Common use of Termination by Employee Clause in Contracts

Termination by Employee. In the event Employee terminates this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s notice.

Termination by Employee. In the event If Employee terminates this Agreement, his employment with the Company shall be obligated for any reason other than as a result of his death or Disability or his resignation for “good reason” (as defined below), then all the obligations of the Company set forth in this Agreement will cease, other than the obligation to pay Employee that pro-rata portion of Employee, on his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Dateemployment termination date, any earned but unpaid incentive compensation, compensation for services rendered through that termination date and any accrued but unpaid paid time off unused vacation days as of that termination date (collectively, the “PTOAccrued Obligations”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment). If Employee terminates his employment with the Company for “good reason” (as defined below) during the Term, then in addition to Employee’s right to receive the Accrued Obligations, Employee will, upon Employee’s satisfaction of the Release Condition set forth in Section 7(b) below, become entitled to the Separation Payment (as defined below) and the Additional Payments (as defined below), to the same extent as if Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach had been terminated by the Company “without cause” (as defined below) during the Term, and Employee will also be entitled, in accordance with the applicable provisions of its obligations hereunderSection 4 above, provided that, upon to the occurrence accelerated vesting of any equity awards Employee holds at the time of these acts or omissionssuch termination. Following Employee’s termination of his employment with the Company under this Section 7(a), Employee gives will continue to be obligated to comply with the Company notice terms of his belief that he has Good Reason to terminate this Employee’s Proprietary Information and Inventions Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticerestrictive covenants set forth in Section 9 below.

Termination by Employee. In Employee may, upon giving the event Employee terminates Company no less than 30 days’ advance written notice, terminate Employee’s employment without Good Reason or for Good Reason. For purposes of this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. term “Good Reason” shall mean mean, without the express written consent of Employee, the occurrence of one of the following arising on or after the Effective Date, as determined in a manner consistent with Treasury Regulation § 1.409A-1(n)(2)(ii): (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2i) a material reduction in Employee’s compensation package other than as mutually agreedbase compensation, (3ii) a material diminution in Employee’s involuntary authority, duties or responsibilities, (iii) a permanent relocation in the geographic location at which Employee must perform services to a principal place of work location more than thirty (30) 50 miles from Charlottethe location at which Employee normally performed services immediately before the relocation; (iv) a material reduction in the authority, North Carolina duties or responsibilities of the person to whom Employee reports; or (4v) any other action or inaction that constitutes a material breach by the Company of this Agreement. Neither a transfer of employment among the Company and any of its obligations hereunderAffiliates nor the Company or an Affiliate entering into a co-employer relationship with a personnel services organization constitutes Good Reason. In the case of Employee’s allegation of Good Reason, provided that, upon (A) Employee shall provide notice to the Company of the event alleged to constitute Good Reason within 60 days after the occurrence of any such event, and (B) the Company shall have the opportunity to remedy the alleged Good Reason event within 30 days from receipt of these acts or omissionsnotice of such allegation. If not remedied within that 30-day period, Employee gives may submit a Notice of Termination pursuant to Section 5(e), provided that the Company notice Notice of his belief Termination must be given no later than 100 days after the expiration of such 30 day period; otherwise, Employee is deemed to have accepted such event, or the Company’s remedy of such event, that he has may have given rise to the existence of Good Reason; provided, however, such acceptance shall be limited to the occurrence of such event and shall not waive Employee’s right to claim Good Reason with respect to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticefuture similar events.

