v) the Executive may either resign his or her employment without Good Reason or Executive may continue is not permitted by the Company to remain employed subject take an unpaid leave of absence related to the terms serious illness of a member of his immediate family, or other personal emergency, (vi) there is a material failure, after 10 days notice and opportunity to cure, by the Company to perform any of its obligations to the Executive under this Agreement, (vii) the Company relocates its executive offices to a location more than 25 miles from Irvine, California, or (viii) the failure of any successor to honor any term of this Agreement. If Executive’s termination In connection with any such resignation, if applicable, the Executive shall also resign as an officer and/or member of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceBoard.

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice to the Company of such termination, subject to Executive complying with the notice, cure period and other requirements set forth within the definition of Good Reason below. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, following without Executive’s express written consent: (i) a material reduction of in Executive’s duties base compensation (which includes Base Salary, the Executive’s target bonus and any other base compensation) and/or a material breach of this Agreement by the Company resulting from the failure to provide the compensation or responsibilities; benefits required in Section 4, (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels any action or inaction that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as Senior Vice President, Chief Financial Officer of the Company; and (iv) relocation of the Company’s office where Executive is providing Executive’s services to the Company to a location that increases Executive’s commute by thirty (30) miles or more, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt of such noticereceiving written notice from Executive, and Executive resigns within six (C6) months after Executive becomes aware of the effective date initial occurrence. In the event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. As used hereinDuring the twelve (12) month period after the Effective Date, you may terminate your employment for Good Reason within thirty (30) days of the event constituting Good Reason by delivering to the Company a notice specifying that you are terminating your employment for Good Reason, setting forth in reasonable detail the facts and circumstances you claim give you Good Reason, and giving the Company thirty (30) days to cure the circumstances you claim give you Good Reason. If you deliver such a notice and the Company fails to cure the circumstances you claim give you Good Reason within thirty (30) days resulting in a Separation (as defined in Paragraph 6(c)) then the Company shall pay you the same Severance Pay (as defined below) and premiums to continue your group health insurance coverage under COBRA you would have received if your employment had been terminated without cause pursuant Paragraph 6(b) of this Agreement, provided however, that you must sign a general release of known and unknown claims in a form satisfactory to the Company in order to receive such severance. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, following events if effected by the Company without Executive’s express written consentyour consent within twelve (12) months after the Effective Date: (i) a material reduction of Executive’s duties change in your position with the Company which materially diminishes your duties, responsibilities, or responsibilitiesauthority; (ii) a material reduction in the Executive’s diminution of your Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generallySalary; (iii) the a relocation of Executive’s your principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides servicesplace of employment by more than forty (40) miles; or (iv) a material breach of this Agreement by the Company of Sections 3 , 4 , 5 , 6 which remains uncured after reasonable notice and an opportunity to cure; or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (Bv) the Company has not cured such acts or omissions within thirty (30) days Company’s failure to secure the written assumption of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject material obligations under this Agreement from any successor to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceCompany.

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice to the Company of such termination, subject to Executive complying with the notice, cure period and other requirements set forth within the definition of Good Reason below. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, following without Executive’s express written consent: (i) a material reduction of in Executive’s duties base compensation (which includes Base Salary, the Executive’s target bonus and any other base compensation) and/or a material breach of this Agreement by the Company resulting from the failure to provide the compensation or responsibilities; benefits required in Section 4, (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels any action or inaction that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as Senior Vice President, Chief Administrative Officer of the Company; and (iv) relocation of the Company’s office where Executive is providing Executive’s services to the Company to a location that increases Executive’s commute by thirty (30) miles or more, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt of such noticereceiving written notice from Executive, and Executive resigns within six (C6) months after Executive becomes aware of the effective date initial occurrence. In the event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice to the Company of such termination, subject to Executive complying with the notice, cure period and other requirements set forth within the definition of Good Reason below. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, following without Executive’s express written consent: (i) a material reduction of in Executive’s duties base compensation (which includes Base Salary, the Executive’s target bonus and any other base compensation) and/or a material breach of this Agreement by the Company resulting from the failure to provide the compensation or responsibilities; benefits required in Section 4, (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels any action or inaction that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as Senior Vice President, Chief Commercial Officer of the Company; and (iv) relocation of the Company’s office where Executive is providing Executive’s services to the Company to a location that increases Executive’s commute by thirty (30) miles or more, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt of such noticereceiving written notice from Executive, and Executive resigns within six (C6) months after Executive becomes aware of the effective date initial occurrence. In the event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. As used hereinEmployee may, by written notice to Company during the Term, elect to terminate her employment on the basis of “Good Reasongood reason” shall mean the occurrence of any if there is (a) a material change of the following, principal location in which Executive is required to perform her duties hereunder without Executive’s express written consent: prior consent (i) it being agreed that any location within the state of Colorado shall not be deemed a material reduction of Executive’s duties change); or responsibilities; (iib) a material reduction in (or a failure to pay or provide a material portion of) Employee’s Total Salary or other benefits payable under this Agreement, or (c) a Change in Control of the Company. Any such notice of termination by Executive for “good reason” shall specify the circumstances constituting “good reason” and shall afford Company an opportunity to cure such circumstances at any time within the thirty (30) day period following the date of such notice. If Company does cure such circumstances within said thirty (30) day period, the notice of termination shall be withdrawn by Executive and of no further force and effect. If the circumstances cited in Executive’s Base Salary without notice qualify as “good reason” hereunder and are not cured within the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than this Agreement shall be terminated ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such Executive’s original written notice or to timely resign employment means that Executive will and such termination shall be deemed to have consented to treated in all respects as if it had been a termination without Cause and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason eventwithout notice, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms but not involving a Change in Control under Section 4.4 of this Agreement. If Executive’s Notwithstanding the foregoing, any voluntary termination of employment is by Employee following a Change in Control shall be a termination for “Good Reasongood reason” pursuant to this Section 4.6 if, but only if, the date of termination is no later than the later of (i) February 13 of the first calendar year following the year in which the Change in Control occurred and is also a Separation from Service, then Company shall, subject to (ii) the fifteenth day of the second month of Company’s fiscal year following the year in which the Change in Control occurred under Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation 4.4 of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Servicethis Agreement.

Resignation for Good Reason. As used hereinIn the event the Executive resigns for Good Reason, the Executive shall be entitled to receive the Standard Entitlements, and the severance package described in subsection 8.2.1 above, provided, the Executive complies with the conditions described in subsection 8.2.2 above. For purposes of this Agreement, “Good Reason” shall mean means the Executive’s resignation of employment with the Company following the occurrence of any one or more of the following, in each case without the Executive’s express written consent: (ia) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction diminution in the Executive’s Base Salary without or in the express written consent Executive’s target bonus opportunity under the Incentive Plan as in effect for the year in which the termination occurs; (b) a material diminution in the Executive’s title, authority, duties or responsibilities; (c) a material failure to comply with Section 4 hereof; (d) relocation of the Executive, other ’s primary office more than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the Executive’s current geographic location at which Executive provides servicesoffice; or (ive) any other action or inaction that constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 this Agreement or 7 the Nondisclosure and Assignment of Ideas Agreement. For purposes of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) only exist if the Executive has first provided the Company with written provides a notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than Reason, in accordance with subsection 11.2 hereof, within ninety (90) days after the initial existence of such grounds and the facts or circumstances Company has had sixty (60) days from the date on which such notice is provided to cure such circumstances. If the Executive does not terminate her employment for Good Reason within sixty (60) days following the end of such sixty (60) day period within which the Company was entitled to remedy the course of conduct constituting Good Reason. Failure Reason but failed to timely provide such written notice or to timely resign employment means that do so, then the Executive will shall be deemed to have consented waived her right to and irrevocably waived the potential terminate for Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue with respect to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Servicesuch grounds.

