Common use of Termination by Executive with Good Reason Clause in Contracts

Termination by Executive with Good Reason. Except as set forth in Paragraph (d) below, in the event Executive elects to voluntarily terminate his employment following the occurrence of events constituting "Good Reason" for his voluntary termination of employment, Executive shall be entitled to the severance consideration specified in Paragraph 4(b), above. For purposes of this Agreement, "Good Reason" is defined as (i) a reduction of greater than 10% in Executive's annual base salary; (ii) a change (absent Executive's agreement) in Executive's regular work location to a work location more than 50 miles from Executive's existing work location in the United States (reasonable and necessary travel on the Company's business shall not constitute such a change); (iii) an ongoing assignment to any duties inconsistent in any material adverse respect with Executive's then current position, duties or responsibilities (including a material diminution of Executive's duties or responsibilities or a change in the Company's reporting structure that requires Executive to report to a subordinate of the chief executive officer), other than an insubstantial or inadvertent act; (iv) the failure by the Company to continue any material benefit or compensation plan in which Executive is participating unless Executive is provided with comparable plans or benefits; or (v) the material breach by the Company of any of the terms and conditions set forth in this Agreement. Prior to effecting a termination for Good Reason, Executive must give Company written notice of the claimed existence of Good Reason within 60 days of Executive becoming aware of such circumstances. Thereafter, Company shall have 30 days, excluding the date of receipt of such notice, to eliminate any circumstances within the scope of the notice provided by Executive that in fact constitute Good Reason. In the event such circumstances are not eliminated within the time provided, Executive shall have 30 days subsequent to the running of the cure period in which to exercise a right to resign for Good Reason on the basis of the circumstances set forth in the subject notice.

Termination by Executive with Good Reason. Except as set forth in Paragraph (d) belowAt any time during the Term, in the event Executive elects to voluntarily may terminate his employment following and the occurrence of events constituting "Term for Good Reason" for his voluntary termination of employment, Executive shall be entitled to the severance consideration specified in Paragraph 4(b), above. For purposes of this Agreement, "“Good Reason" is defined ” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Chief Clinical Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a reduction Notice of greater than 10% in Executive's annual base salary; Termination for Good Reason (as defined below) thereof given by Executive and (ii) a change (absent Executive's agreement) in Executive's regular work location to a work location more than 50 miles from Executive's existing work location in the United States (reasonable and necessary travel on the Company's business shall not constitute such a change); (iii) an ongoing assignment to any duties inconsistent in any material adverse respect with Executive's then current position, duties or responsibilities (including a material diminution of Executive's duties or responsibilities or action taken following a change in control of the Company's , including, but not limited to, a change in reporting structure that requires requirements and/or responsibilities if the Company ceases to be a standalone public reporting company following such change in control; (B) the Company requiring Executive to report to a subordinate of the chief executive officer), be based at any office or location other than an insubstantial in Palm Beach County, Florida, or inadvertent actwithin thirty five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities; or (ivC) the any material failure by the Company to continue comply with any material benefit or compensation plan of the provisions of this Agreement, other than a failure not occurring in which Executive bad faith and that is participating unless Executive is provided with comparable plans or benefits; or (v) the material breach remedied by the Company promptly after receipt of any a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the terms and conditions set forth in this Agreement. Prior to effecting a termination Board written notice (“Notice of Termination for Good Reason, Executive must give Company written notice ”) of the claimed termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within 60 thirty (30) days of Executive becoming aware of such circumstances. Thereafter, Company shall have 30 days, excluding after the date of Company’s receipt of such notice, to eliminate any circumstances within the scope Notice of the notice provided by Executive that in fact constitute Termination for Good Reason. In the event such circumstances are not eliminated within the time provided, Executive shall have 30 days subsequent to the running of the cure period in which to exercise a right to resign for Good Reason on the basis of the circumstances set forth in the subject notice.

Termination by Executive with Good Reason. Except as set forth in Paragraph (d) belowAt any time during the Term, in Executive may terminate Executive’s employment and the event Executive elects to voluntarily terminate his employment following the occurrence of events constituting "Term for Good Reason" for his voluntary termination of employment, Executive shall be entitled to the severance consideration specified in Paragraph 4(b), above. For purposes of this Agreementagreement, "“Good Reason" is defined ” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the General Counsel and Chief Development Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a reduction Notice of greater than 10% in Executive's annual base salary; Termination for Good Reason (as defined below) thereof given by Executive and (ii) any change in status, office, titles and reporting requirements following a change Change in Control of the Company in which the Company ceases to be a standalone public reporting company, provided that the material duties of Executive following such Change in Control are not inconsistent with those of Executive immediately prior to such Change in Control; (absent B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty-five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive's agreement) in Executive's regular work location to a work location more than 50 miles from Executive's existing work location , except for travel reasonably required in the United States performance of Executive’s responsibilities; or (reasonable and necessary travel on the Company's business shall not constitute such a change); (iiiC) an ongoing assignment to any duties inconsistent in any material adverse respect with Executive's then current position, duties or responsibilities (including a material diminution of Executive's duties or responsibilities or a change in the Company's reporting structure that requires Executive to report to a subordinate of the chief executive officer), other than an insubstantial or inadvertent act; (iv) the failure by the Company to continue comply with any material benefit or compensation plan of the provisions of this Agreement, other than a failure not occurring in which Executive bad faith and that is participating unless Executive is provided with comparable plans or benefits; or (v) the material breach remedied by the Company promptly after receipt of any a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the terms and conditions set forth in this Agreement. Prior to effecting a termination Board written notice (“Notice of Termination for Good Reason, Executive must give Company written notice ”) of the claimed termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within 60 thirty (30) days of Executive becoming aware of such circumstances. Thereafter, Company shall have 30 days, excluding after the date of Company’s receipt of such notice, to eliminate any circumstances within the scope Notice of the notice provided by Executive that in fact constitute Termination for Good Reason. In the event such circumstances are not eliminated within the time provided, Executive shall have 30 days subsequent to the running of the cure period in which to exercise a right to resign for Good Reason on the basis of the circumstances set forth in the subject notice.

