Common use of Termination by the Employee Clause in Contracts

Termination by the Employee. The Employee may terminate his employment hereunder for Good Reason. For purposes of this Agreement, "Good Reason" shall mean (A) a change in control of the Company (as defined below), as well as, and as a direct result thereof, (i) a decrease in the total amount of the Employee's base salary below its level in effect on the date hereof, or a decrease in the bonus percentage to which the Employee is entitled, without the Employee's consent, provided, however, nothing herein shall be construed to guarantee the Employee's bonus award if performance is below target, (ii) a reduction in the importance of the Employee's job responsibilities without the Employee's consent, with the determination of whether a reduction in job responsibility has taken place to be in the sole discretion of the Employee or (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten (10) days after notice of such noncompliance has been given by the Employee. Absent written consent, after a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall be deemed consent to such events. A "change in control" shall be deemed to have occurred on (i) the closing date of any merger or consolidation with or into another company and the Company does not survive the transaction or survive only as a subsidiary of another company or (ii) the date on which the Board of Directors becomes aware that any person or group (as such terms are defined in section 13(d) of the Securities Exchange Act of 1934, as amended) has become the holder of 50% or more of the outstanding voting securities of the Company or has the power, directly or indirectly, to designate a majority of the members of the Board of directors.

Termination by the Employee. The Employee may terminate his employment hereunder for Good Reason. For purposes of this Agreement, Agreement "Good Reason" shall mean (A) a change in control of the Company (as defined below), as well as(B) any assignment to the Employee of any duties other than those contemplated by, and as a direct result thereofor any limitation of the powers of the Employee in any respect not contemplated by, Section 2 hereof, (iC) any removal of the Employee from or any failure to re-elect the Employee to either of the positions indicated in Section 2 hereof, except in connection with termination of the Employee's employment for Cause or Disability, (D) a decrease reduction in the total amount of the Employee's base salary below its level in effect on the date hereofas it may have been increased from time to time, or a decrease in the bonus percentage to which the Employee is entitled, without the Employee's consent, provided, however, nothing herein shall be construed to guarantee the Employee's bonus award if performance is below target, (ii) a reduction in the importance of the Employee's job responsibilities without the Employee's consent, with the determination of whether a reduction in job responsibility has taken place to be in the sole discretion of the Employee or (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a any other failure by the Company to comply with Section 3 hereof, or (E) failure of the Company to obtain the assumption of the agreement to perform this Agreement by any material provision successor as contemplated in Section 10 hereof. For purposes of this Agreement which has not been cured within ten (10) days after notice Agreement, a "change in control of such noncompliance has been given by the Employee. Absent written consent, after Company" shall mean a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall a nature that would be deemed consent required to such events. A "change be reported in control" shall be deemed response to have occurred on (i) the closing date of any merger or consolidation with or into another company and the Company does not survive the transaction or survive only as a subsidiary of another company or (ii) the date on which the Board of Directors becomes aware that any person or group (as such terms are defined in section 13(dItem 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"); provided that, without limitation, such a change in control shall be deemed to have occurred if (Y) has become any "person" (as such term is used in Section 13(d) and 14(d) of the holder Exchange Act), other than the Company or any "person" who on the date hereof is a director or officer of 50the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the outstanding combined voting securities power of the Company Company's then outstanding securities, or has (Z) during any period of two consecutive years during the powerterm of this Agreement, directly or indirectly, individuals who at the beginning of such period constitute the Board cease for any reason to designate constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the members directors then in office who were directors at the beginning of the Board of directorsperiod.