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice of such termination, which termination will become effective on the thirtieth (30th) day following receipt by the Company. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent and/or a material breach of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles this Agreement resulting from the current geographic location at which Executive provides services; failure to provide the benefits required in Section 4, (ii) any action or (iv) inaction that constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as Senior Vice President, General Counsel and Corporate Secretary of the Company; and (iv) relocation of the Company’s headquarters to a location that materially increases Executive’s commute, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt of such noticereceiving written notice from Executive, and Executive resigns within six (C6) months after Executive becomes aware of the effective date initial occurrence. In the event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. As used hereinEmployee may, by written notice to Company during the Term, elect to terminate his employment on the basis of “Good Reasongood reason” shall mean the occurrence of any if there is (a) a material change of the following, principal location in which Executive is required to perform his duties hereunder without Executive’s express written consent: prior consent (i) it being agreed that any location within the state of Colorado shall not be deemed a material reduction of Executive’s duties change); or responsibilities; (iib) a material reduction in (or a failure to pay or provide a material portion of) Employee’s Total Salary or other benefits payable under this Agreement or (c) a Change in Control of Company. Any such notice of termination by Executive for “good reason” shall specify the circumstances constituting “good reason” and shall afford Company an opportunity to cure such circumstances at any time within the thirty (30) day period following the date of such notice. If Company does cure such circumstances within said thirty (30) day period, the notice of termination shall be withdrawn by Executive and of no further force and effect. If the circumstances cited in Executive’s Base Salary without notice qualify as “good reason” hereunder and are not cured within the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than this Agreement shall be terminated ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such Executive’s original written notice or to timely resign employment means that Executive will and such termination shall be deemed to have consented to treated in all respects as if it had been a termination without Cause and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason eventwithout notice, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms but not involving a Change in Control under Section 4.4 of this Agreement. If Executive’s Notwithstanding the foregoing, any voluntary termination by Employee following a Change of employment is Control shall be a termination for “Good Reasongood reason” pursuant to this Section 4.6 if, but only if, the date of termination is no later than the later of (i) February 13 of the first calendar year following the year in which the Change of Control occurred and is also a Separation from Service, then Company shall, subject to Section 8(f(ii) and Section 8(i) below and Executivethe fifteenth day of the second month of Company’s execution and non-revocation fiscal year following the year in which the Change of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceControl occurred.

Resignation for Good Reason. As used hereinIn the event Executive resigns for good reason as set forth in Section 10(f) and 11 above, “Good Reason” Company shall mean pay Executive: (1) all unpaid Base Salary, earned for the occurrence of any remainder of the followingtime he/she continues to be employed at OSS, without up to a maximum of sixty (60) days, less required deductions and withholdings; (2) Bonus pursuant to Section 5(b) above for any year that has been completed through the last date of employment, that has not yet been paid to Executive, less required deductions and withholdings; and (3) any unreimbursed expenses incurred in accordance with Company policy. In addition, upon Executive signing and returning an effective Release and Waiver at or after his/her last day of employment within the time frame set forth therein, but in no event later than forty-five (45) days following Executive’s express written consentlast day of employment, Executive shall be entitled to: (i1) a material reduction separation payments in an aggregate amount of three (3) months of Executive’s duties or responsibilities; (ii) a material reduction in then-current Base Salary, paid to Executive on the ExecutiveCompany’s Base Salary without the express written consent of the Executiveregular paydays, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to standard payroll deductions and withholdings, with the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shallfirst such payment being made, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h13(b) below, have on the same obligations as are set forth in Section 8(afirst payday following the date the Release and Waiver becomes effective (it being understood that such first payment shall include any amounts otherwise payable hereunder on paydays that occur prior to the date the Release and Waiver becomes effective); and (2) above provided that Executive timely elects such coverage, the continuation of Executive’s group health continuation coverage under the circumstance when Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) at the Company’s expense for a termination without Cause period of three (3) months following the Executive’s last day of employment; provided, however, that in the event Executive becomes eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately. For avoidance of doubt, a Release and Waiver shall not be deemed to be effective for purpose of this Section unless and until the period for revocation, as provided by applicable law, shall have expired. In the event Executive pursues a claim for breach of contract, Executive agrees that the maximum damage that Executive may recover for breach of contract is also a Separation from Servicethree (3) months’ salary at his/her then current wage level and three (3) months’ COBRA premiums. The payments described in this Section 12(f) are collectively referred to as “Severance Benefits.” In the event Executive is eligible for Severance Benefits under this Section 12(f), Executive is not eligible for any Severance Benefits under Section 12(b) or 12(c) herein.

Resignation for Good Reason. As used herein, “Good Reason” shall mean the occurrence of any of the following, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the by Company of Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction Compensation as in compensation levels that applies effect immediately prior to all senior executives generallysuch reduction; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from constitutes a material change in the current geographic location at which Executive provides servicesservices (within the meaning of Section 409A, as defined below); or (iv) a material breach by the Company of Sections 3 3, 4 4, 5 5, 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) 8.f and Section 8(i) 8.h below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) 8.g below, have the same obligations as are set forth in Section 8(a) 8.a above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. As used herein, “Good Reason” shall mean the occurrence of any The amount of the following, without Executive’s express written consent: (i) a material reduction of Executive’s duties Units that vest upon such an Involuntary Termination or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation Resignation for Good Reason shall be effective unless and until determined as follows: (A) Executive if the Committee has first provided issued its certification in accordance with paragraph (i) of this Section 3 by the Company date of your termination, in accordance with written notice specifically identifying the acts Committee’s certification, or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) if the Company Committee has not cured such acts issued its certification in accordance with paragraph (i) of this Section 3 by the date of your termination, as if the Performance Goals had been met at the Median level. For the avoidance of doubt, in the event of your termination of employment after the Employment Date and during a Change in Control Period as a result of your Involuntary Termination or omissions within thirty Resignation for Good Reason, the Units shall vest and be settled in accordance with paragraphs (30a) days of its actual receipt of such notice, and (Ci) of this Section 3. Notwithstanding the effective date foregoing, if you are a party to an Other Agreement and such Other Agreement contains provisions regarding the vesting or forfeiture of Executive’s termination Units upon Involuntary Termination or Resignation for Good Reason occurs no later during a Change in Control Period (or the substantial equivalent of any of the foregoing) in a manner consistent with Article 18 of the Plan, the unvested Units shall vest or be forfeited in accordance with the terms of your Other Agreement. If such Other Agreement provides for vesting upon Involuntary Termination or Resignation for Good Reason during a Change in Control Period (or the substantial equivalent thereof) but does not contain express provisions as to whether and the extent to which performance goals must be met for an award to vest upon such an Involuntary Termination or Resignation for Good Reason (or the substantial equivalent thereof), the amount of the Units that vest upon such an Involuntary Termination or Resignation for Good Reason (or the substantial equivalent thereof) shall be determined as set forth at (A) or (B) of this paragraph (g), whichever is applicable. Any Units that become vested in accordance with this paragraph (g) shall be settled in Shares as soon as practicable, but not more than ninety (90) days days, after the initial existence date of termination. Notwithstanding any of the facts foregoing, in connection with a Change in Control, you shall receive the greater of the benefits provided under this Agreement or circumstances constituting Good Reason. Failure any such Other Agreement to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason eventwhich you are a party, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Serviceduplication.