Termination by Executive with Good Reason. Except as set forth in Paragraph (d) Subject to the provisions detailed below, in upon thirty (30) days’ written notice to the event Company of his intent to terminate the Agreement, Executive elects shall have the right to voluntarily terminate his employment following the occurrence of events constituting "under this Agreement for “Good Reason" for his voluntary termination of employment, Executive shall be entitled to the severance consideration specified in Paragraph 4(b), above. .” For purposes of this Agreement, "“Good Reason" ” is defined as any one of the following: (i) a reduction Company’s willful material breach of greater than 10% in Executive's annual base salaryany provision of this Agreement; (ii) a change (absent Executive's agreement) in Executive's regular work location to a work location more than 50 miles from Executive's existing work location in the United States (reasonable and necessary travel on the Company's business shall not constitute such a change); (iii) an ongoing assignment to any duties inconsistent in any material adverse respect with change in Executive's then current position’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities (including other than a change due to Executive’s Permanent Disability or as an accommodation under the Americans With Disabilities Act) which results in: (A) a diminution in any material diminution of respect in Executive's duties or ’s position, authority, duties, responsibilities or a change compensation, which diminution continues in the Company's reporting structure time over at least thirty (30) days, such that requires Executive to report to a subordinate of the chief executive officer), other than it constitutes an insubstantial or inadvertent act; (iv) the failure by the Company to continue any material benefit or compensation plan in which Executive is participating unless Executive is provided with comparable plans or benefitseffective demotion; or (vB) a material diversion from Executive’s performance of the functions of Executive’s position, excluding for this purpose material adverse changes made with Executive’s written consent or due to Executive’s termination For Cause or termination by Executive without Good Reason; or (iii) relocation of the Company’s headquarters and/or Executive’s regular work address to a location which requires him to travel more than forty (40) miles from Executive’s place of employment on the date hereof; provided, however, that it shall not constitute Good Reason unless Executive shall have provided the Company with written notice of its alleged actions constituting Good Reason (which notice shall specify in reasonable detail the particulars of such Good Reason) within 30 days of the events alleged actions constituting Good Reason and Company has not cured any such alleged Good Reason or substantially commenced its effort to cure such breach within thirty (30) days of the Company’s receipt of such written notice. If the Executive’s employment is terminated by the Company of any of the terms and conditions set forth in this Agreement. Prior to effecting a termination for Executive with Good Reason, the Executive must give shall continue to receive his base salary for a period of twelve (12) months from the effective date of termination, payable in accordance with the Company’s normal payroll schedule, and in addition, if Executive elects to receive Consolidated Omnibus Budget Reconciliation Act (“COBRA”) continuation coverage under the Company’s medical plan, the Company written notice shall reimburse the same portion of the claimed existence of Good Reason within 60 days of Executive becoming aware premium costs for the medical portion of such circumstancesCOBRA coverage for a period of eighteen (18) months as the Company was paying on Executive’s behalf under the Company’s medical plan immediately prior to the termination of Executive’s employment; provided that Executive is and remains eligible for such COBRA continuation coverage. ThereafterFor the avoidance of doubt, it is understood and agreed that any period during which the Company reimburses for a portion of Executive’s COBRA premium costs pursuant to the preceding sentence shall have 30 dayscount toward the 18-month maximum COBRA eligibility period. Payments hereunder will be subject to all applicable withholding taxes. The base salary continuation and continued health insurance coverage is referred to herein as “Severance Benefits”. Notwithstanding the foregoing, excluding Executive shall not be entitled to any Severance Benefits unless (i) Executive complies with all of the restrictive covenants by which he is bound (whether pursuant to this Agreement or otherwise), including, but not limited to, any non-competition agreement, non-solicitation agreement, confidentiality agreement or invention assignment agreement signed by Executive, and (ii) the Executive executes, delivers and does not revoke a general release in form and substance acceptable to the Company no later than thirty (30) days after the date of receipt termination and any revocation period with respect to such release has expired; further provided, however, that if the consideration and/or revocation period straddles two taxable years, then the Company shall make the severance payments starting in the second of such noticetaxable years, regardless of which taxable year the executed release is delivered. The parties hereto acknowledge that the Severance Benefits to eliminate any circumstances within be provided under this Section 5(c) are to be provided in consideration for the scope of the notice provided by Executive that in fact constitute Good Reason. In the event such circumstances are not eliminated within the time provided, Executive shall have 30 days subsequent to the running of the cure period in which to exercise a right to resign for Good Reason on the basis of the circumstances set forth in the subject noticeabove-specified release.

Termination by Executive with Good Reason. Except as set forth in Paragraph (d) belowAt any time during the Term, in Executive may terminate Executive’s employment and the event Executive elects to voluntarily terminate his employment following the occurrence of events constituting "Term for Good Reason" for his voluntary termination of employment, Executive shall be entitled to the severance consideration specified in Paragraph 4(b), above. For purposes of this Agreement, "“Good Reason" is defined ” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Chief Executive Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a reduction Notice of greater than 10% in Executive's annual base salary; Termination for Good Reason (as defined below) thereof given by Executive and (ii) any change in status, office, titles and reporting requirements following a change Change in Control (absent Executive's agreement) in Executive's regular work location to a work location more than 50 miles from Executive's existing work location as defined in the United States (reasonable and necessary travel on 2019 Plan) of the Company's business shall Company in which the Company ceases to be a standalone public reporting company, provided that the material duties of Executive following such Change in Control are not constitute inconsistent with those of Executive immediately prior to such a change)Change in Control; (iiiB) an ongoing assignment the Company requiring Executive to be based at any duties inconsistent office or location other than in Palm Beach County, Florida, or within thirty-five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive; or (C) any material adverse respect with Executive's then current position, duties or responsibilities (including a material diminution of Executive's duties or responsibilities or a change in the Company's reporting structure that requires Executive to report to a subordinate of the chief executive officer), other than an insubstantial or inadvertent act; (iv) the failure by the Company to continue comply with any material benefit or compensation plan of the provisions of this Agreement, other than a failure not occurring in which Executive bad faith and that is participating unless Executive is provided with comparable plans or benefits; or (v) the material breach remedied by the Company promptly after receipt of any a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the terms and conditions set forth in this Agreement. Prior to effecting a termination Board written notice (“Notice of Termination for Good Reason, Executive must give Company written notice ”) of the claimed termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within 60 thirty (30) days of Executive becoming aware of such circumstances. Thereafter, Company shall have 30 days, excluding after the date of Company’s receipt of such notice, to eliminate any circumstances within the scope Notice of the notice provided by Executive that in fact constitute Termination for Good Reason. In the event such circumstances are not eliminated within the time provided, Executive shall have 30 days subsequent to the running of the cure period in which to exercise a right to resign for Good Reason on the basis of the circumstances set forth in the subject notice.

Termination by Executive with Good Reason. Except as set Executive may terminate Executive’s employment with Good Reason by providing the Company written notice setting forth in Paragraph (d) below, in reasonable specificity the event Executive elects that constitutes Good Reason, which written notice, to voluntarily terminate his employment following be effective, must be provided to the Company within sixty (60) days of the occurrence of events constituting "such event. Said notice shall state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Good Reason is based and shall provide the Company with a Cure Period (as defined in Section 8(c)(i) above), and such termination shall be effective at the expiration of the Cure Period unless the Company has fully cured such act or acts or failure or failures to act that give rise to Good Reason during such Cure Period. In the event of termination with Good Reason" for his voluntary termination of employment, Executive shall be entitled to the severance consideration specified same payments and benefits as provided in Paragraph 4(b), above. For purposes of this Agreement, "Good Reason" is defined as (iSection 8(d) hereof for a reduction of greater than 10% in Executive's annual base salary; (ii) a change (absent Executive's agreement) in Executive's regular work location to a work location more than 50 miles from Executive's existing work location in the United States (reasonable and necessary travel on the Company's business shall not constitute such a change); (iii) an ongoing assignment to any duties inconsistent in any material adverse respect with Executive's then current position, duties or responsibilities (including a material diminution of Executive's duties or responsibilities or a change in the Company's reporting structure that requires Executive to report to a subordinate of the chief executive officer), other than an insubstantial or inadvertent act; (iv) the failure termination by the Company without Cause, subject to continue any material benefit or compensation plan the same conditions on payment and benefits as described in which Section 8(d) hereof. Following such termination of Executive’s employment by Executive is participating unless Executive is provided with comparable plans or benefits; or (v) the material breach by the Company of any of the terms and conditions Good Reason, except as set forth in this Agreement. Prior to effecting a termination for Good Reason, Executive must give Company written notice of the claimed existence of Good Reason within 60 days of Executive becoming aware of such circumstances. Thereafter, Company shall have 30 days, excluding the date of receipt of such notice, to eliminate any circumstances within the scope of the notice provided by Executive that in fact constitute Good Reason. In the event such circumstances are not eliminated within the time providedSection 8(e), Executive shall have 30 days subsequent no further rights to any compensation or any other benefits under this Agreement. For the running avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the cure period in which to exercise a right to resign for Good Reason on Severance Benefits. So long as Executive has received the basis first monthly installment of the circumstances Severance Payment, notwithstanding the foregoing, the payments and benefits described in clauses (ii), (iii), (iv), (v) and (vi) of Section 8(d) above that would otherwise be due and owing under this Section (e) shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of the CIAA. Executive agrees that in the event Executive has breached the CIAA and Company has ceased making Severance Payments, that so long has Executive has received the first installment of the Severance Benefits, the Release of Claims shall remain in full force and effect notwithstanding the cessation of Severance Payments by Company as a result of Executive’s breach of the CIAA. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the subject noticeavoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.