Termination by the Employee. The Employee may terminate his employment hereunder for Good Reason. For purposes of this Agreement, Agreement "Good Reason" shall mean (A) a change in control of the Company (as defined below), as well as(B) any assignment to the Employee of any duties other than those contemplated by, and as a direct result thereofor any limitation of the powers of the Employee in any respect not contemplated by, Section 2 hereof, (iC) any removal of the Employee from or any failure to re-elect the Employee to the position indicated in Section 2 hereof, except in connection with termination of the Employee's employment for Cause or Disability, (D) a decrease reduction in the total amount of the Employee's base salary below its level in effect on the date hereofas it may have been increased from time to time, or a decrease in the bonus percentage to which the Employee is entitled, without the Employee's consent, provided, however, nothing herein shall be construed to guarantee the Employee's bonus award if performance is below target, (ii) a reduction in the importance of the Employee's job responsibilities without the Employee's consent, with the determination of whether a reduction in job responsibility has taken place to be in the sole discretion of the Employee or (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a any other failure by the Company to comply with Section 3 hereof, or (E) failure of the Company to obtain the assumption of the agreement to perform this Agreement by any material provision successor as contemplated in Section 10 hereof. For purposes of this Agreement which has not been cured within ten (10) days after notice Agreement, a "change in control of such noncompliance has been given by the Employee. Absent written consent, after Company" shall mean a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall a nature that would be deemed consent required to such events. A "change be reported in control" shall be deemed response to have occurred on (i) the closing date of any merger or consolidation with or into another company and the Company does not survive the transaction or survive only as a subsidiary of another company or (ii) the date on which the Board of Directors becomes aware that any person or group (as such terms are defined in section 13(dItem 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"); provided that, without limitation, such a change in control shall be deemed to have occurred if (Y) has become any "person" (as such term is used in Section 13(d) and 14(d) of the holder Exchange Act), other than the Company or any "person" who on the date hereof is a director or officer of 50the Company, is or becomes the "beneficial owner" (as defined in Rule 13d- 3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the outstanding combined voting securities power of the Company Company's then outstanding securities, or has (Z) during any period of two consecutive years during the powerterm of this Agreement, directly or indirectly, individuals who at the beginning of such period constitute the Board cease for any reason to designate constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the members directors then in office who were directors at the beginning of the Board of directorsperiod.

Termination by the Employee. The Employee may terminate his employment hereunder for Good Reasonany reason upon six (6) months prior written notice to that effect delivered to the Employer, unless a shorter notice period is approved by the Chief Executive Officer of the Employer. For purposes The Employee agrees that if he terminates his employment with the Employer under this subparagraph 7(c) or if he elects not to renew the term of this AgreementAgreement pursuant to paragraph 6 above, "Good Reason" he shall mean (A) a change in control devote his full professional time and best efforts to the business and affairs of the Company Employers during such six (as defined below), as well as, 6) month period; and as a direct result thereof, (i) a decrease in the total amount of the Employee's base salary below its level in effect on the date hereof, or a decrease in the bonus percentage Employer agrees to which continue to pay the Employee is entitled, without his Base Salary and any declared bonuses until the Employee's consent, close of such period; provided, however, nothing herein shall be construed that if the Employee fails to guarantee devote his full professional time and best efforts to the Employee's bonus award if performance is below target, (ii) a reduction in the importance business and affairs of the Employee's job responsibilities without Employers during such six (6) month period, the Employee's consent, with the determination of whether a reduction in job responsibility has taken place Employer shall not be obligated to be in the sole discretion of the Employee or (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a failure by the Company to comply with make any material further payments under any provision of this Agreement which has not been cured within ten (10other than to make payments to the Employee of the Base Salary accrued prior to the Employee's breach of his commitment under this subparagraph 7(c) days after notice and such bonuses allocable to the annual period prior to the date of such noncompliance has been given breach, when and in such amounts as are declared by the Employee. Absent written consent, after a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall be deemed consent to such events. A "change in control" shall be deemed to have occurred on (i) the closing date of any merger or consolidation with or into another company and the Company does not survive the transaction or survive only as a subsidiary of another company or (ii) the date on which the Board of Directors becomes aware that any person or group (as such terms are defined in section 13(d) of the Securities Exchange Act Employer. In the event of 1934such breach, as amendedthe Employer shall have the right to pursue all other remedies available at law or in equity. Notwithstanding anything to the contrary in the foregoing, nothing in this subparagraph 7(c) has become is intended to modify the holder Employee's obligations pursuant to paragraphs 10, 11, and 12 of 50% or more of the outstanding voting securities of the Company or has the power, directly or indirectly, to designate a majority of the members of the Board of directorsthis Agreement.