Termination by Employee. In the event Employee terminates this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted may terminate her employment hereunder (i) for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off Good Reason (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, ) by providing the Company with written notice of termination at least sixty (60) days prior to terminate this Agreement. If Employee has the effective date of such termination or (ii) without Good Reason then he shall receive the severance outlined in subsection at any time (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon it being understood that a termination under this Agreement, Section 4(e)(ii) shall not be considered a termination for Good Reason). A termination of employment by Employee shall be treated as if he was employed during such thirty (30) day period. for “Good Reason” shall mean (1) a material involuntary reduction termination by Employee of her employment with the Company upon the occurrence of any of the following events and the failure by the Company to correct the circumstances set forth in Employee’s dutiesnotice of termination within twenty (20) days of such notice (provided, authoritythat the Company shall have no cure right with respect to clause (ii) below, reporting responsibility or function by provided, further, that the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than cure period shall be thirty (30) miles from Charlottedays in the case of clause (iv) below, North Carolina provided, further, that there shall be no cure period in the case of clause (v) below): (i) the assignment to Employee of duties and responsibilities which are materially different from, and that result in a substantial diminution of, the duties and responsibilities that she has or is to assume on the date hereof pursuant to Section 1, (4ii) a reduction in the rate of, or failure to timely pay, Employee’s Base Salary or Incentive Bonus (except for the reductions expressly provided for in this Agreement), (iii) the Company requiring Employee to be based anywhere other than New York, New York (periodic and reasonable business travel shall not be considered basing Employee elsewhere), (iv) a material breach by the Company of its obligations hereunderthis Agreement, provided that, upon the occurrence Redemption Agreement or a material breach by the Company or EHI of any other agreements with Employee, or (v) the failure of these acts or omissionsthe Company’s sole incorporator to take the action described in Section 8(d)(ii) of the Redemption Agreement within one (1) business day after the Conversion; provided, Employee gives however, the Company notice resulting diminution of his belief that he has title, duties and responsibilities from the hiring of a replacement CEO pursuant to Section 1 shall not be deemed Good Reason to terminate this Agreement and the Company fails to cure within thirty for purposes of clause (30i) business days of receipt of Employee’s noticeabove.

Termination by Employee. In the event Employee terminates this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted Employee’s employment for any increase theretoreason, which is earned but unpaid as of whether or not during the Termination DateTerm, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will whether or not be entitled to, nor will he receive, any type of severance payment, unless he has for Good Reason, Employee shall give the Company not less than sixty (60) days prior written notice of termination, provided the notice of Good Reason (as defined below, to terminate this Agreement. If Employee has Good Reason then he ) shall receive constitute notice of termination for purposes of the severance outlined in subsection sixty (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (3060) day notice period required therein; providedonly. Upon a termination of Employee’s employment with the Company under this Section 5(d), howeverthe effective date of termination shall be the date set forth in Employee’s resignation notice (assuming such date is in compliance with the notice provisions of this Section 5(d)) or an earlier date as determined by the Company after the Company’s receipt of such notice, for in its sole discretion, but not earlier than the date on which the Company learned of Employee’s decision to terminate Employee’s employment. For purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean the occurrence of any of the following, without Employee’s consent, that is not cured by the Company within thirty (130) days of the Company’s receipt of Employee’s written notice that the occurrence constitutes Good Reason: (i) a material involuntary reduction in of Employee’s position, duties, authority, reporting responsibility or function by responsibilities with the Company, (2ii) a material reduction in of Employee’s compensation package Base Salary provided in Section 3(a) of this Agreement, other than as mutually agreeda reduction which is generally applicable to all executives of the Company, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4iii) a material breach by Company of this Agreement; or (iv) requiring Employee to move or relocate Employee’s primary place of employment or relocation of the Company’s headquarters more than seventy-five (75) miles from the then current place of employment or headquarters; provided that (A) any resignation for Good Reason must be made within sixty (60) days of the occurrence set forth in (i) - (iv) above and (B) any resignation by Employee while the Company has “Cause” for termination of its obligations hereunder, provided that, upon Employee shall not be considered to be a resignation without Good Reason. Employee shall not have the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has right to terminate Employee’s employment for Good Reason to terminate this Agreement unless Employee actually terminates employment within ninety (90) days following receipt of, and the Company fails to cure within thirty (30) business days of receipt of in accordance with, Employee’s written notice.

Termination by Employee. In the event Employee terminates this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his her current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him her through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he she receive, any type of severance payment, unless he she has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he she shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he she was employed during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (42) a material breach by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his her belief that he she has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s notice.