Termination by Executive with Good Reason. Except as set forth in Paragraph (d) below, in the event Executive elects to voluntarily may terminate his employment following the occurrence of events constituting "hereunder for Good Reason" for his voluntary termination of employment, Executive shall be entitled to the severance consideration specified in Paragraph 4(b), above. For purposes of this Agreement, "“Good Reason" is defined as ” means the occurrence, without the express prior written consent of Executive, of any of the following events: (iA) a reduction of greater than 10% in Executive's annual base salary; (ii) a change (absent Executive's agreement) in Executive's regular work location to a work location more than 50 miles from Executive's existing work location in the United States (reasonable and necessary travel on the Company's business shall not constitute such a change); (iii) an ongoing assignment to any duties inconsistent in any material adverse respect with diminution by the Company of Executive's then current position’s authority, duties or responsibilities responsibilities, as specified herein or as modified from time to time by written agreement (including other than a material diminution due to an accommodation of Executive's duties or responsibilities or ’s disability pursuant to (c) above; and other than a change in diminution on account of failure of the Company's reporting structure that requires Executive to be reelected to the Board), (B) the imposition on the Executive of a requirement that he report to a subordinate of the chief executive officer), corporate officer or employee other than an insubstantial or inadvertent act; reporting directly to the Board of Directors, (ivC) any reduction in Executive’s Base Salary from the failure by the Company to continue initial Base Salary provided for hereunder, (D) any material benefit or compensation plan in which Executive is participating unless Executive is provided with comparable plans or benefits; or (v) the material breach by the Company of any of its material obligations to Executive, (E) any relocation by the terms Company of Executive’s primary office work location to a point that is more than fifty (50) miles from 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21136, or (F) the failure of the Board to nominate the Executive to serve on the Board of Directors. Notwithstanding the foregoing, “Good Reason” to terminate Executive’s employment shall not exist unless (a) a written notice has first been delivered to the Company by Executive (the “Good Reason Notice”), which Good Reason Notice specifically identifies the event(s) or circumstances Executive believes constitutes Good Reason and conditions set forth (b) the Company fails to cure or rectify the same within thirty (30) days after the giving of the Good Reason Notice (the “Good Reason Period”) . If the Company fails to timely cure or rectify such events of circumstances in this Agreementaccordance with the foregoing, Executive may send a notice to the Company that he is terminating his employment for Good Reason (“Good Reason Termination Notice”), in which case his employment hereunder shall thereupon be terminated for Good Reason. Prior If any Good Reason Notice shall not have been delivered by Executive within ninety (90) days following the date Executive becomes aware of the purported existence of a Good Reason event, or any Good Reason Termination Notice shall not have been delivered within thirty (30) days following the end of the Good Reason Period, then unless continuing or reoccurring thereafter, the applicable event or circumstances shall no longer be a basis for Good Reason and any purported termination of Executive’s employment relating to effecting the applicable event or circumstances shall not be a termination for Good Reason, Reason under this Agreement. Executive must give Company written notice acknowledges that election of the claimed existence Executive to serve on the Board of Good Reason within 60 days of Executive becoming aware of such circumstances. Thereafter, Company shall have 30 days, excluding the date of receipt of such notice, to eliminate any circumstances within the scope Directors of the notice provided Company is an action taken annually by Executive that in fact constitute Good Reasonthe stockholders, and agrees that. In assuming he is nominated, the event such circumstances are not eliminated within the time providedfailure, Executive shall have 30 days subsequent following his initial appointment to the running Board, of the cure period in which Executive to exercise be reelected to the Board, or his ceasing to serve on the Board, for any reason shall not be a right to resign basis or grounds for Good Reason on hereunder. For the basis avoidance of doubt, any prospective action that would, if actually taken or implemented, constitute Good Reason (after the expiration without cure of the circumstances set forth applicable notice and cure period provided for above) shall not in the subject noticeany event be deemed to have occurred unless and until such action is actually taken or implemented.

Termination by Executive with Good Reason. Except as set forth in Paragraph (d) belowAt any time during the Term, in Executive may terminate Executive’s employment and the event Executive elects to voluntarily terminate his employment following the occurrence of events constituting "Term for Good Reason" for his voluntary termination of employment, Executive shall be entitled to the severance consideration specified in Paragraph 4(b), above. For purposes of this Agreement, "“Good Reason" is defined ” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the President (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a reduction Notice of greater than 10% in Executive's annual base salary; Termination for Good Reason (as defined below) thereof given by Executive and (ii) any change in status, office, titles and reporting requirements following a change Change in Control (absent Executive's agreement) in Executive's regular work location to a work location more than 50 miles from Executive's existing work location as defined in the United States (reasonable and necessary travel on 2019 Plan) of the Company's business shall Company in which the Company ceases to be a standalone public reporting company, provided that the material duties of Executive following such Change in Control are not constitute inconsistent with those of Executive immediately prior to such a change)Change in Control; (iiiB) an ongoing assignment the Company requiring Executive to be based at any duties inconsistent office or location other than in any material adverse respect with Palm Beach County, Florida, or within thirty-five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive's then current position, duties or responsibilities (including a material diminution except for travel reasonably required in the performance of Executive's duties responsibilities; or responsibilities or a change in the Company's reporting structure that requires Executive to report to a subordinate of the chief executive officer), other than an insubstantial or inadvertent act; (ivC) the any material failure by the Company to continue comply with any material benefit or compensation plan of the provisions of this Agreement, other than a failure not occurring in which Executive bad faith and that is participating unless Executive is provided with comparable plans or benefits; or (v) the material breach remedied by the Company promptly after receipt of any a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the terms and conditions set forth in this Agreement. Prior to effecting a termination Board written notice (“Notice of Termination for Good Reason, Executive must give Company written notice ”) of the claimed termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within 60 thirty (30) days of Executive becoming aware of such circumstances. Thereafter, Company shall have 30 days, excluding after the date of Company’s receipt of such notice, to eliminate any circumstances within the scope Notice of the notice provided by Executive that in fact constitute Termination for Good Reason. In the event such circumstances are not eliminated within the time provided, Executive shall have 30 days subsequent to the running of the cure period in which to exercise a right to resign for Good Reason on the basis of the circumstances set forth in the subject notice.

Termination by Executive with Good Reason. Except as Executive may terminate Executive’s employment with the Company with Good Reason upon written notice to the Company of the alleged act or omission constituting Good Reason, which notice shall set forth in Paragraph (d) below, in reasonable detail the event reason or reasons that Executive elects to voluntarily terminate believes his employment following the occurrence of events constituting "is to be terminated for Good Reason" for his voluntary termination of employment, Executive shall be entitled to the severance consideration specified in Paragraph 4(b), above. For purposes of this Agreement, "“Good Reason" is defined as ” means, without Executive’s written consent, (i) a reduction of greater than 10% in Executive's annual base salary; ’s Base Salary, (ii) a change (absent Executive's agreement) reduction in Executive's regular work location to a work location more than 50 miles from ’s annual incentive bonus target below Executive's existing work location in the United States (reasonable and necessary travel on the Company's business shall not constitute such a change); ’s initial annual incentive bonus target, (iii) an ongoing assignment to any duties inconsistent in any material adverse respect with Executive's then current positionExecutive is no longer the Chief Executive Officer of (A) the Company, duties or responsibilities (including a material diminution of Executive's duties or responsibilities or a change B) in the event of a Change of Control, the successor to the Company's reporting structure that requires Executive to report to a subordinate of the chief executive officer)’s business or assets, other than an insubstantial or inadvertent act; (iv) Executive is no longer serving on (A) the failure by Board or (B) in the event of a Change of Control, the board of directors or similar governing body of successor to the Company’s business or assets, except in each case on account of removal from the Board for cause pursuant to the vote of the stockholders of the Company or due to continue any material benefit Executive’s resignation from, or compensation plan in which Executive is participating unless Executive is provided with comparable plans or benefits; or refusal to stand for reelection to, the Board, (v) the any material breach by the Company of any of the material terms and conditions of this Agreement, or (vi) during the one-year period following a Change of Control, Executive is required to relocate his place of employment to a location that is more than 35 miles from the location of the Company’s headquarters as of the date first set forth in this Agreement. Prior above; provided, however, that for any of the foregoing to effecting a termination for constitute Good Reason, Executive must give Company provide written notice notification of the claimed existence of such event or condition constituting Good Reason within 60 90 days after Executive knows of Executive becoming aware the occurrence of any such circumstances. Thereafterevent or condition, and the Company shall have 30 days, excluding 60 days from the date of receipt of such notice, written notice to eliminate any circumstances within the scope effect a cure of the notice provided event or condition constituting Good Reason, and, upon cure thereof by Executive that in fact the Company, such event or condition shall no longer constitute Good Reason. In the event such circumstances are not eliminated within the time provided, Executive shall have 30 days subsequent to the running of the cure period in which to exercise a right to resign for Good Reason on the basis of the circumstances set forth in the subject notice.