Termination by the Employee. The This Agreement may be terminated by the Employee, at any time. In the event such termination is for Good Reason within thirty (30) days of a Change of Control (as such terms are hereinafter defined), then the Company shall continue to pay to the Employee may terminate (or his estate or other legal representative in the case of the death of the Employee subsequent to such termination), (i) the salary provided for in Section 3.1 (at the annual rate then in effect), in the same periodic installments as his annual salary was until then paid, until the earlier of (x) the then scheduled expiration of the term hereof, or (y) twelve (12) months following the date of such termination, and (ii) if a discretionary bonus under Section 3.2 has been awarded and approved for the current year, but not yet paid, the discretionary bonus so awarded and approved but not yet paid, pro-rated through the date of such termination (provided, however, that if no such discretionary bonus has been awarded and approved for the current year, but such a discretionary bonus had been awarded, approved, and paid for the immediately preceding year, then the Employee shall receive an amount equal to the immediately preceding year's discretionary bonus, reduced by pro-ration through the date of termination). In the event the Employee's employment hereunder is terminated by the Employee for any reason other than Good Reason, the Company shall pay to the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid the Employee. In either case, after the satisfaction of any claim the Company may have against the Employee arising during Employee's employment with the Company, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. As used herein, the term "Good Reason" shall mean (i) a reduction in the Employee's annual base salary; or (ii) a change in the Employee's duties and responsibilities which represents a substantial reduction of the duties and responsibilities which existed immediately prior thereto or the assignment to the Employee of any substantial new duties or responsibilities inconsistent with those which existed immediately prior thereto; or (iii) the requirement by the Company that the Employee (without the consent of the Employee) work out of a location more than fifty (50) miles away from the Employee's then-current work location, except for reasonably required travel on the Company's business. For purposes of this Agreement, a "Good Reason" shall mean (A) a change Change in control of the Company (as defined below), as well as, and as a direct result thereof, (i) a decrease in the total amount of the Employee's base salary below its level in effect on the date hereof, or a decrease in the bonus percentage to which the Employee is entitled, without the Employee's consent, provided, however, nothing herein shall be construed to guarantee the Employee's bonus award if performance is below target, (ii) a reduction in the importance of the Employee's job responsibilities without the Employee's consent, with the determination of whether a reduction in job responsibility has taken place to be in the sole discretion of the Employee or (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten (10) days after notice of such noncompliance has been given by the Employee. Absent written consent, after a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall be deemed consent to such events. A "change in controlControl" shall be deemed to have occurred occur (1) on (i) the closing effective date of any merger merger, consolidation, or consolidation with or into another company and reorganization which results in the Company does not survive the transaction or survive only as a subsidiary of another company or (ii) the date on which the Board of Directors becomes aware that any person or group (as such terms are defined in section 13(d) of the Securities Exchange Act of 1934, as amended) has become the holder of 50% or more holders of the outstanding voting securities of the Company (determined immediately prior to such merger or has consolidation) owning less than an majority of the poweroutstanding voting securities of the surviving corporation (determined immediately following such merger or consolidation), or any sale or transfer by the Company of all or substantially all of its assets; or (2) on the date of closing of any tender offer or exchange offer for, or the acquisition, directly or indirectly, to designate by any person or group of, all or a majority of the members then outstanding voting securities of the Board Company. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur if the Company either merges or consolidates with or into another company or sells or disposes of directorsall or substantially all of its assets to another company, if such merger, consolidation, sale or disposition is in connection with a corporate restructuring wherein the stockholders of the Company immediately before such merger, consolidation, sale, or disposition own, directly or indirectly, immediately following such merger, consolidation, sale, or disposition at least a majority of the combined voting power of all outstanding classes of securities of the Company resulting from such merger or consolidation, or to which the Company sells or disposes of its assets, in substantially the same proportion as their ownership in the Company immediately before such merger, consolidation, sale, or disposition.