Termination by Employee. Employee may terminate Employee's employment hereunder at any time, for Good Reason or without Good Reason, effective upon the date designated by Employee in written notice of the termination of his employment hereunder pursuant to this Section 9A. For purposes of this Agreement, Good Reason shall mean the failure by the Company to pay in a timely manner base salary or any other material form of compensation or material Benefit to be paid or provided to Employee which failure is not cured within ten (10) business days after notice to Company. In the event of a termination of Employee's employment hereunder pursuant to this Section 9A, this Agreement shall terminate effective upon receipt by Company of Employee's notice of termination. In such event, Employee's rights to compensation and benefits hereunder shall terminate as of the date of termination, except that Employee terminates shall be entitled to the accrued and unpaid base salary, employee benefits (including expense reimbursement) as provided herein ("Benefits") and other forms of compensation and bonus payable herein ("Other Compensation") up through the date of termination. In addition, solely if such termination is for Good Reason and provided Employee signs Company's standard form termination letter as provided for in Section 10 below, Employee shall be entitled to receive (i) severance in an amount equal to the Employee's base salary, and (ii) medical and dental coverage on terms and conditions comparable to those most recently provided to the Employee pursuant to this Agreement, both for the period of twelve (12) months commencing upon the date of such termination. Except as specifically set forth in this Section 9A, all base salary, Benefits and Other Compensation shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to Employee. Except as specifically set forth in this Section 9A, the Company shall be obligated have no liability or obligation to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for or any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to other person claiming under or through him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt reason of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticetermination.

Termination by Employee. In Employee may terminate his employment hereunder by providing Employer with a written notice of termination at least one hundred twenty (120) days prior to the event Employee terminates this Agreementeffective date of such termination in the case of a termination other than for Good Reason (as defined below) or sixty (60) days prior to the effective date of such termination in the case of a termination for Good Reason. As used herein, the Company "Good Reason" shall be obligated mean (a) a substantial adverse alteration in Employee's status, position or responsibilities, (b) a reduction in Employee's base salary or any failure to pay Employee that pro-rata portion any compensation or benefits to which he is entitled within five days after notice of his current semi-monthly Base Salary paymentsuch failure is given to Employer by Employee, as adjusted (c) the material breach by Employer of any of its agreements set forth in Sections 2, 5 and 6 hereof which continues unremedied for any increase theretoa period of thirty (30) days after receipt by the general partner of Employer of a written demand for performance by Employee, which is earned but unpaid as written demand specifically identifies in reasonable detail the manner in which Employee believes that Employer has not performed its obligations, (d) Employer requires Employee to be based at any place outside a 30-mile radius from Scottsdale, Arizona, except for reasonably required travel on business of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date Employer and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such paymentaffiliates. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, Agreement for purposes of calculating payment upon termination under this AgreementGood Reason, Employee shall be treated as if he was employed during such thirty (30) day periodentitled to the payments and benefits provided for in Section 10(c). “If Employee terminates this Agreement without Good Reason” , Employer shall mean have no further obligation to Employee except to pay (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3i) Employee’s involuntary relocation to a principal place 's salary earned but unpaid through the date of work more than thirty termination of this Agreement, and (30ii) miles from Charlotteall other employee benefits that were earned by Employee and had vested at the time of such termination, North Carolina or (4) a material breach by payable in accordance with the Company terms of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticeplans under which such benefits accrued.