Termination by Executive with Good Reason. Except as Executive may terminate Executive’s employment with the Company with Good Reason upon written notice to the Company of the alleged act or omission constituting Good Reason, which notice shall set forth in Paragraph (d) below, in reasonable detail the event reason or reasons that Executive elects to voluntarily terminate believes his employment following the occurrence of events constituting "is to be terminated for Good Reason" for his voluntary termination of employment, Executive shall be entitled to the severance consideration specified in Paragraph 4(b), above. For purposes of this Agreement, "“Good Reason" is defined as ” means, without Executive’s written consent, (i) a reduction of greater than 10% in Executive's annual base salary; ’s Base Salary, (ii) a change (absent Executive's agreement) reduction in Executive's regular work location to a work location more than 50 miles from ’s annual incentive bonus target below Executive's existing work location in ’s annual incentive bonus target for the United States (reasonable and necessary travel on the Company's business shall not constitute such a change); preceding fiscal year, (iii) an ongoing assignment to any duties inconsistent in any material adverse respect with Executive's then current positionExecutive is no longer the President of (A) the Company, duties or responsibilities (including a material diminution of Executive's duties or responsibilities or a change B) in the event of a Change of Control, the successor to the Company's reporting structure that requires Executive to report to a subordinate of the chief executive officer)’s business or assets, other than an insubstantial or inadvertent act; (iv) Executive is no longer reporting directly to the failure by Chief Executive Officer of (A) the Company or (B) in the event of a Change of Control, the successor to continue any material benefit the Company’s business or compensation plan in which Executive is participating unless Executive is provided with comparable plans or benefits; or assets, (v) if Executive serves on the Board during the Term after having been elected or appointed to serve as a member of the Board (it being acknowledged by Executive and the Company that there is no agreement or arrangement as of the date first written above that Executive will serve on the Board) and then is no longer serving on (A) the Board or (B) in the event of a Change of Control, the board of directors or similar governing body of the successor to the Company’s business or assets, except in each case on account of removal from the Board for cause pursuant to a vote of the stockholders of the Company or due to Executive’s resignation from, or refusal to stand for reelection to, the Board, (vi) any material breach by the Company of any of the material terms and conditions of this Agreement, (vii) during the one-year period following a Change of Control, Executive is required to relocate his place of employment to a location that is more than thirty-five (35) miles from the location of the Company’s headquarters as of the date first set forth above, or (viii) a material diminution in this Agreement. Prior Executive’s authority, responsibilities or duties; provided, however, that for any of the foregoing to effecting a termination for constitute Good Reason, Executive must give Company provide written notice notification of the claimed existence of such event or condition constituting Good Reason within 60 90 days after Executive knows of Executive becoming aware the occurrence of any such circumstances. Thereafterevent or condition, and the Company shall have 30 days, excluding 60 days from the date of receipt of such notice, written notice to eliminate any circumstances within the scope effect a cure of the notice provided event or condition constituting Good Reason, and, upon cure thereof by Executive that in fact the Company, such event or condition shall no longer constitute Good Reason. In the event such circumstances are not eliminated within the time provided, Executive shall have 30 days subsequent to the running of the cure period in which to exercise a right to resign for Good Reason on the basis of the circumstances set forth in the subject notice.

Termination by Executive with Good Reason. Except as set forth in Paragraph (d) belowAt any time during the Term, in Executive may terminate Executive’s employment and the event Executive elects to voluntarily terminate his employment following the occurrence of events constituting "Term for Good Reason" for his voluntary termination of employment, Executive shall be entitled to the severance consideration specified in Paragraph 4(b), above. For purposes of this Agreement, "“Good Reason" is defined ” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Chief Financial Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a reduction Notice of greater than 10% in Executive's annual base salary; Termination for Good Reason (as defined below) thereof given by Executive and (ii) any change in status, office, titles and reporting requirements following a change Change in Control of the Company in which the Company ceases to be a standalone public reporting company, provided that the material duties of Executive following such Change in Control are not inconsistent with those of Executive immediately prior to such Change in Control; (absent B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty-five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive's agreement) in Executive's regular work location to a work location more than 50 miles from Executive's existing work location , except for travel reasonably required in the United States performance of Executive’s responsibilities, provided, however, that this clause 3(iv)(B) will not have any force or effect until such time that and only for the period of time that Executive has permanently relocated his home and permanently resides within thirty-five (reasonable and necessary travel on 35) miles of the Company's business shall not constitute such a change)’s Boca Raton headquarters; or (iiiC) an ongoing assignment to any duties inconsistent in any material adverse respect with Executive's then current position, duties or responsibilities (including a material diminution of Executive's duties or responsibilities or a change in the Company's reporting structure that requires Executive to report to a subordinate of the chief executive officer), other than an insubstantial or inadvertent act; (iv) the failure by the Company to continue comply with any material benefit or compensation plan of the provisions of this Agreement, other than a failure not occurring in which Executive bad faith and that is participating unless Executive is provided with comparable plans or benefits; or (v) the material breach remedied by the Company promptly after receipt of any a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the terms and conditions set forth in this Agreement. Prior to effecting a termination Board written notice (“Notice of Termination for Good Reason, Executive must give Company written notice ”) of the claimed termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within 60 thirty (30) days of Executive becoming aware of such circumstances. Thereafter, Company shall have 30 days, excluding after the date of Company’s receipt of such notice, to eliminate any circumstances within the scope Notice of the notice provided by Executive that in fact constitute Termination for Good Reason. In the event such circumstances are not eliminated within the time provided, Executive shall have 30 days subsequent to the running of the cure period in which to exercise a right to resign for Good Reason on the basis of the circumstances set forth in the subject notice.

Termination by Executive with Good Reason. Except as set forth in Paragraph (d) belowAt any time during the Term, in Executive may terminate Executive’s employment and the event Executive elects to voluntarily terminate his employment following the occurrence of events constituting "Term for Good Reason" for his voluntary termination of employment, Executive shall be entitled to the severance consideration specified in Paragraph 4(b), above. For purposes of this Agreement, "“Good Reason" is defined as ” shall mean (iA) a reduction of greater than 10% in Executive's annual base salary; (ii) a change (absent Executive's agreement) in Executive's regular work location to a work location more than 50 miles from Executive's existing work location in the United States (reasonable and necessary travel on the Company's business shall not constitute such a change); (iii) an ongoing assignment to any Executive of material duties inconsistent in any material adverse respect with Executive's then current position, duties ’s position as the President or responsibilities more senior position (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive; (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty-five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive's duties ’s responsibilities, provided, however, that this clause 3(iv)(B) will not have any force or responsibilities or effect until such time that, and only for the period of time that, Executive has permanently relocated Executive’s home and permanently resides within thirty-five (35) miles of the Company’s Boca Raton headquarters; (C) a change Change in Control (as defined in the Company's reporting structure that requires Executive to report to a subordinate Grant Agreement) of the chief executive officer), other than an insubstantial or inadvertent actCompany; (ivD) the any material failure by the Company to continue comply with any material benefit or compensation plan of the provisions of this Agreement, other than a failure not occurring in which Executive bad faith and that is participating unless Executive is provided with comparable plans or benefitsremedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive; or (vE) the material breach Executive not directly reporting to the Board on or before December 31, 2021. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Company Board written notice (“Notice of any of the terms and conditions set forth in this Agreement. Prior to effecting a termination Termination for Good Reason, Executive must give Company written notice ”) of the claimed termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within 60 thirty (30) days of Executive becoming aware of such circumstances. Thereafter, Company shall have 30 days, excluding after the date of Company’s receipt of such notice, to eliminate any circumstances within the scope Notice of the notice provided by Executive that in fact constitute Termination for Good Reason. In the event such circumstances are not eliminated within the time provided, Executive shall have 30 days subsequent to the running of the cure period in which to exercise a right to resign for Good Reason on the basis of the circumstances set forth in the subject notice.