Termination by the Employee. The Employee's employment with the Company may be terminated by the Employee may terminate his employment hereunder for at any time with or without Good Reason. For purposes In the event of this Agreement, "a termination of the Employee's employment with the Company by the Employee upon his voluntary termination or resignation (other than a termination of employment with the Company by the Employee for “Good Reason" shall mean (A) a change in control of the Company (,” as defined below), the Company shall not have any obligation to provide Employee with any severance or benefits hereunder; provided, that, the Company shall pay to the Employee all Base Compensation and accrued benefits owing as well asof the date of termination in accordance with the Company’s normal practices then in effect. The Employee agrees to provide the Board of Directors with at least thirty (30) days’ prior written notice of his voluntary cessation of employment hereunder, subject to the Board of Directors’ right to waive, upon notice to the Employee, such requirement and accelerate the effectiveness of the Employee’s voluntary cessation of employment to an earlier time and date (but not earlier than the date of the Employee’s giving of notice of his voluntary cessation of employment to the Board of Directors), it being mutually understood and agreed that the Company shall to continue to pay or furnish to the Employee his Base Compensation and benefits during the time of continued employment, if any, following the Employee’s notice of his voluntary cessation of employment up through the effective date of termination. A termination of the Employee’s employment with the Company by the Employee for Good Reason shall be treated as a direct result thereoftermination without Cause under Section 7(c). For purposes hereof, the term “Good Reason” shall mean that (i) a decrease in the total amount Employee’s primary place of employment is moved by the Board of Directors (not at the request of the Employee's base salary below its level in effect on ) to a location greater than 50 miles from New Haven, CT (without a corresponding permission from the date hereof, or a decrease in the bonus percentage to which Board of Directors allowing the Employee is entitled, without the Employee's consentto telecommute), provided, however, nothing herein shall be construed to guarantee the Employee's bonus award if performance is below target, (ii) a reduction in the importance of the Employee's job responsibilities without the Employee's consent, with the determination of whether a reduction in job responsibility has taken place to be in the sole discretion of the Employee or (iii) a geographical relocation has delivered written notice of the Employee of more than 25 miles within six months of a change termination in control without Employee's written consent, or (B) a failure by the Company to comply with any material provision respect of this Agreement which has not been cured clause (i) within ten thirty (10) days after notice of such noncompliance has been given by the Employee. Absent written consent, after a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (9030) days following the occurrence execution and delivery by the Company at the Board of Directors’ direction of a lease or other binding agreement committing the Company to such relocation, the terms of which were authorized and approved by the Board of Directors (provided, if the Board of Directors notifies the Employee of the events described above shall be deemed consent Board of Directors’ decision to such events. A "change in control" cancel its planned relocation, the Board of Directors shall be deemed to have occurred on (i) cured the closing date event of any merger or consolidation with or into another company “Good Reason” and the Company does not survive Employee’s notice of resignation shall be deemed revoked, and the transaction or survive only as a subsidiary of status quo shall be maintained, unless the Employee has already accepted employment with another company or employer); (ii) the date on which Company has breached any material term of this Agreement; (iii) a material reduction in the Employee’s duties and responsibilities as the Company’s Chief Executive Officer hereunder, (iv) a material demotion in the Employee’s position or title at the Company, or (v) the Company has reduced the Employee’s Base Compensation due hereunder; provided, however, that with respect to each of the conditions described above in items (i), (ii), (iii), (iv) and (v), the Employee may not establish “Good Reason” unless he has provided written notice to the Board of Directors becomes aware that any person or group (as such terms are defined in section 13(d) of the Securities Exchange Act existence of 1934, as amended) has become the holder of 50% or more of the outstanding voting securities of such condition and the Company or has fails to cure such condition within the power, directly or indirectly, to designate a majority 30-day period following receipt of the members of the Board of directorssuch notice.