Resignation for Good Reason. As used hereinThe Executive may voluntarily terminate his employment hereunder for Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, without Executive’s express written consentmean: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material any reduction in the Executive’s Base Salary without by the express written consent of the ExecutiveCompany, or any other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of the compensation and benefits provisions set forth in Sections 4 and 5 hereof; (ii) prior to the Transition Date, any removal of the Executive from the position of Interim CEO, Interim President, and CFO of the Company; (iii) on or after the Transition Date, any removal of the Executive from the position of Senior Executive Vice President or Chief Administrative Officer of the Company or Chief Financial Officer, or any requirement that the Executive report to anyone other than the Chief Executive Officer; (iv) any material diminution in the Executive’s authority or responsibilities with the Company or the Bank from that provided in the applicable provisions of Section 3 hereof, 4 , 5 , 6 or 7 of this Agreement; provided, however, that no resignation for Good Reason the change in the Executive’s role with the Company as of the Transition Date, shall not be effective unless and until considered a material diminution of the Executive’s authority or responsibilities with the Company; (v) the occurrence of a Change in Control during the Interim Period in which (A) the Executive has first provided does not become CEO, President and CFO of the Company with written notice specifically identifying ultimate parent company of the acts company or omissions constituting companies that result from the grounds transaction for the remainder of the Interim Period, and (B) the Executive does not become the Senior Executive Vice President, Chief Administrative Officer and Chief Financial Officer of the ultimate parent company of the company or companies that result from the transaction beginning on the Transition Date; (vi) the occurrence of a Change in Control after the Transition Date in which the Executive does not become the Senior Executive Vice President, Chief Administrative Officer and Chief Financial Officer of the ultimate parent company of the company or companies that result from the transaction; or (vii) any relocation by the Company, without the Executive’s consent, of the Executive’s principal business office outside of the Boston, Massachusetts metropolitan area. Notwithstanding the foregoing, in no event shall the Executive be considered to have terminated his employment for “Good Reason” within thirty unless and until (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (Bi) the Company has not cured receives written notice from the Executive, within 30 days following the occurrence of the event alleged to constitute Good Reason, and setting forth in reasonable detail the facts and circumstances claimed to provide a basis of termination for Good Reason and specifically referencing applicable provisions of this Section 6(c), and (ii) such acts or omissions are not cured by the Company within thirty (30) 15 days of its actual following the Company’s receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. As used hereinEmployee may, by written notice to Company during the Term, elect to terminate his employment on the basis of “Good Reasongood reason” shall mean the occurrence of any if there is (a) a material change of the following, principal location in which Executive is required to perform his duties hereunder without Executive’s express written consent: prior consent (i) it being agreed that any location within the state of Colorado shall not be deemed a material reduction of Executive’s duties change); or responsibilities; (iib) a material reduction in (or a failure to pay or provide a material portion of) Employee’s Total Salary or other benefits payable under this Agreement or (c) a Change in Control of Company. Any such notice of termination by Executive for “good reason” shall specify the circumstances constituting “good reason” and shall afford Company an opportunity to cure such circumstances at any time within the thirty (30) day period following the date of such notice. If Company does cure such circumstances within said thirty (30) day period, the notice of termination shall be withdrawn by Executive and of no further force and effect. If the circumstances cited in Executive’s Base Salary without notice qualify as “good reason” hereunder and are not cured within the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than this Agreement shall be terminated ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such Executive’s original written notice or to timely resign employment means that Executive will and such termination shall be deemed to have consented to treated in all respects as if it had been a termination without cause and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason eventwithout notice, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms but not involving a Change in Control under Section 4.4 of this Agreement. If Executive’s Notwithstanding the foregoing, any voluntary termination by Employee following a Change of employment is Control shall be a termination for “Good Reasongood reason” pursuant to this Section 4.6 if, but only if, the date of termination is no later than the later of (i) February 13 of the first calendar year following the year in which the Change of Control occurred and is also a Separation from Service, then Company shall, subject to Section 8(f(ii) and Section 8(i) below and Executivethe fifteenth day of the second month of Company’s execution and non-revocation fiscal year following the year in which the Change of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceControl occurred.

Resignation for Good Reason. As used herein, Employee may terminate employment for “Good Reason” shall mean the occurrence of any of the followingif, without ExecutiveEmployee’s express written prior consent, the Company: (i) a material reduction reduces Employee’s Base Salary (other than reductions permitted by Section 4(a) of Executive’s duties this Agreement), Target Bonus, or responsibilitiesTarget Stock Award; (ii) a material reduction in materially changes the ExecutiveEmployee’s Base Salary without the express written consent principal location of employment as of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generallyEffective Date of this Agreement; (iii) materially reduces Employee’s responsibilities as in effect on the relocation of Executive’s principal work location to a facility Effective Date or a location that is 50 miles from materially changes the current geographic location at which Executive provides servicesreporting relationship as in effect on the Effective Date; or (iv) commits a material breach by of the Company’s material obligations under this Agreement, including without limitation the compensation provisions thereof. Before terminating employment for Good Reason, Employee must within forty-five (45) days of the initial existence of the putative Good Reason condition specify in writing to the Company the nature of Sections 3 , 4 , 5 , 6 the act or 7 of this Agreement; provided, omission that no resignation for Employee deems to constitute Good Reason shall be effective unless and until (A) Executive has first provided the provide Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, notice to correct the situation (and (C) thus provide the effective date of ExecutiveCompany with opportunity to prevent Employee’s termination for Good Reason). Employee’s termination for Good Reason occurs must occur no later than ninety six (906) days months following the date on which such Good Reason condition initially arose. The parties specifically agree that the occurrence of a Change in Control shall not, by itself, constitute Good Reason, and that Good Reason shall exist after a Change in Control only upon the initial existence occurrence of one or more of the facts events described above. Furthermore, for the avoidance of doubt, in the event that a Change of Control occurs, neither (i) a change in RCN’s status as a publicly traded company, (ii) the Company’s operation as a subsidiary, (iii) a change in title or circumstances constituting position (so long as such change is not a reduced title or position) of the person or entity to whom Employee directly reports (Employee’s “Supervisor”), nor (iv) a change in the title or position (so long as such change is not a reduced title or position) of the person or entity to whom Employee’s Supervisor directly reports shall, in and of itself, constitute Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. As used hereinFor purposes of this Agreement, resignation by Executive for “Good Reason” shall mean resignation only for the occurrence of any of following events that occurs without the following, without Executive’s express written consent: (ia) a material reduction of the Company materially reduces Executive’s base salary or Executive’s Target Bonus opportunity, (b) the assignment to the Executive of any duties which diminish in any material respect the Executive’s position with the Company (including status, offices, titles and reporting requirements), authority, duties or responsibilities; , (iic) a any material reduction in failure by the Executive’s Base Salary without Company to comply with any of the express provisions of any employment agreement between Executive and the Company, which is not remedied within 30 days after written consent of notice thereof from the Executive, other than an across-the-board reduction (d) if Executive is not based in compensation levels that applies Alliance’s Resource Center in Southern California, and the Company requires Executive to all senior executives generally; (iii) materially change the relocation location of Executive’s principal work location office to a facility or a location that more than sixty (60) miles from Executive’s then-current residence, (e) if Executive’s principal office is 50 located in Alliance’s Resource Center in Southern California, and the Company moves Alliance’s Resource Center more than sixty (60) miles from the current geographic location at which Executive provides services; then present office location, or (ivf) following the Effective Date, (i) the Company or any of its affiliates completes a material breach by new transaction (a “Transaction”) which results in the legal, beneficial or equitable ownership transfer of at least a majority of the aggregate of all voting equity interests of the Company, (ii) during the thirty (30) day period immediately following the six month anniversary of such Transaction, Executive delivers written notice to the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no Executive’s intent to resign and (iii) such resignation for Good Reason shall be is effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after the date such notice is delivered to the Company. The Company and Executive has or should reasonably be expected further agree that for a resignation to have had knowledge constitute a resignation by Executive for “Good Reason” under any of the occurrence thereofsubsection (a) through (e), (Bi) Executive must provide written notice to the Company has not cured such acts or omissions of Executive’s intent to resign within thirty (30) days of its actual receipt one of such noticethe first occurrence of one of the triggering events outlined in this Section 5, and (Cii) the effective date Company must fail to cure the condition giving rise to Good Reason within thirty (30) days following its receipt of Executive’s termination for Good Reason occurs no later than ninety notice and (90iii) Executive’s resignation must be effective within thirty (30) days after following the initial existence Company’s failure to cure. For purposes of clarity the purchase by Fujian Thai Hot Investment Co., Ltd. of more than a majority of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to Company’s common stock from funds managed by Oaktree Capital Management, L.P. and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason eventMTS Health Investors, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” LLC, and is also Xxxxx X. Xxxxxxxx shall not constitute a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceTransaction.”