Termination by Executive with Good Reason. Except as set forth in Paragraph (d) belowAt any time during the Term, in Executive may terminate Executive’s employment and the event Executive elects to voluntarily terminate his employment following the occurrence of events constituting "Term for Good Reason" for his voluntary termination of employment, Executive shall be entitled to the severance consideration specified in Paragraph 4(b), above. For purposes of this Agreement, "“Good Reason" is defined ” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Chief Business Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a reduction Notice of greater than 10% in Executive's annual base salary; Termination for Good Reason (as defined below) thereof given by Executive and (ii) any change in status, office, titles and reporting requirements following a change Change in Control of the Company in which the Company ceases to be a standalone public reporting company, provided that the material duties of Executive following such Change in Control are not inconsistent with those of Executive immediately prior to such Change in Control; or (absent Executive's agreementB) in Executive's regular work location to a work location more than 50 miles from Executive's existing work location in the United States (reasonable and necessary travel on the Company's business shall not constitute such a change); (iii) an ongoing assignment to any duties inconsistent in any material adverse respect with Executive's then current position, duties or responsibilities (including a material diminution of Executive's duties or responsibilities or a change in the Company's reporting structure that requires Executive to report to a subordinate of the chief executive officer), other than an insubstantial or inadvertent act; (iv) the failure by the Company to continue comply with any material benefit or compensation plan of the provisions of this Agreement, other than a failure not occurring in which Executive bad faith and that is participating unless Executive is provided with comparable plans or benefits; or (v) the material breach remedied by the Company promptly after receipt of any a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the terms and conditions set forth in this Agreement. Prior to effecting a termination Board written notice (“Notice of Termination for Good Reason, Executive must give Company written notice ”) of the claimed termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within 60 thirty (30) days of Executive becoming aware of such circumstances. Thereafter, Company shall have 30 days, excluding after the date of Company’s receipt of such notice, to eliminate any circumstances within the scope Notice of the notice provided by Executive that in fact constitute Termination for Good Reason. In the event such circumstances are not eliminated within the time provided, Executive shall have 30 days subsequent to the running of the cure period in which to exercise a right to resign for Good Reason on the basis of the circumstances set forth in the subject notice.

Termination by Executive with Good Reason. Except as set forth in Paragraph (d) below, in the event Executive elects to voluntarily may terminate his or her employment following the occurrence of events constituting "with Good Reason" for his voluntary termination of employment, Executive shall be entitled to the severance consideration specified in Paragraph 4(b), above. For purposes of this Agreement, "“Good Reason" is defined as ” means that (i) a reduction Executive’s primary work location (i.e., the business office to which Executive is assigned) as of greater the date on which this Agreement was executed is moved by the Company more than 10% in Executive's annual base salaryfifty (50) miles without his or her permission; (ii) a change (absent Executive's agreement) material reduction or diminution in Executive's regular work location to a work location more than 50 miles from Executive's existing work location in the United States (reasonable ’s principle duties and necessary travel on the Company's business shall not constitute such a change)responsibilities without his or her permission; (iii) an ongoing assignment to all or any duties inconsistent in any material adverse respect with Executive's then current position, duties or responsibilities (including a material diminution portion of Executive's duties ’s total target compensation package (including, without limitation, all forms of compensation and benefits) is adversely changed which would materially reduce the maximum potential compensation to be received by Executive in the year in which such change(s) occurs without his or responsibilities her permission, provided, however, that such reduction shall not be considered “Good Reason” if the reduction is consistent with a reduction applicable to others employed in a similar capacity with the Company, or is consistent with the terms of any Company bonus program or Plan as long as the Company can demonstrate a legitimate business purpose for any such reduction based upon an adverse change in the Company's reporting structure that requires Executive to report to a subordinate financial performance of the chief executive officer), other than an insubstantial Company at the time of the implementation of any such reduction; or inadvertent act; (iv) the failure by the Company to continue any material benefit or compensation plan in which Executive is participating unless Executive is provided with comparable plans or benefits; or (v) the a material breach by the Company of any of the terms and conditions set forth in this Agreement. Prior If Executive wishes to effecting invoke the Good Reason basis for his or her voluntary termination, he shall give the Company a thirty (30)-day notice, within which the Company shall have the opportunity to cure the conditions constituting Good Reason. If the Company fails to cure the conditions constituting Good Reason, and Executive executes and honors the Separation Agreement, then the Company shall provide Executive with the severance and other benefits under Section 2.b.; provided, however, that the rate of the Base Salary shall be at the rate in effect as of the termination date without giving effect to any reduction in Base Salary giving rise to a resignation for Good Reason, and that, if Executive must give Company written notice of is entitled to the claimed existence of Good Reason within 60 days of Executive becoming aware of such circumstances. Thereafterseverance pay and benefits outlined in Section 4, Company the severance and other benefits under Section 2.b shall have 30 days, excluding the date of receipt of such notice, to eliminate any circumstances within the scope of the notice provided by Executive that in fact constitute Good Reasonnot also be provided. In addition, and whether Executive executes the event such circumstances are not eliminated within Separation Agreement or not, the time provided, Company will pay Executive shall have 30 days subsequent to his or her Accrued Obligations with the running of first payroll immediately following the cure period in which to exercise a right to resign for Good Reason on the basis of the circumstances set forth in the subject noticetermination.

Termination by Executive with Good Reason. Except as set forth in Paragraph (d) belowAt any time during the Term, in Executive may terminate Executive’s employment and the event Executive elects to voluntarily terminate his employment following the occurrence of events constituting "Term for Good Reason" for his voluntary termination of employment, Executive shall be entitled to the severance consideration specified in Paragraph 4(b), above. For purposes of this Agreement, "“Good Reason" is defined ” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the General Counsel and Chief Development Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a reduction Notice of greater than 10% in Executive's annual base salary; Termination for Good Reason (as defined below) thereof given by Executive and (ii) any change in status, office, titles and reporting requirements following a change Change in Control of the Company in which the Company ceases to be a standalone public reporting company, provided that the material duties of Executive following such Change in Control are not inconsistent with those of Executive immediately prior to such Change in Control; (absent B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty-five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive's agreement) in Executive's regular work location to a work location more than 50 miles from Executive's existing work location , except for travel reasonably required in the United States (reasonable and necessary travel on the Company's business shall not constitute such a change); (iii) an ongoing assignment to any duties inconsistent in any material adverse respect with Executive's then current position, duties or responsibilities (including a material diminution performance of Executive's duties responsibilities; or responsibilities or a change in the Company's reporting structure that requires Executive to report to a subordinate of the chief executive officer), other than an insubstantial or inadvertent act; (ivC) the any material failure by the Company to continue comply with any material benefit or compensation plan of the provisions of this Agreement, other than a failure not occurring in which Executive bad faith and that is participating unless Executive is provided with comparable plans or benefits; or (v) the material breach remedied by the Company promptly after receipt of any a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the terms and conditions set forth in this Agreement. Prior to effecting a termination Board written notice (“Notice of Termination for Good Reason, Executive must give Company written notice ”) of the claimed termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within 60 thirty (30) days of Executive becoming aware of such circumstances. Thereafter, Company shall have 30 days, excluding after the date of Company’s receipt of such notice, to eliminate any circumstances within the scope Notice of the notice provided by Executive that in fact constitute Termination for Good Reason. In the event such circumstances are not eliminated within the time provided, Executive shall have 30 days subsequent to the running of the cure period in which to exercise a right to resign for Good Reason on the basis of the circumstances set forth in the subject notice.

