Common use of Termination by the Executive Clause in Contracts

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for Good Reason. For purposes of this offer letter, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) material diminution in the Executive’s responsibilities, authority, or duties, without the Executive’s prior consent; (iii) unless the Executive and the Company mutually agree the remote work location for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consent; or (iv) any material breach by the Company or any successor thereto of this Agreement. “Good Reason Process” shall mean that (i) the Executive has reasonably determined in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified the Company in writing of the first occurrence of the Good Reason condition within 90 days of the first occurrence of such condition; (iii) the Executive has cooperated in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material breach of this Agreement by the Employers, (ii) a diminution of, or reduction of or adverse alteration of, the Executive’s Base Salary duties or responsibilities, or the Employers’ assignment of duties, responsibilities or reporting requirements that are inconsistent with his position or that materially expand his duties, responsibilities or reporting requirements without the Executive’s prior consent consent, (other than in connection with, and substantially proportionate to, reductions iii) any requirement by the Company Employers that the Executive relocate to a principal place of business more than 35 miles from the physical location of the compensation principal office work location of the Company’s management employees); Executive on the Commencement Date, or (iiiv) material diminution a reduction in the Executive’s responsibilities, authority, or duties, without the Executive’s prior consent; (iii) unless the Executive and the Company mutually agree the remote work location for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consent; or (iv) any material breach by the Company or any successor thereto of this Agreementbase salary. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company Employers in writing of the first occurrence of the Good Reason condition within 90 days of when the Executive has actual knowledge of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s Employers’ efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 days after the end of the Cure Period. If the Company cures Employers cure the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) the relocation of the Company’s offices such that the Executive’s daily commute is increased by at least fifty (50) miles each way without the written consent of the Executive; (ii) material reduction of the Executive’s Base Salary annual base salary without the Executive’s prior consent of the Executive (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation annual base salary of the Company’s management more than fifty percent (50%) of its employees); or (iiiii) material diminution in the Executive’s responsibilities, authority, or duties, authority or responsibilities without the prior consent of the Executive, other than changes in duties, authority or responsibilities resulting from the Executive’s prior consentmisconduct; (iii) unless provided, however, that any reduction in duties, authority or responsibilities or reduction in the level of management to which the Executive and reports resulting solely from a Change in Control which results in the Company mutually agree the remote work location for the Executive, relocation being acquired by and made a part of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consent; or a larger entity shall not constitute Good Reason (iv) any material breach by the Company or any successor thereto of this Agreementeach a “Good Reason Condition”). “Good Reason Process” shall mean that (iA) the Executive has reasonably determined determines in good faith that a “Good Reason” condition Reason Condition has occurred; (iiB) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition Condition within 90 sixty (60) days of the first occurrence of such conditionGood Reason Condition; (iiiC) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 thirty (30) days following such notice (the “Cure Period”), to remedy the condition; (ivD) notwithstanding such efforts, the Good Reason condition Condition continues to exist; and (vE) the Executive terminates his employment within 30 sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason condition Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following eventsevents without the Executive’s express written consent: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, or duties, without authority and function; (ii) a material reduction in the Executive’s prior consentBase Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) unless a material change of more than 30 miles in the geographic location at which the Executive and must provide services to the Company mutually agree (not including any remote working arrangement, or the cessation of any remote work location for working arrangement, related to the ExecutiveCOVID-19 pandemic, relocation of the Company’s offices more than 100 miles away from the current location without and not including travel on Company business to an extent substantially consistent with the Executive’s prior consentusual business travel obligations); or (iv) any the material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive, if any, or any successor thereto other material agreement between the Executive and the Company, if any, concerning the terms and conditions of this Agreementthe Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), ) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his the Executive’s employment hereunder at any time for any reason, including for but not limited to, Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following eventsevents without the Executive’s consent: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, without ; (ii) a material diminution from the then-current levels of the Executive’s prior consentBase Salary or Target Annual Cash Incentive Compensation, except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all senior management employees of the Company; (iii) unless a change in the geographic location at which the Executive and provides services to the Company mutually agree to a location that is more than fifty (50) miles from where Executive provides services to the remote work location Company on the Effective Date (which for the Executive, relocation avoidance of doubt does not include a change of location if the Company’s offices more than 100 miles away from Executive telecommutes and voluntarily relocates or decides to start commuting into the current location without the Executive’s prior consentoffice); or (iv) any the material breach of this Agreement by the Company or any successor thereto of this AgreementCompany. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 days of after such condition is known to the first occurrence of such conditionExecutive; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist, or while cured temporarily, recurs; and (v) the Executive terminates his the Executive’s employment within 30 days twelve (12) months after the end of the Cure Perioda Good Reason condition exists. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurredoccurred solely for that occurrence of that condition and shall not preclude any other future occurrences of any condition from constituting “Good Reason”.