Termination by Employee. In Employee may, upon giving the event Employee terminates Company no less than 30 days’ advance written notice, terminate Employee’s employment without Good Reason or for Good Reason. For purposes of this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. term “Good Reason” shall mean mean, without the express written consent of Employee, the occurrence of one of the following arising on or after the Effective Date, as determined in a manner consistent with Treasury Regulation § 1.409A-1(n)(2)(ii): (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2i) a material reduction in Employee’s compensation package other than as mutually agreedbase compensation, (3ii) a material diminution in Employee’s involuntary authority, duties or responsibilities, (iii) a permanent relocation in the geographic location at which Employee must perform services to a principal place of work location more than thirty (30) 50 miles from Charlottethe location at which Employee normally performed services immediately before the relocation; (iv) a material reduction in the authority, North Carolina duties, or responsibilities of the person to whom Employee reports; or (4v) any other action or inaction that constitutes a material breach by the Company of this Agreement. Neither a transfer of employment among the Company and any of its obligations hereunderAffiliates nor the Company or an Affiliate entering into a co-employer relationship with a personnel services organization constitutes Good Reason. In the case of Employee’s allegation of Good Reason, provided that, upon (A) Employee shall provide notice to the Company of the event alleged to constitute Good Reason within 60 days after the occurrence of any such event, and (B) the Company shall have the opportunity to remedy the alleged Good Reason event within 30 days from receipt of these acts or omissionsnotice of such allegation. If not remedied within that 30-day period, Employee gives may submit a Notice of Termination pursuant to Section 5(e), provided that the Company notice Notice of his belief Termination must be given no later than 100 days after the expiration of such 30 day period; otherwise, Employee is deemed to have accepted such event, or the Company’s remedy of such event, that he has may have given rise to the existence of Good Reason; provided, however, such acceptance shall be limited to the occurrence of such event and shall not waive Employee’s right to claim Good Reason with respect to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticefuture similar events.

Termination by Employee. In the event Employee terminates this Agreementhis employment other than for Good Reason, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any the annual incentive amounts (if any) earned but unpaid and payable under the terms of the AICP that have not been paid (which annual incentive compensationamounts shall be paid on or about the date incentive amounts are paid to other Company executives), any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. expenses (collectively, the “Accrued Obligations”), and Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has . If Employee terminates his employment for Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the Accrued Obligations and the severance outlined payments set forth in subsection (B)(ii)(b) below addressing in the same amount as for a Termination by the Company without Cause, subject to its the requirements set forth therein for receipt of such paymentpayments, including execution of a Release. If Employee terminates Employee’s employment pursuant to this subsection (B)(i)employment, then the Company, at its option, may require Employee to cease providing services during the required thirty (30) day notice period required thereinperiod; provided, however, for purposes of calculating payment payments upon termination under this Agreementof employment, Employee shall be treated as if he was employed during such thirty (30) day period. For purposes of this Agreement, “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreedagreed upon by the Parties, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina Carolina, or (4) a material breach by the Company of its obligations hereunderunder this Agreement. Notwithstanding the foregoing, provided that, upon the occurrence of any of these acts or omissionsthe events described in the preceding sentence will not constitute Good Reason, unless Employee gives the Company written notice within thirty (30) days of his belief the initial occurrence of the event that he has Employee believes constitutes Good Reason to terminate this Agreement and his employment, the Company fails to cure any such event within thirty (30) business days of receipt of Employee’s notice, and the Employee resigns within thirty (30) days after the end of such thirty (30) day cure period.

Termination by Employee. In Employee may terminate this Agreement for cause upon fifteen (15) days' written notice to Employer (during which period Employee shall continue to perform the event duties of Southeast Regional Managing Director under this Agreement or as specified by the Board), provided that (i) such written notice shall specify the nature of Employer's action or actions as the result of which Employee terminates this Agreement, has the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, right to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment Agreement pursuant to this subsection (B)(iSection 4(b), then and (ii) during which period Employer shall have the Companyopportunity to cure. In such event, Employee shall be paid (A) at its optionsuch times that Employer otherwise would have paid Employee his Base Compensation had Employee remained employed by Employer, may require his Base Compensation for the balance of the Employment Term, and (B) at the time that incentive compensation payments are made to other comparable executive personnel of Employer with respect to periods encompassed within the Employment Term, the amount of Incentive Compensation to which Employee otherwise would have been entitled to receive (taking into account length of service during the applicable year, assuming for this purpose continuous service during the Employment Term) had Employee remained employed by Employer for the remainder of the Employment Term (assuming for this purpose only that performance criteria unique to Employee that would entitle Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for $90,000 of Incentive Compensation have been satisfied). For purposes of calculating payment upon termination this Section 4(b), "cause" shall mean (w) Employer's failure to make any of the payments or provide any of the benefits to Employee due under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1x) a material involuntary reduction alteration in the scope of Employee’s duties's responsibilities and duties as Southeast Regional Managing Director, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4y) a material breach by Employer's determination to relocate Employee's primary workplace outside of the Company of its obligations hereunderAtlanta, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticeGeorgia metropolitan area.