Termination by Executive with Good Reason. Except as set forth in Paragraph (d) belowAt any time during the Term, in Executive may terminate Executive’s employment and the event Executive elects to voluntarily terminate his employment following the occurrence of events constituting "Term for Good Reason" for his voluntary termination of employment, Executive shall be entitled to the severance consideration specified in Paragraph 4(b), above. For purposes of this Agreement, "“Good Reason" is defined ” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Vice President of Finance and Chief Accounting Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a reduction Notice of greater than 10% in Executive's annual base salary; Termination for Good Reason (as defined below) thereof given by Executive and (ii) any change in status, office, titles and reporting requirements following a change Change in Control (absent Executive's agreement) in Executive's regular work location to a work location more than 50 miles from Executive's existing work location as defined in the United States (reasonable and necessary travel on 2019 Plan) of the Company's business shall Company in which the Company ceases to be a standalone public reporting company, provided that the material duties of Executive following such Change in Control are not constitute inconsistent with those of Executive immediately prior to such a change)Change in Control; (iiiB) an ongoing assignment the Company requiring Executive to be based at any duties inconsistent office or location other than in any material adverse respect with Palm Beach County, Florida, or within thirty-five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive's then current position, duties or responsibilities (including a material diminution except for travel reasonably required in the performance of Executive's duties responsibilities; or responsibilities or a change in the Company's reporting structure that requires Executive to report to a subordinate of the chief executive officer), other than an insubstantial or inadvertent act; (ivC) the any material failure by the Company to continue comply with any material benefit or compensation plan of the provisions of this Agreement, other than a failure not occurring in which Executive bad faith and that is participating unless Executive is provided with comparable plans or benefits; or (v) the material breach remedied by the Company promptly after receipt of any a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the terms and conditions set forth in this Agreement. Prior to effecting a termination Board written notice (“Notice of Termination for Good Reason, Executive must give Company written notice ”) of the claimed termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within 60 thirty (30) days of Executive becoming aware of such circumstances. Thereafter, Company shall have 30 days, excluding after the date of Company’s receipt of such notice, to eliminate any circumstances within the scope Notice of the notice provided by Executive that in fact constitute Termination for Good Reason. In the event such circumstances are not eliminated within the time provided, Executive shall have 30 days subsequent to the running of the cure period in which to exercise a right to resign for Good Reason on the basis of the circumstances set forth in the subject notice.

Termination by Executive with Good Reason. Except as set forth in Paragraph (d) belowAt any time during the Term, in Executive may terminate Executive’s employment and the event Executive elects to voluntarily terminate his employment following the occurrence of events constituting "Term for Good Reason" for his voluntary termination of employment, Executive shall be entitled to the severance consideration specified in Paragraph 4(b), above. For purposes of this Agreement, "“Good Reason" is defined ” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Executive Vice President, Operations (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a reduction Notice of greater than 10% in Executive's annual base salary; Termination for Good Reason (as defined below) thereof given by Executive and (ii) any change in status, office, titles and reporting requirements following a change Change in Control of the Company in which the Company ceases to be a standalone public reporting company, provided that the material duties of Executive following such Change in Control are not inconsistent with those of Executive immediately prior to such Change in Control; or (absent Executive's agreementB) in Executive's regular work location to a work location more than 50 miles from Executive's existing work location in the United States (reasonable and necessary travel on the Company's business shall not constitute such a change); (iii) an ongoing assignment to any duties inconsistent in any material adverse respect with Executive's then current position, duties or responsibilities (including a material diminution of Executive's duties or responsibilities or a change in the Company's reporting structure that requires Executive to report to a subordinate of the chief executive officer), other than an insubstantial or inadvertent act; (iv) the failure by the Company to continue comply with any material benefit or compensation plan of the provisions of this Agreement, other than a failure not occurring in which Executive bad faith and that is participating unless Executive is provided with comparable plans or benefits; or (v) the material breach remedied by the Company promptly after receipt of any a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the terms and conditions set forth in this Agreement. Prior to effecting a termination Board written notice (“Notice of Termination for Good Reason, Executive must give Company written notice ”) of the claimed termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within 60 thirty (30) days of Executive becoming aware of such circumstances. Thereafter, Company shall have 30 days, excluding after the date of Company’s receipt of such notice, to eliminate any circumstances within the scope Notice of the notice provided by Executive that in fact constitute Termination for Good Reason. In the event such circumstances are not eliminated within the time provided, Executive shall have 30 days subsequent to the running of the cure period in which to exercise a right to resign for Good Reason on the basis of the circumstances set forth in the subject notice.

Termination by Executive with Good Reason. Except as set forth in Paragraph (d) Subject to the provisions detailed below, in upon thirty (30) days’ written notice to the event Company of his intent to terminate the Agreement, the Executive elects shall have the right to voluntarily terminate his employment following the occurrence of events constituting "under this Agreement for Good Reason" for his voluntary termination of employment, Executive shall be entitled to the severance consideration specified in Paragraph 4(b), above. For purposes of this Agreement, "“Good Reason" ” is defined as any one of the following: (i) a reduction Company’s willful material breach of greater than 10% in Executive's annual base salaryany provision of this Agreement; or (ii) a change (absent Executive's agreement) in Executive's regular work location to a work location more than 50 miles from Executive's existing work location in the United States (reasonable and necessary travel on the Company's business shall not constitute such a change); (iii) an ongoing assignment to any duties inconsistent in any material adverse respect with change in the Executive's then current position’s position (including status, offices, titles and reporting requirements) authority, duties or responsibilities (including other than a change due to the Executive’s Permanent Disability) which results in: (A) a diminution in any material diminution of respect in the Executive's duties or ’s position, authority, duties, responsibilities or a change compensation, which diminution continues in the Company's reporting structure time over at least thirty (30) days such that requires Executive to report to a subordinate of the chief executive officer), other than it constitutes an insubstantial or inadvertent act; (iv) the failure by the Company to continue any material benefit or compensation plan in which Executive is participating unless Executive is provided with comparable plans or benefitseffective demotion; or (vB) a material diversion from the Executive’s performance of the functions of the Executive’s position, excluding for this purpose material breach adverse changes made with the Executive’s written consent or due to the Executive’s termination for Cause (as defined below) or termination by the Executive without Good Reason; provided, however, that it shall not constitute Good Reason unless the Executive shall have provided the Company with written notice of any its alleged actions constituting Good Reason (which notice shall specify in reasonable detail the particulars of such Good Reason) within 30 days of the terms events alleged actions constituting Good Reason and conditions set forth in this AgreementCompany has not cured any such alleged Good Reason or substantially commenced its effort to cure such breach within thirty (30) days of the Company’s receipt of such written notice. Prior to effecting a termination for If the Executive’s employment is terminated by the Executive with Good Reason, the Executive must give Company written notice shall continue to receive his base salary, any unpaid bonus and health insurance coverage on the same terms as made available to the Company’s employees for a period of two (2) months from the effective date of termination (such continuation of base salary and health insurance coverage being the “Severance Benefits”). Notwithstanding the foregoing, the Executive shall not be entitled to any Severance Benefits unless (i) the Executive complies with all of the claimed existence of Good Reason within 60 days of restrictive covenants by which he is bound (whether pursuant to this Agreement or otherwise), including, but not limited to, any non competition agreement, non solicitation agreement or confidentiality agreement signed by the Executive, and (ii) the Executive becoming aware of such circumstances. Thereafterexecutes, Company shall have 30 days, excluding the date of receipt of such notice, to eliminate any circumstances within the scope of the notice provided by Executive that delivers and does not revoke a general release in fact constitute Good Reason. In the event such circumstances are not eliminated within the time provided, Executive shall have 30 days subsequent form and substance acceptable to the running of Company. The parties hereto acknowledge that the cure period Severance Benefits to be provided under this Section 5(c) are to be provided in which to exercise a right to resign consideration for Good Reason on the basis of the circumstances set forth in the subject noticeabove specified release.