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice to the Company of such termination, subject to Executive complying with the notice, cure period and other requirements set forth within the definition of Good Reason below. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, following without Executive’s express written consent: (i) a material reduction of in Executive’s duties or responsibilities; base compensation (which includes Base Salary, the Executive’s target annual bonus and any other base compensation), (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels any action or inaction that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as Senior Vice President, Chief Financial Officer of the Company; and (iv) a relocation of the Executive’s primary work location to a location that increases Executive’s commute by thirty (30) miles or more, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt receiving written notice from Executive, and Executive resigns within six (6) months after Executive becomes aware of the initial occurrence. To the extent Executive’s principal work location is not the Company’s offices or facilities due to a shelter-in-place order, quarantine order, or similar work-from-home requirement that applies to Executive, Executive’s principal work location, from which a change in location under the foregoing clause (iv) will be measured, will be considered the Company’s office or facility location where Executive’s employment with the Company primarily was or would have been based immediately prior to the commencement of such noticeshelter-in-place order, and (C) quarantine order, or similar work-from-home requirement. In the effective date event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. As used hereinThe Executive may terminate his employment by the Company for Good Reason (as defined below) by providing written notice thereof to the Company (the “Resignation Notice”) at least forty-five (45) days prior to the effective date of the resignation, which notice shall set forth in reasonable detail the nature of the facts and circumstances which constitute Good Reason and the Company shall have thirty (30) days after receipt of the Resignation Notice to cure in all material respects the facts and circumstances which constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence occurrence, during the Employment Term, of any of the followingfollowing actions or failures to act, without but in each case only if it is not consented to by the Executive in writing: (a) a material adverse change in the Executive’s express written consent: duties, reporting responsibilities, titles or elected or appointed offices as in effect immediately prior to the effective date of such change; (ib) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction by the Company in the Executive’s Base Salary without or annual bonus opportunity in effect immediately prior to the express written consent effective date of such reduction, not including any reduction resulting from changes in the market value of securities or other instruments paid or payable to the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (ivc) a material breach by any change of more than 50 miles in the Company location of Sections 3 , 4 , 5 , 6 or 7 the principal place of employment of the Executive immediately prior to the effective date of such change. For purposes of this Agreement; provideddefinition, that no resignation for Good Reason none of the actions described in clauses (a) and (b) above shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for constitute “Good Reason” with respect to the Executive if it was an isolated and inadvertent action not taken in bad faith by the Company and if it is remedied by the Company within thirty (30) days after receipt of written notice thereof given by the Executive has or should reasonably be expected to have had knowledge (or, if the matter is not capable of the occurrence thereof, (B) the Company has not cured such acts or omissions remedy within thirty (30) days days, then within a reasonable period of its actual receipt of time following such noticethirty (30) day period, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means provided that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or has commenced such remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for within said thirty (30) day period); provided that “Good Reason” and is also a Separation from Service, then Company shall, subject shall cease to Section 8(fexist for any action described in clauses (a) and Section 8(i(b) below and above on the sixtieth (60th) day following the later of the occurrence of such action or the Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) belowknowledge thereof, have unless the same obligations as are set forth in Section 8(a) above under Executive has given the circumstance when a termination without Cause is also a Separation from ServiceCompany written notice thereof prior to such date.

Resignation for Good Reason. As used hereinThe Executive may voluntarily terminate his employment hereunder for Good Reason (as defined below) upon written notice to the Company in accordance with the definition thereof. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, without Executive’s express written consentfollowing events: (iA) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of its obligations under this Agreement; or (B) the Executive’s position, duties, responsibilities, or authority have been materially reduced or the Executive has repeatedly been assigned duties that are materially inconsistent with his duties set forth herein, in each case, without the Executive’s consent; provided, that, it is understood and agreed that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the failure of the shareholders of the Company with to elect or re-elect the Executive to serve on the Board (or the reduction of the Executive’s position, duties, responsibilities or authority associated therewith) shall not be deemed to be a breach by the Company of its obligations under this Agreement, be deemed to be a reduction in the Executive’s position, duties, responsibilities or authority or otherwise be deemed to give rise to Good Reason. “Good Reason” shall not be deemed to exist, however, unless (1) the Executive shall have given written notice specifically identifying to the Company specifying in reasonable detail the Company’s acts or omissions constituting that the grounds for Executive alleges constitute “Good Reason” within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge the first occurrence of the occurrence thereof, (B) such circumstances and the Company has not cured shall have failed to cure any such acts act or omissions omission within thirty sixty (3060) days of its actual receipt of such written notice, and (C2) the effective date Executive actually terminates employment within one hundred eighty (180) days following the initial occurrence of Executive’s termination for the of any of the foregoing conditions that he considers to be “Good Reason occurs no later Reason.” If the Executive fails to provide this-notice and-cure period prior to his resignation, or resigns more than ninety one hundred eighty (90180) days after the initial existence existing of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive condition, his resignation will not be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is be for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.”

Resignation for Good Reason. As used hereinThe Executive may terminate his employment by the Company for Good Reason (as defined below) by providing written notice thereof to the Company (the “Resignation Notice”) at least 45 days prior to the effective date of the resignation, which notice shall set forth in reasonable detail the nature of the facts and circumstances which constitute Good Reason and the Company shall have 30 days after receipt of the Resignation Notice to cure in all material respects the facts and circumstances which constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence occurrence, during the Employment Term, of any of the followingfollowing actions or failures to act, without but in each case only if it is not consented to by the Executive in writing: (a) a material adverse change in the Executive’s express written consent: duties, reporting responsibilities, titles or elected or appointed offices as in effect immediately prior to the effective date of such change; (ib) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction by the Company in the Executive’s Base Annual Salary without or annual bonus opportunity in effect immediately prior to the express written consent effective date of such reduction, not including any reduction resulting from changes in the market value of securities or other instruments paid or payable to the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (ivc) a material breach by any change of more than 50 miles in the Company location of Sections 3 , 4 , 5 , 6 or 7 the principal place of employment of the Executive immediately prior to the effective date of such change. For purposes of this Agreement; provideddefinition, that no resignation for Good Reason none of the actions described in clauses (a) and (b) above shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for constitute “Good Reason” with respect to the Executive if it was an isolated and inadvertent action not taken in bad faith by the Company and if it is remedied by the Company within thirty (30) 30 days after receipt of written notice thereof given by the Executive has or should reasonably be expected to have had knowledge (or, if the matter is not capable of the occurrence thereofremedy within 30 days, (B) then within a reasonable period of time following such 30-day period, provided that the Company has not cured commenced such acts or omissions remedy within thirty (said 30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means -day period); provided that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject shall cease to Section 8(fexist for any action described in clauses (a) and Section 8(i(b) below and above on the 60th day following the later of the occurrence of such action or the Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) belowknowledge thereof, have unless the same obligations as are set forth in Section 8(a) above under Executive has given the circumstance when a termination without Cause is also a Separation from ServiceCompany written notice thereof prior to such date.

Resignation for Good Reason. Employee may terminate this Agreement for Good Reason (as defined below) by giving written notice of such termination, which termination will become effective on the thirtieth (30th) day following receipt by the Company. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, without Executive’s express written consent: (i) a material reduction of Executivein Employee’s duties or responsibilitiesBase Salary and/or a material failure to provide the benefits required in Section 4; (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, any other than an across-the-board reduction in compensation levels action or inaction that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Employee’s authority, duties or responsibilities such that they are materially inconsistent with his position as Chief Financial Officer of the Company; (iv) relocation of the Company’s headquarters to a location more than thirty (30) miles from 0000 Xxxxxxx Xxxxxx in Anaheim, California; and (v) in the event of a Change in Control (as defined below), failure of the successor to the Company or to the Company’s business (A) to offer Employee the position of Chief Financial Officer of the successor company, reporting only to the board of directors and/or the chief executive officer of the successor to the Company, with duties, responsibilities, compensation and benefits materially similar to those enjoyed by Employee immediately preceding the Change in Control, or (B) to assume the obligations of the Company under and to become a party to this Agreement, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive Employee has first provided given the Company with written notice specifically identifying (pursuant to Section 8(g) below) within sixty (60) days of the acts initial occurrence of any of the foregoing specifying the event or omissions condition constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of Reason and the occurrence thereofspecific reasonable cure requested by Employee, (B) the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt of such noticereceiving written notice from Employee, and Employee resigns within six (C6) months following the effective date initial occurrence. In the event of Executive’s a termination for Good Reason occurs no later than ninety (90) days Reason, Employee will be entitled to the Accrued Benefits and the Severance Benefits, on the same conditions as would apply to Employee if he were terminated without cause on or after the initial existence 91st day of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceInitial Term.