Termination by Employee. Notwithstanding anything to the contrary in this Agreement or otherwise, Employee at any time during or after the Term may terminate Employee's employment with or without "cause" (as hereinafter defined) upon thirty (30) days written notice and Employee shall thereafter be released from all his obligations under this Agreement except pursuant to paragraphs 7, 8, 9 and 10 hereof. In the event Employee's employment is terminated by Employee terminates with cause at any time during the Term, (a) the Company shall pay to Employee in the normal course the Base Salary for the remainder of the Term, (b) Employee shall immediately vest such Options as would have vested pursuant to Section 3(C) of this AgreementAgreement had he remained employed by the Company during the entire Term, (c) Employee shall receive such shares of Common Stock as he would have received pursuant to Section 3(D) of this Agreement had he remained employed by the Company during the entire Term, provided that the Corporate Targets are achieved and (d) in lieu of Incentive Compensation, the Company shall be obligated pay to pay Employee that pro-rata portion of his current semi-monthly in the normal course an additional amount equal to nine (9) months' Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as if such termination occurs during the first year of the Termination DateTerm or six (6) months' Base Salary if such termination occurs during the second year of the Term. For purposes of this paragraph 11(C), termination for "cause" shall be deemed to exist upon (i) a breach of any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type material provision of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination Agreement by the Company without Causeand, subject if such breach is reasonably susceptible to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant cure, the failure to this subsection cure same within five (B)(i), then 5) days after notice thereof to the Company, or (ii) the filing by the Company under any state or Federal bankruptcy or insolvency laws. In the event that Employee's employment is terminated by Employee without cause at its option, may require Employee to cease providing services any time during the thirty (30) day notice period required therein; providedTerm, however, for purposes of calculating payment upon termination the Company shall have no further obligation to Employee under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s notice.

Termination by Employee. Employee may terminate employment under this Agreement for Good Reason. For purposes of this Agreement, Good Reason shall include (i) C3D's failure to pay salary and/or compensation and/or benefits as provided in this Agreement, or (ii) the repeated failure by C3D to timely reimburse Employee for expenses properly incurred on C3D's behalf, or (iii) a material change or diminution in Employee's position and/or duties or responsibilities contrary to the terms of this Agreement, or (iv) fails to timely issue stock upon exercise of Employee's options. Before terminating employment for Good Reason, Employee shall provide C3D not less than Ten (10) business days' advance written notice of intention do so and as to the nature of the Good Reason, and opportunity to cure such Good Reason. In the event Employee terminates resigns for Good Reason, the Options granted pursuant to the Primary Grant and Additional Grant shall continue to vest and be exercisable, however the Options granted pursuant to the Secondary Grant shall only vest on a pro rata basis to the extent Employee has achieved part or all of the goals set forth in Exhibit A to this Agreement, all other options under the Company Secondary Grant shall be obligated forfeited and shall not vest and/or be exercisable under any circumstance. A determination as to pay the extent that Employee that prohas achieved part or all of the goals set forth in Exhibit A hereto, if at all, shall be made solely by and in the reasonable and good-rata portion faith discretion of his current semi-monthly Base Salary payment, as adjusted C3D's Board of Directors. In the event Employee resigns for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has reason other than Good Reason, as defined below, to terminate this Agreement. If Employee has such resignation shall be deemed a "Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements " basis for receipt of such payment. If Employee terminates terminating Employee’s 's employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticeArticle 4.4 herein.