Termination by Executive with Good Reason. Except as Executive may terminate Executive’s employment with the Company with Good Reason upon written notice to the Company of the alleged act or omission constituting Good Reason, which notice shall set forth in Paragraph (d) below, in reasonable detail the event reason or reasons that Executive elects to voluntarily terminate believes his employment following the occurrence of events constituting "is to be terminated for Good Reason" for his voluntary termination of employment, Executive shall be entitled to the severance consideration specified in Paragraph 4(b), above. For purposes of this Agreement, "“Good Reason" is defined as ” means, without Executive’s written consent, (i) a reduction of greater than 10% in Executive's annual base salary; ’s Base Salary, (ii) a change (absent Executive's agreement) reduction in Executive's regular work location to a work location more than 50 miles from ’s annual incentive bonus target below Executive's existing work location in ’s annual incentive bonus target for the United States (reasonable and necessary travel on the Company's business shall not constitute such a change); preceding fiscal year, (iii) an ongoing assignment to any duties inconsistent in any material adverse respect with Executive's then current positionExecutive is no longer the Chief Executive Officer of (A) the Company, duties or responsibilities (including a material diminution of Executive's duties or responsibilities or a change B) in the event of a Change of Control, the successor to the Company's reporting structure that requires Executive to report to a subordinate of the chief executive officer)’s business or assets, other than an insubstantial or inadvertent act; (iv) Executive is no longer serving on (A) the failure by Board or (B) in the event of a Change of Control, the board of directors or similar governing body of successor to the Company’s business or assets, except in each case on account of removal from the Board for cause pursuant to the vote of the stockholders of the Company or due to continue any material benefit Executive’s resignation from, or compensation plan in which Executive is participating unless Executive is provided with comparable plans or benefits; or refusal to stand for reelection to, the Board, (v) the any material breach by the Company of any of the material terms and conditions of this Agreement, or (vi) during the one-year period following a Change of Control, Executive is required to relocate his place of employment to a location that is more than 35 miles from the location of the Company’s headquarters as of the date first set forth in this Agreement. Prior above; provided, however, that for any of the foregoing to effecting a termination for constitute Good Reason, Executive must give Company provide written notice notification of the claimed existence of such event or condition constituting Good Reason within 60 90 days after Executive knows of Executive becoming aware the occurrence of any such circumstances. Thereafterevent or condition, and the Company shall have 30 days, excluding 60 days from the date of receipt of such notice, written notice to eliminate any circumstances within the scope effect a cure of the notice provided event or condition constituting Good Reason, and, upon cure thereof by Executive that in fact the Company, such event or condition shall no longer constitute Good Reason. In the event such circumstances are not eliminated within the time provided, Executive shall have 30 days subsequent to the running of the cure period in which to exercise a right to resign for Good Reason on the basis of the circumstances set forth in the subject notice.

Termination by Executive with Good Reason. Except as set forth in Paragraph (d) belowAt any time during the Term, in the event Executive elects to voluntarily may terminate his employment following and the occurrence of events constituting "Term for Good Reason" for his voluntary termination of employment, Executive shall be entitled to the severance consideration specified in Paragraph 4(b), above. For purposes of this Agreement, "“Good Reason" is defined ” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Vice President, Finance (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a reduction Notice of greater than 10% in Executive's annual base salary; Termination for Good Reason (as defined below) thereof given by Executive and (ii) a change (absent Executive's agreement) in Executive's regular work location to a work location more than 50 miles from Executive's existing work location in the United States (reasonable and necessary travel on the Company's business shall not constitute such a change); (iii) an ongoing assignment to any duties inconsistent in any material adverse respect with Executive's then current position, duties or responsibilities (including a material diminution of Executive's duties or responsibilities or action taken following a change in control of the Company's , including, but not limited to, a change in reporting structure that requires requirements and/or responsibilities if the Company ceases to be a standalone public reporting company following such change in control; (B) the Company requiring Executive to report to a subordinate of the chief executive officer), be based at any office or location other than an insubstantial in Palm Beach County, Florida, or inadvertent actwithin thirty five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities; or (ivC) the any material failure by the Company to continue comply with any material benefit or compensation plan of the provisions of this Agreement, other than a failure not occurring in which Executive bad faith and that is participating unless Executive is provided with comparable plans or benefits; or (v) the material breach remedied by the Company promptly after receipt of any a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the terms and conditions set forth in this Agreement. Prior to effecting a termination Board written notice (“Notice of Termination for Good Reason, Executive must give Company written notice ”) of the claimed termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within 60 thirty (30) days of Executive becoming aware of such circumstances. Thereafter, Company shall have 30 days, excluding after the date of Company’s receipt of such notice, to eliminate any circumstances within the scope Notice of the notice provided by Executive that in fact constitute Termination for Good Reason. In the event such circumstances are not eliminated within the time provided, Executive shall have 30 days subsequent to the running of the cure period in which to exercise a right to resign for Good Reason on the basis of the circumstances set forth in the subject notice.

Termination by Executive with Good Reason. Except as Executive may terminate Executive’s employment with the Company with Good Reason upon written notice to the Company of the alleged act or omission constituting Good Reason, which notice shall set forth in Paragraph (d) below, in reasonable detail the event reason or reasons that Executive elects to voluntarily terminate believes his employment following the occurrence of events constituting "is to be terminated for Good Reason" for his voluntary termination of employment, Executive shall be entitled to the severance consideration specified in Paragraph 4(b), above. For purposes of this Agreement, "“Good Reason" is defined as ” means, without Executive’s written consent, (i) a reduction of greater than 10% in Executive's annual base salary; ’s Base Salary, (ii) a change (absent Executive's agreement) reduction in Executive's regular work location to a work location more than 50 miles from ’s annual incentive bonus target below Executive's existing work location in the United States (reasonable and necessary travel on the Company's business shall not constitute such a change); ’s initial annual incentive bonus target, (iii) an ongoing assignment to any duties inconsistent in any material adverse respect with Executive's then current positionExecutive is no longer the President of (A) the Company, duties or responsibilities (including a material diminution of Executive's duties or responsibilities or a change B) in the event of a Change of Control, the successor to the Company's reporting structure that requires Executive to report to a subordinate of the chief executive officer)’s business or assets, other than an insubstantial or inadvertent act; (iv) Executive is no longer reporting directly to the failure by Chief Executive Officer of (A) the Company or (B) in the event of a Change of Control, the successor to continue any material benefit the Company’s business or compensation plan in which Executive is participating unless Executive is provided with comparable plans or benefits; or assets, (v) if Executive serves on the Board during the Term after having been elected or appointed to serve as a member of the Board (it being acknowledged by Executive and the Company that there is no agreement or arrangement as of the date first written above that Executive will serve on the Board) and then is no longer serving on (A) the Board or (B) in the event of a Change of Control, the board of directors or similar governing body of the successor to the Company’s business or assets, except in each case on account of removal from the Board for cause pursuant to a vote of the stockholders of the Company or due to Executive’s resignation from, or refusal to stand for reelection to, the Board, (vi) any material breach by the Company of any of the material terms and conditions of this Agreement, (vii) during the one-year period following a Change of Control, Executive is required to relocate his place of employment to a location that is more than thirty-five (35) miles from the location of the Company’s headquarters as of the date first set forth above, or (viii) a material diminution in this Agreement. Prior Executive’s authority, responsibilities or duties; provided, however, that for any of the foregoing to effecting a termination for constitute Good Reason, Executive must give Company provide written notice notification of the claimed existence of such event or condition constituting Good Reason within 60 90 days after Executive knows of Executive becoming aware the occurrence of any such circumstances. Thereafterevent or condition, and the Company shall have 30 days, excluding 60 days from the date of receipt of such notice, written notice to eliminate any circumstances within the scope effect a cure of the notice provided event or condition constituting Good Reason, and, upon cure thereof by Executive that in fact the Company, such event or condition shall no longer constitute Good Reason. In the event such circumstances are not eliminated within the time provided, Executive shall have 30 days subsequent to the running of the cure period in which to exercise a right to resign for Good Reason on the basis of the circumstances set forth in the subject notice.