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice to the Company of such termination, subject to Executive complying with the notice, cure period and other requirements set forth within the definition of Good Reason below. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, following without Executive’s express written consent: (i) a material reduction of in Executive’s duties base compensation (which includes Base Salary, the Executive’s target bonus and any other base compensation) and/or a material breach of this Agreement by the Company resulting from the failure to provide the compensation or responsibilities; benefits required in Section 4, (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels any action or inaction that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as Senior Vice President, General Counsel and Corporate Secretary of the Company; and (iv) relocation of the Company’s office where Executive is providing Executive’s services to the Company to a location that increases Executive’s commute by thirty (30) miles or more, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt of such noticereceiving written notice from Executive, and Executive resigns within six (C6) months after Executive becomes aware of the effective date initial occurrence. In the event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.5(a). Executive Employment Agmt Std 11.15.19 Accuray Confidential

Resignation for Good Reason. As used hereinNotwithstanding Section 4(c), the Executive may terminate his employment by the Company for Good Reason (as defined below) by providing written notice thereof to the Company (the “Resignation Notice”) at least thirty (30) days prior to the Resignation Date, which notice shall set forth in reasonable detail the nature of the facts and circumstances which constitute “Good Reason” (as defined below) and Company shall mean the occurrence of any of the following, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within have thirty (30) days after Executive has or should reasonably be expected to have had knowledge receipt of the occurrence thereofResignation Notice to cure in all material respects the facts and circumstances which constitute Good Reason. In the event of a termination for Good Reason, the Executive shall be entitled to: (Bi) payment of that portion of the Company has not cured such acts or omissions within thirty Executive's Annual Salary that the Executive earned through and including the Resignation Date, at the rate of the Annual Salary in effect at that time; (30ii) days of its actual receipt of such notice, and any Termination Vacation Pay; (Ciii) any bonus earned prior to the effective date Resignation Date that remains unpaid; (iv) payment of Executive’s termination for Good Reason occurs no later than ninety (90) days after Annual Salary, at the initial existence rate of the facts Annual Salary in effect at that time, commencing on the Resignation Date and continuing for the twelve (12) month period thereafter; (v) immediate vesting of any RSUs granted pursuant to Section 3(c) and (vi) if such termination occurs on or circumstances constituting Good Reason. Failure before December 31, 2017, a cash payment of $407,022; in each case (i)-(vi) provided, however, that the Executive executes and delivers to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject a complete release agreement in form and substance reasonably acceptable to the terms of this AgreementCompany. If Executive’s termination of employment is In addition, the Company shall be obligated to continue any health and welfare benefits provided to the Executive under Section 3(d) throughout the period commencing on the Termination Date and continuing for “Good Reason” and is also a Separation from Servicetwelve (12) month period thereafter. Except as provided herein or required by applicable law, then Company shall, subject the Executive shall not be entitled to any other compensation or benefits. With respect to Section 8(f4(d)(iv) and Section 8(i) below and Executive’s execution and non-revocation of a binding release above, such payments shall be paid in accordance with Section 8(h) belowthe then-prevailing payroll practices of the Company, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Serviceless applicable taxes, payroll deductions and withholdings required by law.

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice to the Company of such termination, subject to Executive complying with the notice, cure period and other requirements set forth within the definition of Good Reason below. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, following without Executive’s express written consent: (i) a material reduction of in Executive’s duties or responsibilities; base compensation (which includes Base Salary, the Executive’s target annual bonus and any other base compensation), (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels any action or inaction that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as Senior Vice President, Global Operations of the Company; and (iv) a relocation of the Executive’s primary work location to a location that increases Executive’s commute by thirty (30) miles or more, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt receiving written notice from Executive, and Executive resigns within six (6) months after Executive becomes aware of the initial occurrence. To the extent Executive’s principal work location is not the Company’s offices or facilities due to a shelter-in-place order, quarantine order, or similar work-from-home requirement that applies to Executive, Executive’s principal work location, from which a change in location under the foregoing clause (iv) will be measured, will be considered the Company’s office or facility location where Executive’s employment with the Company primarily was or would have been based immediately prior to the commencement of such noticeshelter-in-place order, and (C) quarantine order, or similar work-from-home requirement. In the effective date event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. As used herein, “Executive may terminate this Agreement and Executive's employment hereunder for Good Reason” . "Good Reason" shall mean be defined in the same manner as it is defined by Section 1.6 of the Form of Severance Agreement, except that the occurrence of any a Change of Control will not be necessary for Executive to exercise his right to resign for Good Reason. A termination of employment by the Executive for Good Reason shall be effectuated by giving the Company written notice ("Notice of Termination for Good Reason") of the followingtermination within six (6) months of the occurrence of the event constituting Good Reason or, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent of if such event is not immediately recognizable by the Executive, other than an across-the-board reduction within six (6) months of the date the Executive became or reasonably should have become aware of such event (but in compensation levels that applies to all senior executives generally; (iii) no event beyond the relocation expiration of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 Term of this Agreement; provided), setting forth in reasonable detail the specific conduct of the Company that no resignation constitutes Good Reason and the specific provision(s) of this Agreement on which the Executive relies. A termination of employment by the Executive for Good Reason shall be effective unless and until on the thirtieth (A30th) Executive has first provided day following the Company with written notice specifically identifying date when the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge Notice of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination Termination for Good Reason occurs is given, unless the notice sets forth a later date (which date shall in no event be later than ninety sixty (9060) days after the initial existence notice is given); provided, however, that no event described hereunder shall constitute Good Reason if such event is a result of an isolated, insubstantial and inadvertent action that is not taken in bad faith and that is remedied by the Company within five (5) days after receipt of the facts Notice of Termination for Good Reason by the Company from the Executive. The Executive's continued employment shall not constitute consent to, or circumstances a waiver of rights with respect to, any act or failure to act constituting Good ReasonReason hereunder. Failure to timely provide such written notice or to timely resign employment means In the event that Executive will be deemed to have consented to and irrevocably waived the potential terminates this Agreement for Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to in accordance with the terms of this Agreement, Executive shall be entitled to: (i) Base Salary for the remainder of the Term of this Agreement; (ii) a performance bonus for each year remaining in the Term of this Agreement (prorated for partial years remaining) as if Executive and Company attained all performance goals at target; (iii) removal of the restriction for the twenty thousand (20,000) shares of Company stock with a one (1) year restriction period provided by Section 3(c) of this Agreement, without regard to whether the one (1) year period has elapsed; (iv) removal on a pro rated basis of the restriction for the thirty thousand (30,000) shares of Company stock with a five (5) year restriction period provided by Section 3(c) of the Agreement (e.g., if Executive is employed for two (2) full years, the restriction would be removed from 2/5 of the 5 year restricted stock); (v) immediate vesting of the Long-Term Incentive provided by Section 3(d) of this Agreement; and (vi) immediate vesting of all benefits under the Senior Executive Supplemental Plan provided by Section 3(e) of this Agreement (i.e., Executive will be eligible to retire at age 55 with a benefit of sixteen and one-half percent (16.5%) of pay (average annual base pay plus average annual incentive)). If Executive’s In return for the separation benefits provided herein, Executive will execute a waiver releasing the Company and its affiliates from all claims related his employment or the termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Servicehis employment.