Termination by the Employee. The Employee’s employment with the Company may be terminated by the Employee may terminate his employment hereunder for at any time with or without Good Reason. For purposes In the event of this Agreement, "a termination of the Employee’s employment with the Company by the Employee upon his voluntary termination or resignation (other than a termination of employment with the Company by the Employee for “Good Reason" shall mean (A) a change in control of the Company (,” as defined below), the Company shall not have any obligation to provide Employee with any severance or benefits hereunder; provided, that, the Company shall pay to the Employee all Base Compensation and accrued benefits owing as well asof the date of termination in accordance with the Company’s normal practices then in effect. The Employee agrees to provide the Board of Directors with at least sixty (60) days’ prior written notice of his voluntary cessation of employment hereunder, subject to the Board of Directors’ right to waive, upon notice to the Employee, such requirement and accelerate the effectiveness of the Employee’s voluntary cessation of employment to an earlier time and date (but not earlier than the date of the Employee’s giving of notice of his voluntary cessation of employment to the Board of Directors), it being mutually understood and agreed that the Company shall to continue to pay or furnish to the Employee his Base Compensation and benefits during the time of continued employment, if any, following the Employee’s notice of his voluntary cessation of employment up through the effective date of termination. A termination of the Employee’s employment with the Company by the Employee for Good Reason shall be treated as a direct result thereoftermination without Cause under Section 7(c). For purposes hereof, the term “Good Reason” shall mean that (i) a decrease in the total amount Employee’s primary place of employment is moved by the Board of Directors (not at the request of the Employee's base salary below its level in effect on ) to a location greater than 50 miles from his current location (without a corresponding permission from the date hereof, or a decrease in the bonus percentage to which Board of Directors allowing the Employee is entitled, without the Employee's consentto telecommute), provided, however, nothing herein shall be construed to guarantee the Employee's bonus award if performance is below target, (ii) a reduction in the importance of the Employee's job responsibilities without the Employee's consent, with the determination of whether a reduction in job responsibility has taken place to be in the sole discretion of the Employee or (iii) a geographical relocation has delivered written notice of the Employee of more than 25 miles within six months of a change termination in control without Employee's written consent, or (B) a failure by the Company to comply with any material provision respect of this Agreement which has not been cured clause (i) within ten thirty (10) days after notice of such noncompliance has been given by the Employee. Absent written consent, after a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (9030) days following the occurrence execution and delivery by the Company at the Board of Directors’ direction of a lease or other binding agreement committing the Company to such relocation, the terms of which were authorized and approved by the Board of Directors (provided, if the Board of Directors notifies the Employee of the events described above shall be deemed consent Board of Directors’ decision to such events. A "change in control" cancel its planned relocation, the Board of Directors shall be deemed to have occurred on (i) cured the closing date event of any merger or consolidation with or into another company “Good Reason” and the Company does not survive Employee’s notice of resignation shall be deemed revoked, and the transaction or survive only as a subsidiary of status quo shall be maintained, unless the Employee has already accepted employment with another company or employer); (ii) the date on which Company has breached any material term of this Agreement; (iii) a material reduction in the Employee’s duties and responsibilities as the Company’s Chief Executive Officer hereunder, (iv) a material demotion in the Employee’s position at the Company, or (v) the Company has reduced the Employee’s Base Compensation due hereunder; provided, however, that with respect to each of the conditions described above in items (i), (ii), (iii), (iv) and (v), the Employee may not establish “Good Reason” unless he has provided written notice to the Board of Directors becomes aware that any person or group (as such terms are defined in section 13(d) of the Securities Exchange Act existence of 1934, as amended) has become the holder of 50% or more of the outstanding voting securities of such condition and the Company or has fails to cure such condition within the power, directly or indirectly, to designate a majority 30-day period following receipt of the members of the Board of directorssuch notice.

Termination by the Employee. The Employee may terminate his employment hereunder for Good Reason. For purposes of this Agreement, "Good Reason" shall mean (A) a change in control of the Company (as defined below), as well as, and as a direct result thereof, (i) a decrease in the total amount of the Employee's base salary below its level in effect on the date hereof, or a decrease in the bonus percentage to which the Employee is then entitled, without the Employee's consent, provided, however, nothing herein shall be construed to guarantee the Employee's bonus award if performance is below target, (ii) a reduction in the importance of the Employee's job responsibilities without the Employee's consent, with the determination of whether a reduction in job responsibility has taken place to be in the sole discretion reasonable judgment of the Employee Executive or (iii) a geographical relocation of the Employee Executive of more than 25 miles within six months of a change in control without EmployeeExecutive's written consent, or (B) a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten (10) days after written notice of such noncompliance has been given by the EmployeeExecutive. Absent written consent, after a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall be deemed consent to such events. A "change in control" shall be deemed to have occurred on (i) the closing date of any merger or consolidation by the Company with or into another company and the Company does not survive the transaction or survive survives only as a subsidiary of another company or (ii) the date on which the Board of Directors becomes aware that any person or group (as such terms are defined in section 13(d) of the Securities Exchange Act of 1934, as amended) has become the holder of 50% or more of the outstanding voting securities of the Company or has the power, directly or indirectly, to designate a majority of the members of the Board of directors.