Termination by Employee. In Employee may terminate his employment hereunder (i) for Good Reason (as defined below) or (ii) if his health should become impaired to an extent that makes his continued performance of his duties hereunder hazardous to his physical or mental health or his life, provided that Employee shall have furnished the event Company with a written statement from a qualified doctor to such effect and provided, further, that, at the Company's request, Employee terminates shall submit to an examination by a doctor selected by the Company and such doctor shall have concurred in the conclusion of Employee's doctor. For purposes of this Agreement, "Good Reason" shall mean (i) a change in control of the Company (as defined below), (ii) a management change in control of the Company (as defined below), (iii) a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten days after notice of such noncompliance has been given by Employee to the Company, or (iv) any purported termination of Employee's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 10(e) (and for purposes of this Agreement no such purported termination shall be effective). For purposes of this Agreement, a "change in control" of the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for mean any increase thereto, which is earned but unpaid as of the Termination Datefollowing, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will only if not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination approved by the Company without CauseBoard, subject (i) a change in control of a nature that would be required to its requirements for receipt be reported in response to Item 1(a) of such payment. If Employee terminates Employee’s employment Current Report on Form 8-K pursuant to this subsection Section 13 or 15(d) of the Securities Exchange Act of 1934 (B)(ithe "Exchange Act"), other than a change of control resulting in control by Jerome Feldman or Employee or a group including Jerome Fexxxxx xx Xxxxxyee, (ii) any "person" (as such texx xx xxxx xx Sections 13(d) and 14(d) of the Exchange Act), other than Jerome Feldman or Employee or a group including Jerome Xxxxxxx xx Xmployee, is or becomes the "beneficxxx xxxxx" (xx defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities, (iii) the Company and its affiliates owning less than a majority of the voting stock of General Physics Corporation ("GPC"), (iv) the sale of all or substantially all of the assets of GPC, or (v) at any time when there has not been a management change of control of the Company, individuals who were either nominated for election by the Board or were elected by the Board cease for any reason to constitute at its option, may require Employee to cease providing services during least a majority of the thirty (30) day notice period required therein; provided, however, for Board. For purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” a "management change in control" of the Company shall mean either of the following (1i) an event that would have constituted a change of control of the Company if it had not been approved by the Board or (ii) a material involuntary reduction change in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place control of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach by the Company of its obligations hereundera nature that would be required to be reported in response to Item 1(a) of Current Report on Form 8-K pursuant to Section 13 or 15(d) of the Exchange Act, provided thatresulting in control by a buy-out group including Jerome Feldman but not Employee. For purposes of the foxxxxxxx xxxxxxxions, upon a group shall not be deemed to include Employee if he declines the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason opportunity to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticejoin such group.

Termination by Employee. In the event Employee terminates this Agreementhis employment other than for Good Reason, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any the annual cash incentive bonus (if any) earned but unpaid incentive compensationand payable as of the Termination Date under the terms of the Company’s Incentive Compensation Plan (“ICP”) that has not been paid, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. expenses (collectively, the “Accrued Obligations”), and Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has . If Employee terminates his employment for Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the Accrued Obligations and the severance outlined payments set forth in subsection (B)(ii)(b) below addressing in the same amount as for a Termination by the Company without Cause, subject to its the requirements set forth therein for receipt of such paymentpayments, including execution of a Release. If Employee terminates Employee’s employment pursuant to this subsection (B)(i)employment, then the Company, at its option, may require Employee to cease providing services during the required thirty (30) day notice period required thereinperiod; provided, however, for purposes of calculating payment payments upon termination under this Agreementof employment, Employee shall be treated as if he was employed during such thirty (30) day period. For purposes of this Agreement, “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, provided that the Company’s hiring of a permanent Chief Executive Officer and assignment of duties to such individual customarily performed by a Chief Executive Officer shall not be an event entitling Employee to terminate his employment for Good Reason hereunder, (2) a material reduction in Employee’s compensation package other than as mutually agreedagreed upon by the Parties, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina Carolina, or (4) a material breach by the Company of its obligations hereunderunder this Agreement. Notwithstanding the foregoing, provided that, upon the occurrence of any of these acts or omissionsthe events described in the preceding sentence will not constitute Good Reason, unless Employee gives the Company written notice within thirty (30) days of his belief the initial occurrence of the event that he has Employee believes constitutes Good Reason to terminate this Agreement and his employment, the Company fails to cure any such event within thirty (30) business days of receipt of Employee’s notice, and the Employee resigns within thirty (30) days after the end of such thirty (30) day cure period.