Resignation for Good Reason. As used Employee shall be entitled to terminate his employment ---------------------------- for Good Reason as defined herein, “. If Employee terminates his employment for Good Reason he shall be entitled to the compensation and benefits provided in Paragraph 8(c)(i) hereof. "Good Reason” " shall mean the occurrence of any of the following, following circumstances without Executive’s Employee's express written consentconsent unless such breach or circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination given in respect hereof: (i) a the material reduction breach of Executive’s duties or responsibilitiesany of the Company's obligations under this Agreement without Employee's express written consent; (ii) a material reduction in the Executive’s Base Salary without continued assignment to Employee of any duties inconsistent with the express written consent office of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally__________________________; (iii) the relocation failure by the Company to pay to Employee any portion of Executive’s Employee's compensation on the date such compensation is due; (iv) the failure by the Company to continue to provide Employee with benefits substantially similar to those enjoyed by other officers who have entered into similar employment agreements with Employer under any of the Company's medical, health, accident, and/or disability plans in which Employee was participating immediately prior to such time; (v) a change in the location of Employee's principal work location to a facility or a location that is place of employment by the Company by more than 50 miles from the current geographic location at which Executive provides serviceswhere he was principally employed immediately prior to the date of such change; or (ivvi) a material breach by the failure of the Company of Sections 3 , 4 , 5 , 6 or 7 of to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement; provided, that no resignation for Good Reason as contemplated in Section 13 hereof. In addition, the occurrence of any Corporate Change (as defined below), shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “constitute "Good Reason” " hereunder, but only if Employee terminates his employment within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after following the initial existence effective date of such Corporate Change. A "Corporate Change" shall occur if (A) the Company (1) shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than a previously wholly-owned subsidiary of the facts Company) or circumstances constituting Good Reason. Failure (2) is to timely provide be dissolved and liquidated, and as a result of or in connection with such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived transaction, the potential Good Reason event. If persons who were directors of the Company does timely cure before such transaction shall cease to constitute a majority of the Board, (B) any person or remedy entity, including a "group" as contemplated by Section 13(d)(3) of the Good Reason eventSecurities Exchange Act of 1934, then Executive may either resign his as amended, acquires or her employment gains ownership or control (including, without Good Reason limitation, power to vote) of 20% or Executive may continue more of the outstanding shares of the Company's voting stock (based upon voting power), and as a result of or in connection with such transaction, the persons who were directors of the Company before such transaction shall cease to remain employed subject constitute a majority of the Board, or (C) the Company sells all or substantially all of the assets of the Company to any other person or entity (other than a wholly-owned subsidiary of the Company) in a transaction that requires shareholder approval pursuant to the terms of this AgreementTexas Business Corporation Act. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.(f)

Resignation for Good Reason. As used hereinFor purposes of this Agreement, “Good Reason” shall mean the occurrence of that any one of the following, following events occurs during the Executive’s employment with the Company without Executive’s express written consent: (i) a material any involuntary reduction of Executive’s duties annual base salary (including earned or responsibilitiesgranted bonus) by more than 5%; (ii) a any material reduction in the Executive’s Base Salary without the express written consent package of benefits and incentives provided to the Executive, or any action by the Company which would materially and adversely affect the Executive’s participation or reduce the Executive’s benefits under any such plans, except to the extent that such benefits and incentives of all other than an across-the-board reduction in compensation levels that applies to all senior executives generallyofficers of the Company are similarly reduced; (iii) any material change in Executive’s position or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith that is remedied by the relocation Company promptly after notice thereof is given by Executive; (iv) the Company’s requiring Executive to relocate to any place outside of a twenty-five (25) mile driving distance of Executive’s principal current work site unless the new work location is closer to a facility the Executive’s home or a location that is 50 miles from the current geographic location at Executive accepts such relocation opportunity; (v) any failure to pay Executive any compensation or benefits to which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions is entitled within thirty (30) days of its actual receipt the date due; or (vi) any material breach of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If this Agreement by the Company does timely cure or remedy the Good Reason eventother than as otherwise specified in this paragraph, then including, without limitation. Executive may either resign terminate his or her employment without for Good Reason or so long as Executive may continue to remain employed subject tenders his resignation to the terms Company within 90 days after the occurrence of this Agreementthe event which forms the basis for his resignation for Good Reason. If Executive shall provide written notice to the Company describing the nature of the event which forms the basis for Executive’s termination of employment is resignation for “Good Reason” , and the Company shall thereafter have ten (10) days to cure such event. In the event that the Executive resigns for Good Reason at a date that is also a Separation from Servicefollowing the Effective Date, then the Company shall, subject shall pay to Section 8(fExecutive severance pay (less applicable tax withholdings) and Section 8(i) below and Executivean amount equal to six month’s execution and non-revocation of a binding release Base Salary paid monthly in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceCompany’s then current payroll practices.

Resignation for Good Reason. As used hereinExecutive’s resignation for Good Reason, as set forth below, shall be treated in all respects like a Termination by the Company without Cause. In the event Executive’s resignation is deemed to be for Good Reason, Executive shall, subject to execution of a Release, receive separation pay benefits outlined in Section 6.5. For these purposes, the following provisions shall be applicable: (a) The term “Good Reason” shall mean the occurrence of any of the following, without Executive’s express written consent: (i) a The occurrence of any material reduction breach by the Company or any of Executive’s duties its affiliates of the terms of this Agreement or responsibilitiesof the terms of any other material agreement between Executive and the Company or any of its affiliates; (ii) The Company’s assignment to Executive of any duties materially inconsistent with Executive’s position, including any other action which results in a material reduction diminution in the Executive’s Base Salary without the express written consent of the Executivesuch status, other than an across-the-board reduction in compensation levels that applies to all senior executives generallytitle, authority, duties or responsibility; (iii) the The relocation of Executive’s principal work location office to a facility or a location that is 50 more than 35 miles from outside Executive’s office location as agreed at the current geographic location at which Executive provides servicestime of execution of this Agreement; or (iv) The Company’s failure, following a Change in Control, to obtain the assumption in writing of all of the Company’s material breach obligations under the Executive’s employment agreement and any of the Executive’s outstanding grants or awards by the successor to all or substantially all of the assets of the Company or any Subsidiary within fifteen (15) days after a reorganization, merger, consolidation, sale or other disposition of Sections 3 assets of the Company or such Subsidiary. (b) Notwithstanding the foregoing, 4 , 5 , 6 or 7 of this Agreement; provided, that no Executive’s resignation shall not be deemed to be for Good Reason shall be effective unless and until (A) if Executive has first consented to the condition claimed to constitute Good Reason, nor shall Executive’s resignation be deemed to be for Good Reason, unless Executive has provided any written notice to the Company with written notice specifically identifying specifying the acts event or omissions constituting the grounds for “condition claimed to constitute Good Reason” Reason within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after following the initial existence of such event or condition, and the facts Company has, after receipt of such notice of Good Reason from Executive, failed to cure or circumstances constituting correct such condition or event within sixty (60) days following the Company’s receipt of Executive’s notice of intent to resign for Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and nonDocuSign Envelope ID: E834C922-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.1215-4EF4-93D5-85B7EB95CF9C