Termination by the Employee. The Employee’s employment with the Company may be terminated by the Employee may terminate his employment hereunder for at any time with or without Good Reason. For purposes In the event of a termination of the Employee’s employment with the Company by the Employee upon his voluntary termination or resignation (other than a termination of employment with the Company by the Employee for “Good Reason,” as defined below) prior to the occurrence of any Change of Control at any time following the date of this Agreement, "Good Reason" such termination shall mean (A) a change in control of the Company (as defined below), as well as, and be treated as a direct result thereoftermination without Cause under Section 7(c); provided however, that references in Section 7(c) to “eighteen (i18) a decrease in the total amount of the Employee's base salary below its level in effect on the date hereof, or a decrease in the bonus percentage to which the Employee is entitled, without the Employee's consent, months” shall be read as “twelve (12) months” and provided, howeverfurther, nothing herein that such termination shall not be construed to guarantee treated as a termination without Cause for the Employee's bonus award if performance is below targetpurposes of Section 5(b). As used herein, (ii) a reduction “Change in the importance of the Employee's job responsibilities without the Employee's consent, with the determination of whether a reduction in job responsibility has taken place to be in the sole discretion of the Employee or (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten (10) days after notice of such noncompliance has been given by the Employee. Absent written consent, after a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall be deemed consent to such events. A "change in control" Control” shall be deemed to have occurred on if the Company (i) is merged into or consolidated with another corporation, or is the closing date subject of any merger or consolidation with or into another company and a sale of stock by its stockholders, under circumstances in which the stockholders of the Company does immediately prior to such merger, consolidation or stock sale do not survive own immediately after giving effect to such merger, consolidation or stock sale shares of capital stock representing at least fifty percent (50%) of the transaction voting power of the Company or survive only the surviving or resulting corporation, as a subsidiary of another company the case may be, or (ii) sells or otherwise disposes of all or substantially all of its assets; provided, however, that no such merger, consolidation, stock sale or disposition of assets shall constitute a Change of Control if such transactions take place between or among (x) two or more subsidiaries of the date on which Company only, or (y) the Company and one or more of its subsidiaries only. The Employee agrees to provide the Board of Directors becomes aware that any person or group with at least thirty (as such terms are defined in section 13(d30) days’ prior written notice of the Securities Exchange Act his voluntary cessation of 1934employment hereunder, as amended) has become the holder of 50% or more of the outstanding voting securities of the Company or has the power, directly or indirectly, subject to designate a majority of the members of the Board of directors.Directors’ right to waive, upon notice to the Employee, such requirement and accelerate the effectiveness of the Employee’s voluntary cessation of employment to an earlier time and date (but not earlier than the date of the Employee’s giving of notice of his voluntary cessation of employment to the Board of Directors), it being mutually understood and agreed that the Company shall to continue to pay or furnish to the

Termination by the Employee. The Employee may terminate his employment hereunder for Good Reason. For purposes of this Agreement, Agreement "Good Reason" shall mean (A) a change in control of the Company (as defined below), as well as, and as a direct result thereof, (iB) a decrease reduction in the total amount of the Employee's base salary below its level in effect on the date hereofas it may have been increased from time to time, or a decrease in the bonus percentage to which the Employee is entitled, without the Employee's consent, provided, however, nothing herein shall be construed to guarantee the Employee's bonus award if performance is below target, (ii) a reduction in the importance of the Employee's job responsibilities without the Employee's consent, with the determination of whether a reduction in job responsibility has taken place to be in the sole discretion of the Employee or (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a any other failure by the Company to comply with Section 3 hereof, or (C) failure of the Company to obtain the assumption of the agreement to perform this Agreement by any material provision successor as contemplated in Section 10 hereof. For purposes of this Agreement which has not been cured within ten (10) days after notice Agreement, a "change in control of such noncompliance has been given by the Employee. Absent written consent, after Company" shall mean a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall a nature that would be deemed consent required to such events. A "change be reported in control" shall be deemed response to have occurred on (i) the closing date of any merger or consolidation with or into another company and the Company does not survive the transaction or survive only as a subsidiary of another company or (ii) the date on which the Board of Directors becomes aware that any person or group (as such terms are defined in section 13(dItem 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"); provided that, without limitation, such a change in control shall be deemed to have occurred if (Y) has become any "person" (as such term is used in Section 13(d) and 14(d) of the holder Exchange Act), other than the Company or any "person" who on the date hereof is a director or officer of 50the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the outstanding combined voting securities power of the Company Company's then outstanding securities, or has (Z) during any period of two consecutive years during the powerterm of this Agreement, directly or indirectly, individuals who at the beginning of such period constitute the Board cease for any reason to designate constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the members directors then in office who were directors at the beginning of the Board of directorsperiod.