Termination by the Executive. The Executive may terminate his the Executive’s employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilitiesBase Salary and annual incentive opportunities, authority, except for across-the-board salary or duties, without annual incentive reductions not to exceed 10% in the aggregate based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (ii) a material reduction of the Executive’s prior consentauthority, duties, position, title, reporting lines or responsibilities, provided that a reduction in authority, duties, position, title, reporting lines or responsibilities resulting solely by virtue of the Company being acquired and made part of a larger entity whether as a subsidiary, business unit or otherwise will not constitute “Good Reason”; (iii) unless a change in the geographic location at which the Executive and provides services to the Company mutually agree the remote work location for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without which increases the Executive’s prior consentone-way commuting distance more than 35 miles; or (iv) any the material breach by the Company of this Agreement or any successor thereto of this Agreementother material agreement between the parties (each a “Good Reason Condition”). “Good Reason Process” shall mean that (iA) the Executive has reasonably determined determines in good faith that a “Good Reason” condition Reason Condition has occurred; (iiB) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition Condition within 90 30 days of the first occurrence of such conditionGood Reason Condition; (iiiC) the Executive has cooperated in good faith with Company fails to remedy the Companycondition during the 30-day period following the Executive’s efforts, for written notice of a period not less than 30 days following such notice Good Reason Condition (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (vD) the Executive terminates his the Executive’s employment within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his their employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following eventsevents without the Executive’s express written consent: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, or duties, without authority and function; (ii) a material reduction in the Executive’s prior consentBase Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) unless a material change of more than 30 miles in the geographic location at which the Executive and must provide services to the Company mutually agree the remote work location (except for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without required travel on Company business to an extent substantially consistent with the Executive’s prior consentusual business travel obligations); or (iv) any the material breach by the Company of the Company’s agreements or equity incentive plan covering the Option or RSUs granted to the Executive in connection with their hire or any successor thereto other material agreement between the Executive and the Company, if any, concerning the terms and conditions of this Agreementthe Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), ) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his their employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, without duties provided changes to the Executive’s responsibilities, authority or duties prior consentto a Change in Control that are made in the good faith discretion of the Company’s CEO as part of the Company’s evolving business needs and strategy shall not be a Good Reason occurrence; (ii) a material diminution in the Executive’s Base Salary except for across-the-board salary reductions based on the Company’s or Parent’s financial performance similarly affecting all or substantially all senior management employees of the Company or Parent; (iii) unless a material change in the geographic location at which the Executive and provides services to the Company mutually agree the remote work such that there is an increase of at least thirty (30) miles of driving distance to such location for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consentprincipal residence as of such change; or (iv) any the material breach of this Agreement by the Company or any successor thereto of this AgreementCompany. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 180 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The At any time during the Term, the Executive may terminate his the Executive’s employment hereunder at any time for any or no reason, including for including, but not limited to, Good Reason. If the Executive provides notice to the Company under Section 1 that the Executive elects to discontinue the extensions, such action shall be deemed a voluntary termination by the Executive and one without Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the without Executive’s Base Salary without the Executive’s prior consent (other than in connection withconsent, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties; (ii) except for a diminution that is part of a broader set of salary reductions applicable to the Company’s other senior executives, without Executive’s consent, a material diminution in the Executive’s prior consentBase Salary; (iii) unless without Executive’s consent, a material change in the geographic location at which the Executive and the Company mutually agree the remote work location for the Executive, relocation of provides services to the Company’s offices more than 100 miles away from the current location without the Executive’s prior consent; or (iv) any the material breach of this Agreement by the Company or any successor thereto of this AgreementCompany. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” Reason condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iii) the Executive has cooperated in good faith provides Company with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), ) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his the Executive’s employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, then Good Reason shall be deemed not to have occurred, and Executive shall be deemed to not have terminated the Executive’s employment in connection therewith.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, without ; (ii) a material diminution in the Executive’s prior consentBase Salary for any reason other than in connection with the termination of the Executive’s employment hereunder; (iii) unless the Executive and the Company mutually agree the remote work is required to be based in any specific location for the Executive, relocation of the Company’s offices more than 100 50 miles away from the current location without the Executive’s prior consent; ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, South Burlington, Vermont or (iv) any the material breach of this Agreement by the Company or any successor thereto of this AgreementBank. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company Bank in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the CompanyBank’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 60 days after the end of the Cure Period. If the Company Bank cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his the Executive’s employment hereunder at any time for any reason, including for but not limited to, Good Reason. For purposes of this offer letterAgreement, (1) at any time on or prior to January 29, 2019, “Good Reason” shall mean the Executive’s providing Notice of Termination (as defined in Section 3(f)) of the Executive’s employment with the Company for any reason, provided that the Executive has complied not been offered the position of chief executive officer of another Flagship portfolio company, and (2) at any time following January 29, 2019, “Good Reason” shall mean termination of the Executive’s employment with the “Good Reason Process” Company (hereinafter definedor any of its subsidiaries) following in accordance with the next sentence after the occurrence of any one or more of the following eventsevents without the Executive’s prior written consent: (i) a material reduction of in the Executive’s authority, duties, or responsibilities; (ii) a material reduction in the Executive’s Base Salary without and/or target annual cash incentive compensation opportunity as in effect immediately prior to such reduction, except for across-the-board reductions based on the ExecutiveCompany’s prior consent (other than in connection with, and financial performance similarly affecting all or substantially proportionate to, reductions by the Company of the compensation all senior management employees of the Company’s management employees); (ii) material diminution in the Executive’s responsibilities, authority, or duties, without the Executive’s prior consent; (iii) unless the Executive and the Company mutually agree the remote work location for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consent; or (iviii) any material breach by the Company or a subsidiary of the Company of any successor thereto material provision of this Agreement. “In order for termination of the Executive’s employment to be for Good Reason Process” shall mean that Reason, (iw) the Executive has reasonably determined in good faith that a must provide the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” condition has occurred; within 60 days of the initial existence of the grounds for “Good Reason,” (iix) the Executive has notified the Company in writing of the first occurrence of the Good Reason condition within 90 days of the first occurrence of such condition; (iii) the Executive has cooperated must cooperate in good faith with the Company’s efforts, for a cure period not less than of 30 days following such the date of written notice (the “Cure Period”), to remedy the condition; grounds for “Good Reason,” (ivy) notwithstanding such effortsgrounds must not have been cured during the Cure Period, the Good Reason condition continues to exist; and (vz) the Executive terminates his must terminate the Executive’s employment within 30 60 days after the end of following the Cure Period. If the Company cures the grounds for “Good Reason condition Reason” during the Cure Period, “Good Reason Reason” shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the diminution in Executive’s Base Salary without the Executive’s prior consent (other than in connection with, title and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) any material diminution in the Executive’s responsibilities, authority, authority or duties, without ; (ii) any diminution in the Executive’s prior consentBase Salary except that a diminution up to 20% shall be permitted where that diminution is part of an across-the-board salary reduction based on the Company’s financial performance with the same percentage diminution to all or substantially all senior management employees of the Company; (iii) unless a material change in the geographic location at which the Executive and provides services to the Company mutually agree the remote work location for the Company, which change shall occur if Executive, relocation of ’s office changes at the Company’s offices direction to a location more than 100 40 miles away from the current location without his main residence address (provided that a change in the Executive’s prior consentresidence shall not trigger Good Reason); or (iv) any the material breach of this Agreement by the Company or any successor thereto of this AgreementCompany. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the any act or omission it believes constitutes Good Reason condition for termination, including stating the reasons for such belief, which notice shall occur within 90 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s effortsfaith, for a period not less than of 30 days following such notice (the “Cure Period”), with the Company’s efforts to remedy respond to the conditionnotice, including providing the opportunity for the company to respond to him; (iv) notwithstanding such efforts, Executive is unable to demonstrate that the basis for such Cause has been reasonably cured or refuted or explained so that there is no such basis; (iv) Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his her employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, without ; (ii) a material diminution in the Executive’s prior consentBase Salary for any reason other than in connection with the termination of the Executive’s employment hereunder; (iii) unless the Executive and the Company mutually agree the remote work is required to be based in any specific location for the Executive, relocation of the Company’s offices more than 100 50 miles away from the current location without the Executive’s prior consent; ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, South Burlington, Vermont or (iv) any the material breach of this Agreement by the Company or any successor thereto of this AgreementBank. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company Bank in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the CompanyBank’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his her employment within 30 60 days after the end of the Cure Period. If the Company Bank cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties; or (ii) the material breach of this Agreement by the Company (each a “Good Reason Condition”). Notwithstanding the foregoing, without a suspension of the Executive’s prior consent; (iii) unless the Executive and responsibilities, authority and/or duties for the Company mutually agree the remote work location for the Executive, relocation during any portion of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consent; a bona fide internal investigation or (iv) any material breach an investigation by the Company regulatory or any successor thereto of this Agreement. “law enforcement authorities shall not be a Good Reason Process” Condition. Good Reason Process shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition Reason Condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition Condition within 90 60 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 20 days following such notice (the “Cure Period”), to remedy the conditionGood Reason Condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of a diminution in the Executive’s Base Salary without base salary, except for across-the-board salary reductions based on the ExecutiveCompany’s prior consent (other than in connection with, and financial performance similarly affecting all or substantially proportionate to, reductions by the Company of the compensation all senior management employees of the Company’s management employees); , (ii) a material diminution in the Executive’s authority, duties, or responsibilities, authority, or duties, without the including Executive’s prior consent; reporting directly to the Board, (iii) unless a material change in the geographic location where the Executive and the Company mutually agree the remote work location is required to perform services for the ExecutiveCompany, relocation of from the Company’s offices more than 100 miles away from at which he was principally employed except for required travel on the current location without the ExecutiveCompany’s prior consent; business to an extent substantially consistent with his or her present business travel obligations, and (iv) any other action or inaction that constitutes a material breach by the Company or any successor thereto of this Agreement. “Good Reason Process” shall mean that (iA) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (iiB) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 days of the first occurrence of such condition; (iiiC) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; and (ivD) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. If the Company does not cure the Good Reason condition during the Cure Period, then termination for Good Reason shall deemed to have occurred on the 31st day after the Company received notice from the Executive pursuant to clause (B).