Resignation for Good Reason. As used hereinFor purposes of this Agreement, resignation by Executive for “Good Reason” shall mean resignation only for the occurrence of any of following events that occurs without the following, without Executive’s express written consent: (ia) a material reduction of the Company materially reduces Executive’s base salary, (b) the assignment to the Executive of any duties which diminish in any material respect the Executive’s position with the Company (including status, offices, titles and reporting requirements), authority, duties or responsibilities; , (iic) a any material reduction in failure by the Executive’s Base Salary without Company to comply with any of the express provisions of any employment agreement between Executive and the Company, which is not remedied within 30 days after written consent of notice thereof from the Executive, other than an across-the-board reduction (d) if Executive is not based in compensation levels that applies Alliance’s Resource Center in Southern California, and the Company requires Executive to all senior executives generally; (iii) materially change the relocation location of Executive’s principal work location office to a facility or a location that more than sixty (60) miles from Executive’s then-current residence, (e) if Executive’s principal office is 50 located in Alliance’s Resource Center in Southern California, and the Company moves Alliance’s Resource Center more than sixty (60) miles from the current geographic location at which Executive provides services; then present office location, or (ivf) following the Effective Date, (i) the Company or any of its affiliates completes a material breach by new transaction (a “Transaction”) which results in the legal, beneficial or equitable ownership transfer of at least a majority of the aggregate of all voting equity interests of the Company, (ii) during the thirty (30) day period immediately following the six month anniversary of such Transaction, Executive delivers written notice to the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no Executive’s intent to resign and (iii) such resignation for Good Reason shall be is effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after the date such notice is delivered to the Company. The Company and Executive has or should reasonably be expected further agree that for a resignation to have had knowledge constitute a resignation by Executive for “Good Reason” under any of the occurrence thereofsubsection (a) through (e), (Bi) Executive must provide written notice to the Company has not cured such acts or omissions of Executive’s intent to resign within thirty (30) days of its actual receipt one of such noticethe triggering events outlined in this Section 5, and (Cii) the effective date Company must fail to cure the condition giving rise to Good Reason within thirty (30) days following its receipt of Executive’s termination for Good Reason occurs no later than ninety notice and (90iii) Executive’s resignation must be effective within thirty (30) days after following the initial existence Company’s failure to cure. For purposes of clarity the purchase by Fujian Thai Hot Investment Co., Ltd. of more than a majority of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to Company’s common stock from funds managed by Oaktree Capital Management, L.P. and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason eventMTS Health Investors, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” LLC, and is also Xxxxx X. Xxxxxxxx shall not constitute a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceTransaction.”

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice to the Company of such termination, subject to Executive complying with the notice, cure period and other requirements set forth within the definition of Good Reason below. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, following without Executive’s express written consent: (i) a material reduction of in Executive’s duties or responsibilities; base compensation (which includes Base Salary, the Executive’s target annual bonus and any other base compensation), (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels any action or inaction that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as Senior Vice President, General Counsel and Corporate Secretary of the Company; and (iv) a relocation of the Executive’s primary work location to a location that increases Executive’s commute by thirty (30) miles or more, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt receiving written notice from Executive, and Executive resigns within six (6) months after Executive becomes aware of the initial occurrence. To the extent Executive’s principal work location is not the Company’s offices or facilities due to a shelter-in-place order, quarantine order, or similar work-from-home requirement that applies to Executive, Executive’s principal work location, from which a change in location under the foregoing clause (iv) will be measured, will be considered the Company’s office or facility location where Executive’s employment with the Company primarily was or would have been based immediately prior to the commencement of such noticeshelter-in-place order, and (C) quarantine order, or similar work-from-home requirement. In the effective date event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. As used herein, “Good Reason” shall mean the The occurrence of any of the following, --------------------------- following events during the Term without Executive’s his express written consentconsent shall entitle Executive to resign for Good Reason ("Good Reason Event") during the Term: (i) a any material reduction diminution in the nature or scope of Executive’s duties 's authority, powers, functions, duties, positions or responsibilitiesresponsibilities from those provided under this Agreement, or the assignment of duties, responsibilities or reporting relationships that are inconsistent with his then positions or responsibilities under this Agreement (other than with respect to AX on or after a Transition Termination); (ii) a material reduction in without Executive's consent, relocation by more than 50 miles of Executive's office, or of GX's principal executive offices, from the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies principal executive office location established pursuant to all senior executives generallySection Error! Reference source not found.(a) hereof; (iii) any material uncured breach by GX of this Agreement (including any failure to provide compensation when and as required hereunder, unless cured within 10 business days of such failure); (iv) failure of any successor of AX or GX to assume in writing all obligations imposed on the relocation applicable assignor hereunder on or prior to the date of Executive’s principal work location such succession, unless such assumption occurs by operation of law; (v) failure to a facility appoint or a location that is 50 miles from the current geographic location at which elect or reelect Executive provides servicesas GX CEO and Director; or (ivvi) a material breach by the Company GX notice of Sections 3 , 4 , 5 , 6 or 7 nonrenewal of this Agreement; provided, that no resignation for . For 60 days following the occurrence of a Good Reason Event, Executive shall be effective unless have the right to deliver a notice of breach to GX detailing the specific Good Reason Event that has occurred. In the event that GX does not cure the breach, if susceptible of cure, within 60 days after receipt of notice, then Executive shall have 30 days to deliver notice of resignation. Upon such resignation, Executive shall receive the same payments and until (Abenefits as provided in Section Error! Reference source not found. hereof. If Executive resigns under this Section 7(d) Executive has first provided the Company with written notice specifically identifying as a result of the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of GX and not as a result of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty of AX, then (301) days AX shall have no obligation in respect of its actual receipt of such notice, the payments required to be made to Executive under this Section 7(d) and (C2) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may AX Employment Agreement shall thereafter continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in effect in accordance with Section 8(h) belowits terms without giving further effect to any amendments to such agreement contained herein. Notwithstanding the foregoing, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause if Executive's employment with AX is also a Separation terminated within thirty days of Executive's resignation from Service.GX, Executive shall retain all claims against AX under