Termination by Executive with Good Reason. Except as set forth in Paragraph Subject to this Section 5(c), upon thirty (d30) belowdays’ written notice to the Company of his intent to terminate the Agreement, in Executive shall have the event Executive elects right to voluntarily terminate his employment following the occurrence of events constituting "under this Agreement for “Good Reason" for his voluntary termination of employment, Executive shall be entitled to the severance consideration specified in Paragraph 4(b), above. .” For purposes of this Agreement, "“Good Reason" ” is defined as any one of the following: (i) a reduction Company’s willful material breach of greater than 10% in Executive's annual base salaryany provision of this Agreement; (ii) a change (absent Executive's agreement) in Executive's regular work location to a work location more than 50 miles from Executive's existing work location in the United States (reasonable and necessary travel on the Company's business shall not constitute such a change); (iii) an ongoing assignment to any duties inconsistent in any material adverse respect with change in Executive's then current position’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities (including other than a change due to Executive’s Permanent Disability or as an accommodation under the Americans With Disabilities Act) which results in: (A) a diminution in any material respect in Executive’s position, authority, duties, responsibilities or compensation, which diminution continues in time over at least thirty (30) days, such that it constitutes an effective demotion; or (B) a material diminution diversion from Executive’s performance of the functions of Executive's duties ’s position, excluding for this purpose material adverse changes made with Executive’s written consent or responsibilities due to Executive’s termination For Cause or a change in termination by Executive without Good Reason; or (iii) relocation of the Company's reporting structure that requires Executive to report ’s headquarters and/or Executive’s regular work address to a subordinate location which requires him to travel more than forty (40) miles from Executive’s place of employment on the date hereof; provided, however, that it shall not constitute Good Reason unless Executive shall have provided the Company with written notice of its alleged actions constituting Good Reason (which notice shall specify in reasonable detail the particulars of such Good Reason) within 30 days of the chief executive officer)events alleged actions constituting Good Reason and Company has not cured any such alleged Good Reason or substantially commenced its effort to cure such breach within thirty (30) days of the Company’s receipt of such written notice. If the Executive’s employment is terminated by the Executive with Good Reason, other than an insubstantial or inadvertent act; (iv) and the failure Executive has been employed by the Company for at least twelve (12) months following the Effective Date, the Executive shall continue to continue any material benefit or compensation receive his base salary for a period of twelve (12) months from the effective date of termination, payable (subject to the timing restrictions below) in accordance with the Company’s normal payroll schedule, and in addition, if Executive timely elects to receive Consolidated Omnibus Budget Reconciliation Act (“COBRA”) continuation coverage under the Company’s medical plan, the Company shall reimburse the same portion of the premium costs for the medical portion of such COBRA coverage for a period of eighteen (18) months as the Company was paying on Executive’s behalf under the Company’s medical plan in which immediately prior to the termination of Executive’s employment; provided that Executive is participating and remains eligible for such COBRA continuation coverage. For the avoidance of doubt, it is understood and agreed that any period during which the Company reimburses for a portion of Executive’s COBRA premium costs pursuant to the preceding sentence shall count toward the 18-month maximum COBRA eligibility period. Payments hereunder will be subject to all applicable withholding taxes. The base salary continuation and continued health insurance coverage is referred to herein as “Severance Benefits”. If the Executive’s employment is terminated by the Executive prior to the first twelve (12) months of employment with the Company pursuant to this Section 5 (c), the Executive shall be entitled to Severance Benefits as outlined above only if the employment is terminated by the Executive as a result of the Company’s failure to pay the Executive’s base salary pursuant to this Agreement and such breach remains uncured following thirty (30) days of the Company’s receipt of such written notice. Notwithstanding the foregoing, Executive shall not be entitled to any Severance Benefits unless (i) Executive complies with all of the restrictive covenants by which he is provided with comparable plans bound (whether pursuant to this Agreement or benefits; otherwise), including, but not limited to, any non-competition agreement, non-solicitation agreement, confidentiality agreement or invention assignment agreement signed by Executive, and (vii) the material breach by Executive executes, delivers and does not revoke a general release in form and substance acceptable to the Company of any of the terms and conditions set forth in this Agreement. Prior to effecting a termination for Good Reason, Executive must give Company written notice of the claimed existence of Good Reason within 60 no later than thirty (30) days of Executive becoming aware of such circumstances. Thereafter, Company shall have 30 days, excluding (or forty-five (45) days as may be required under applicable law) after the date of receipt termination and any revocation period with respect to such release has expired which release will be provided to Executive within five (5) days following Executive’s termination; further provided, however, that if the consideration and/or revocation period straddles two taxable years, then the Company shall accumulate any severance payments payable during the year of termination and shall make the accumulated severance payments starting in the second of such notice, to eliminate any circumstances within the scope of the notice provided by Executive that in fact constitute Good Reason. In the event such circumstances are not eliminated within taxable years at the time providedthe first scheduled payment for such second taxable year is payable, Executive shall have 30 days subsequent regardless of which taxable year the executed release is delivered. The parties hereto acknowledge that the Severance Benefits to be provided under this Section 5(c) are to be provided in consideration for the running of the cure period in which to exercise a right to resign for Good Reason on the basis of the circumstances set forth in the subject noticeabove-specified release.

Termination by Executive with Good Reason. Except as set forth in Paragraph (d) belowAt any time during the Term, in the event Executive elects to voluntarily may terminate his employment following and the occurrence of events constituting "Term for Good Reason" for his voluntary termination of employment, Executive shall be entitled to the severance consideration specified in Paragraph 4(b), above. For purposes of this Agreement, "“Good Reason" is defined as ” shall mean (iA) a reduction of greater than 10% in Executive's annual base salary; (ii) a change (absent Executive's agreement) in Executive's regular work location to a work location more than 50 miles from Executive's existing work location in the United States (reasonable and necessary travel on the Company's business shall not constitute such a change); (iii) an ongoing assignment to any Executive of material duties inconsistent in any material adverse respect with Executive's then current position, duties or responsibilities ’s position as the Chief Strategy and Performance Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive's duties ’s responsibilities; or responsibilities or a change in the Company's reporting structure that requires Executive to report to a subordinate of the chief executive officer), other than an insubstantial or inadvertent act; (ivC) the any material failure by the Company to continue comply with any material benefit or compensation plan of the provisions of this Agreement, other than a failure not occurring in which Executive bad faith and that is participating unless Executive is provided with comparable plans or benefits; or (v) the material breach remedied by the Company promptly after receipt of any a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the terms and conditions set forth in this Agreement. Prior to effecting a termination Board written notice (“Notice of Termination for Good Reason, Executive must give Company written notice ”) of the claimed termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within 60 thirty (30) days of Executive becoming aware of such circumstances. Thereafter, Company shall have 30 days, excluding after the date of Company’s receipt of such notice, to eliminate any circumstances within the scope Notice of the notice provided by Executive that in fact constitute Termination for Good Reason. In the event such circumstances are not eliminated within the time provided, Executive shall have 30 days subsequent to the running of the cure period in which to exercise a right to resign for Good Reason on the basis of the circumstances set forth in the subject notice.