Termination by the Employee. The Employee may terminate his employment hereunder for Good Reason. For purposes of this Agreement, "“Good Reason" ” shall mean (A) a change in control of the Company (as defined below), as well as, and as a direct result thereof, (i) a decrease in the total amount of the Employee's ’s base salary below its level in effect on the date hereof, or a decrease in the bonus percentage to which the Employee is entitled, without the Employee's ’s written consent, provided, however, nothing herein shall be construed to guarantee the Employee's ’s bonus award if performance is below target, ; (ii) a reduction in the importance of assignment to the Employee's job responsibilities , without Employee’s written consent, of any duties inconsistent with the Employee's consent’s position (including status, with offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 2, or any other action by the determination Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within ten (10) days after receipt of whether a reduction in job responsibility has taken place to be in notice thereof given by the sole discretion of the Employee or Employee; (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's ’s written consent, or (Biv) a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten (10) days after notice of such noncompliance has been given by the Employee or (v) any purported or threatened termination by the Company of the Employee’s employment otherwise than for cause, Employee’s death or Disability. Absent written consentFor purposes of this Section 9(d), after any good faith determination of “Good Reason” made by the Employee shall be conclusive. Anything in this Agreement to the contrary notwithstanding, a termination by the Employee for any reason at least ninety (90) but not more than one hundred twenty (120) days following a consummation of a change in control of or during the Company thirty (as defined below), no action or inaction by the Employee within ninety (9030) days day period immediately following the occurrence first anniversary of the events described above a change in control shall be deemed consent to such eventsbe a termination for Good Reason for all purposes of this Agreement. A "change in control" control shall be deemed to have occurred on when (i) the closing date of any Company is merged or consolidated with another corporation and immediately after giving effect to the merger or consolidation with less than fifty percent (50%) of the outstanding Voting Securities of the surviving or into another company and resulting entity are then beneficially owned in the aggregate by (x) the shareholders of the Company does not survive immediately prior to such merger or consolidation, or (y) if a record date has been set to determine the transaction shareholders of the Company entitled to vote on such merger or survive only consolidation, the shareholders of the Company as a subsidiary of another company or such record date; (ii) the date on which the Board of Directors becomes aware that any person “person,” including a “syndication” or group (“group” as such those terms are defined used in section 13(dSection 13(d)(3) of the Securities Exchange Act of 1934, as amended) has become is or becomes the holder of 50% or more of the outstanding voting securities of the Company or has the powerbeneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding “Voting Securities,” which is any security which ordinarily possesses the power to designate vote in the election of the Board of Directors of a corporation without the happening of any precondition or contingency; (iii) if at any time the following do not constitute a majority of the members Board of Directors of the Board Company: individuals who, prior to their election as a director of directorsthe Company were nominated, recommended or endorsed by a formal resolution of the Board; or (iv) the Company transfers substantially all of its assets to another corporation which is a less than fifty percent (50%) owned subsidiary of the Company.