Resignation for Good Reason. As used hereinThe Executive may terminate his or her employment for “Good Reason” at any time upon forty-five (45) days’ notice to the Employer. For this purpose, “Good Reason” shall mean be deemed to exist if, absent the occurrence of any of the following, without Executive’s express written consent: (i) there is a material reduction diminution in title and/or duties, responsibilities or authority of the Executive’s duties , including a change in reporting responsibilities such that the Executive no longer reports directly to the USFD Board (as defined below) or responsibilitiesits successor or, following a restructuring, merger or acquisition or other similar event, the Board of Directors of the ultimate parent entity resulting from such an event; (ii) the Employer changes the geographic location of the Executive’s principal place of business to a location that is at least fifty (50) miles away from the geographic location of the Executive’s principal place of business prior to such change (“Relocation”); (iii) there is a willful failure or refusal by the Employer to perform any material obligation under this Agreement; or (iv) there is a reduction in the Executive’s annual rate of base salary as in effect on the date of this Agreement (or as the same may be increased hereafter) (“Annual Base Salary without Salary”) or annual bonus target percentage of base salary as in effect on the express written consent date of this Agreement (or as the Executivesame may be increased hereafter) (the “Target Bonus Percentage”); provided, other than an across-the-board reduction however, and notwithstanding anything to the contrary in compensation levels this Agreement, that applies to all senior executives generally; (iii) if the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or condition described in clause (iv) a material breach by occurs and the Company of Sections 3 Executive terminates employment for Good Reason, 4 then any severance payments or benefits determined under this Agreement with reference to the Executive’s Annual Base Salary and Target Bonus Percentage, 5 , 6 or 7 shall instead be determined prior to any reduction in the Executive’s Annual Base Salary and Target Bonus Percentage described in clause (iv) of this Agreement; provided. In any case of any event described in clauses (i) through (iv) above, the Executive shall only have ninety (90) days from the date the event that no resignation for constitutes Good Reason shall be effective unless and until (A) Executive has first provided arises to provide the Company Employer with written notice specifically identifying the acts or omissions constituting of the grounds for “a Good Reason” within Reason termination, and the Employer shall have a period of thirty (30) days to cure after Executive has or should reasonably be expected to have had knowledge receipt of the occurrence thereof, (B) written notice. Following the Company has not cured such acts or omissions within expiration of the Company’s thirty (30) day cure period, the Executive shall have sixty (60) days to resign due to Good Reason. Resignation by the Executive following Employer’s cure or before the expiration of its actual receipt of such notice, the thirty (30) day cure period shall constitute a voluntary resignation and (C) the effective date of Executive’s not a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. As used herein, Executive may terminate this Agreement and Executive’s employment hereunder for Good Reason. “Good Reason” shall mean be defined in the same manner as it is defined by Section 1.6 of the Form of Severance Agreement, except that the occurrence of any a Change of Control will not be necessary for Executive to exercise his right to resign for Good Reason. A termination of employment by the Executive for Good Reason shall be effectuated by giving the Company written notice (“Notice of Termination for Good Reason”) of the followingtermination within six (6) months of the occurrence of the event constituting Good Reason or, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent of if such event is not immediately recognizable by the Executive, other than an across-the-board reduction within six (6) months of the date the Executive became or reasonably should have become aware of such event (but in compensation levels that applies to all senior executives generally; (iii) no event beyond the relocation expiration of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 Term of this Agreement; provided), setting forth in reasonable detail the specific conduct of the Company that no resignation constitutes Good Reason and the specific provision(s) of this Agreement on which the Executive relies. A termination of employment by the Executive for Good Reason shall be effective unless and until on the thirtieth (A30th) Executive has first provided day following the Company with written notice specifically identifying date when the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge Notice of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination Termination for Good Reason occurs is given, unless the notice sets forth a later date (which date shall in no event be later than ninety sixty (9060) days after the initial existence notice is given); provided, however, that no event described hereunder shall constitute Good Reason if such event is a result of an isolated, insubstantial and inadvertent action that is not taken in bad faith and that is remedied by the Company within five (5) days after receipt of the facts Notice of Termination for Good Reason by the Company from the Executive. The Executive’s continued employment shall not constitute consent to, or circumstances a waiver of rights with respect to, any act or failure to act constituting Good ReasonReason hereunder. Failure to timely provide such written notice or to timely resign employment means In the event that Executive will be deemed to have consented to and irrevocably waived the potential terminates this Agreement for Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to in accordance with the terms of this Agreement, Executive shall be entitled to: (i) Base Salary for the remainder of the Term of this Agreement; (ii) a performance bonus for each year remaining in the Term of this Agreement (prorated for partial years remaining) as if Executive and Company attained all performance goals at target; (iii) removal of the restriction for the twenty thousand (20,000) shares of Company stock with a one (1) year restriction period provided by Section 3(c) of this Agreement, without regard to whether the one (1) year period has elapsed; (iv) removal on a pro rated basis of the restriction for the thirty thousand (30,000) shares of Company stock with a five (5) year restriction period provided by Section 3(c) of the Agreement (e.g., if Executive is employed for two (2) full years, the restriction would be removed from 2/5 of the 5 year restricted stock); (v) immediate vesting of the Long-Term Incentive provided by Section 3(d) of this Agreement; and (vi) immediate vesting of all benefits under the Senior Executive Supplemental Plan provided by Section 3(e) of this Agreement (i.e., Executive will be eligible to retire at age 55 with a benefit of sixteen and one-half percent (16.5%) of pay (average annual base pay plus average annual incentive)). If Executive’s In return for the separation benefits provided herein, Executive will execute a waiver releasing the Company and its affiliates from all claims related his employment or the termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Servicehis employment.

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice to the Company of such termination, subject to Executive complying with the notice, cure period and other requirements set forth within the definition of Good Reason below. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, following without Executive’s express written consent: (i) a material reduction of in Executive’s duties base compensation (which includes Base Salary, the Executive’s target bonus and any other base compensation) and/or a material breach of this Agreement by the Company resulting from the failure to provide the Executive Employment Agmt Std 11.15.19 Accuray Confidential compensation or responsibilities; benefits required in Section 4, (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels any action or inaction that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as Senior Vice President, Chief Commercial Officer of the Company; and (iv) relocation of the Company’s office where Executive is providing Executive’s services to the Company to a location that increases Executive’s commute by thirty (30) miles or more, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt of such noticereceiving written notice from Executive, and Executive resigns within six (C6) months after Executive becomes aware of the effective date initial occurrence. In the event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice to the Company of such termination, subject to Executive complying with the notice, cure period and other requirements set forth within the definition of Good Reason below. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, following without Executive’s express written consent: (i) a material reduction of in Executive’s duties or responsibilities; base compensation (which includes Base Salary, the Executive’s target annual bonus and any other base compensation), (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels any action or inaction that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as President and Chief Executive Officer of the Company; and (iv) a relocation of the Executive’s primary work location to a location that increases Executive’s commute by thirty (30) miles or more, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt receiving written notice from Executive, and Executive resigns within six (6) months after Executive becomes aware of the initial occurrence. To the extent Executive’s principal work location is not the Company’s offices or facilities due to a shelter-in-place order, quarantine order, or similar work-from-home requirement that applies to Executive, Executive’s principal work location, from which a change in location under the foregoing clause (iv) will be measured, will be considered the Company’s office or facility location where Executive’s employment with the Company primarily was or would have been based immediately prior to the commencement of such noticeshelter-in-place order, and (C) quarantine order, or similar work-from-home requirement. In the effective date event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. As used Executive also may resign employment with Company and terminate this Agreement for Good Reason, provided that Executive gives Company written notice of the Good Reason condition within 60 days from the initial existence of the Good Reason condition, which written notice shall provide a 30-day period during which Company may remedy the actions that Executive has identified as the condition constituting grounds for a resignation for Good Reason. If Company has not remedied the Good Reason condition within 30 days following such notice from Executive, then Executive must resign his employment with Company within 30 days of the end of the remedy period or he will have forever waived his right to resign for Good Reason for such condition upon that occurrence, but not future occurrences of the same condition. Upon such a termination, Executive will be treated in accordance with paragraph 5.A herein, as if Executive’s employment had been terminated by Company without Cause. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, without Executive’s express written consentmeans: (i) a material reduction Executive no longer reports to the Chief Operating Officer of Executive’s duties or responsibilitiesCompany (unless Executive then reports to the Chief Executive Officer of Company); (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location office at Company to a facility or a location that is 50 more than 100 miles from its location as of the current geographic location at which Executive provides servicesdate of this Agreement without Executive’s written consent; (iii) a material diminution in Executive’s duties, responsibilities or authority; (iv) a material breach diminution in Executive’s then Base Salary; or (v) Company’s requiring Executive to engage in unlawful conduct upon express direction of the Board. As part of the consideration for entering into this Agreement with Company, by the Company of Sections 3 , 4 , 5 , 6 or 7 of executing and becoming a party to this Agreement; provided, that no resignation for Good Reason shall be effective unless and until Executive hereby (Ai) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds waives any right to resign for “Good Reason” within thirty under the Prior Agreement and/or this Agreement as a result of Executive accepting the position described in this Agreement (30) days after Executive has or should reasonably be expected including, without limitation, any changes to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90duties, responsibilities, title, offices, reporting relationship and location) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of as contemplated by this Agreement. If Executive’s termination of employment is for “Good Reason” Such waiver shall apply to any and is also a Separation from Serviceall compensation arrangements, then bonus plans, equity award plans or other arrangements established by Company shallin which the Executive participates, subject to Section 8(f) including, without limitation, this Agreement and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServicePrior Agreement.

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice of such termination, which termination will become effective on the thirtieth (30th) day following receipt by the Company. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without and/or a material failure to provide the express written consent of the Executivebenefits required in Section 4, (ii) any other than an across-the-board reduction in compensation levels action or inaction that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his position as Chief Operating Officer of the Company; (iv) relocation of the Company’s headquarters to a location that materially increases Executive’s commute, and (iv) in the event of a Change in Control (as defined below), failure of the successor to the Company or to the Company’s business (A) to offer Executive the position of Chief Operating Officer of the successor company with duties, responsibilities, compensation and benefits materially similar to those enjoyed by Executive immediately preceding the Change in Control, or (B) to assume the obligations of the Company under and to become a party to this Agreement, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying (pursuant to Section 11 below) within sixty (60) days of the acts initial occurrence of any of the foregoing specifying the event or omissions condition constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of Reason and the occurrence thereofspecific reasonable cure requested by Executive, (B) the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt of such noticereceiving written notice from Executive, and Executive resigns within six (C6) months following the effective date initial occurrence. In the event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations as are conditions set forth in the final paragraph of Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).