Termination by Employee. Employee may terminate Employee’s employment hereunder upon thirty (30) days’ prior written notice to Employer. If Employee terminates his employment other than for (a) death, (b) disability, (c) failure of Employer to pay Employee’s compensation when due, (d) an uncured default of this Agreement by Employer following written notice to Employer and a reasonable opportunity for Employer to cure, or (e) material reductions in Employee’s duties and responsibilities without his consent, and (f) a change of control of Employer other than through a public offering, Employee shall have no right to receive any compensation or benefit hereunder or otherwise from Employer or any member of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) expense reimbursement pursuant to Section 3(e), and (3) benefits provided pursuant to Section 3(c), subject to the terms and conditions applicable thereto. In the event that Employee terminates this AgreementAgreement as a result of Sections 12(c),(d),(e) or (f), Employee shall have no right to receive any compensation or benefit hereunder or otherwise from Employer or any member of the Company Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary paymentpaid on Employer’s next scheduled payroll date), as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, (2) any earned but unpaid incentive compensation, any accrued but unpaid paid time off bonus then payable to Employee (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee which shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employeepaid on Employer’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreednext scheduled payroll date), (3) Employee’s involuntary relocation expense reimbursement pursuant to a principal place of work more than thirty Section 3(d) and (30) miles from Charlottee), North Carolina or (4) a material breach by benefits provided pursuant to Section 3, subject to the Company terms and conditions applicable thereto, and (5) twelve (12) months of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticeBase Salary.

Termination by Employee. In the event Employee terminates this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semibi-monthly weekly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s notice, and the Employee resigns within thirty (30 days after the end of such thirty (30) day cure period.

Termination by Employee. In the event Employee terminates this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s notice, and the Employee resigns within thirty (30 days after the end of such thirty (30) day cure period.

Termination by Employee. In Employee may, upon giving the event Employee terminates Company no less than 30 days’ advance written notice, terminate Employee’s employment without Good Reason or for Good Reason. For purposes of this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. term “Good Reason” shall mean mean, without the express written consent of Employee, the occurrence of one of the following arising on or after the Effective Date, as determined in a manner consistent with Treasury Regulation § 1.409A-1(n)(2)(ii): (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2i) a material reduction in Employee’s compensation package other than as mutually agreedbase compensation, (3ii) a material diminution in Employee’s involuntary authority, duties or responsibilities, (iii) a permanent relocation in the geographic location at which Employee must perform services to a principal place of work location more than thirty (30) 50 miles from Charlotte, North Carolina the location at which Employee normally performed services immediately before the relocation; (iv) a requirement that Employee report to an officer or employee instead of the Board; or (4v) any other action or inaction that constitutes a material breach by the Company of this Agreement. Neither a transfer of employment among the Company and any of its obligations hereunderAffiliates nor the Company or an Affiliate 4 entering into a co-employer relationship with a personnel services organization constitutes Good Reason. In the case of Employee’s allegation of Good Reason, provided that, upon (A) Employee shall provide notice to the Company of the event alleged to constitute Good Reason within 60 days after the occurrence of any such event, and (B) the Company shall have the opportunity to remedy the alleged Good Reason event within 30 days from receipt of these acts or omissionsnotice of such allegation. If not remedied within that 30-day period, Employee gives may submit a Notice of Termination pursuant to Section 5(e), provided that the Company notice Notice of his belief Termination must be given no later than 100 days after the expiration of such 30 day period; otherwise, Employee is deemed to have accepted such event, or the Company’s remedy of such event, that he has may have given rise to the existence of Good Reason; provided, however, such acceptance shall be limited to the occurrence of such event and shall not waive Employee’s right to claim Good Reason with respect to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticefuture similar events.