Termination by the Executive. The Executive may terminate his the Executive’s employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilitiesBase Salary and annual incentive opportunities, authority, except for across-the-board salary or duties, without annual incentive reductions not to exceed 10% in the aggregate based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (ii) a material reduction of the Executive’s prior consentauthority, duties, position, title, reporting lines or responsibilities, provided that a reduction in authority, duties, position, title, reporting lines or responsibilities resulting solely by virtue of the Parent or the Company being acquired and made part of a larger entity whether as a subsidiary, business unit or otherwise will not constitute “Good Reason”; (iii) unless a change in the geographic location at which the Executive and provides services to the Company mutually agree the remote work location for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without which increases the Executive’s prior consentone-way commuting distance more than 35 miles; or (iv) any the material breach by the Company of this Agreement or any successor thereto of this Agreementother material agreement between the parties (each a “Good Reason Condition”). “Good Reason Process” shall mean that (iA) the Executive has reasonably determined determines in good faith that a “Good Reason” condition Reason Condition has occurred; (iiB) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition Condition within 90 30 days of the first occurrence of such conditionGood Reason Condition; (iiiC) the Executive has cooperated in good faith with Company fails to remedy the Companycondition during the 30-day period following the Executive’s efforts, for written notice of a period not less than 30 days following such notice Good Reason Condition (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (vD) the Executive terminates his the Executive’s employment within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his his/her employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, without including a change in reporting relationship; (ii) a material diminution in the Executive’s prior consentBase Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) unless a change in the geographic location at which the Executive and provides services to the Company mutually agree the remote work location for the Executive, relocation of the Company’s offices more than 100 twenty (20) miles away from the current location without the Executive’s prior consentunless Executive can reasonably perform substantially all of his/her duties remotely with reasonable accommodation; or (iv) any the material breach of this Agreement or material violation of the Company’s written employment policies by the Company or any successor thereto of this AgreementCompany. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence Executive’s discovery of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his his/her employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred; provided, however, that if the same Good Reason condition occurs again within 12 months thereafter, the Executive shall be entitled to terminate his/her employment hereunder for Good Reason without having to comply with the Good Reason Process again.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “"Good Reason” " shall mean that the Executive has complied with the “"Good Reason Process” " (hereinafter defined) following the occurrence of any of the following eventsevents without Executive's consent: (i) a material reduction of in the Executive’s Base Salary without 's duties, authorities or responsibilities as in effect on the Executive’s prior consent (Effective Date or a requirement that the Executive report to anyone other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees)President or Chief Executive Officer ; (ii) material diminution a reduction in the Executive’s responsibilities, authority, 's annual base salary or duties, without the Executive’s annual bonus opportunity (other than an across-the-board reduction of not more than ten percent (10%) applicable to all senior executive officers which occurs prior consentto a Change in Control); (iii) unless a material reduction in Executive's benefits in the aggregate (other than an across-the-board reduction of benefit levels) from those provided to Executive and the Company mutually agree the remote work location for the Executive, relocation as of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consentEffective Date; or (iv) any a relocation of Executive's principal place of employment out of the city of Boston, Massachusetts, (v) a material breach of any provision of this Agreement by the Company, (vi) the failure of the Company to have a successor entity specifically assume this Agreement within ten (10) business days after a Change in Control or (vii) the insolvency of the Company or the filing (by any successor thereto party, including the Company) of this Agreementa petition for bankruptcy with respect to the Company, which petition is not dismissed within 60 days. “"Good Reason Process” " shall mean that that: (i) the Executive has reasonably determined determines in good faith that a “"Good Reason” " condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 not later than ninety (90) days of after the first initial occurrence of such condition; an event deemed to give rise to a right to terminate for Good Reason, and (iii) the Executive has cooperated in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to existexist thirty (30) days following delivery of such notice (the "Cure Period") (other than the event in clause (vii), which shall not be subject to cure or the Cure Period); and (v) the Executive terminates his employment within 30 ninety (90) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, such Good Reason condition shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following eventsevents without the Executive’s express written consent: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, or duties, without authority and function; (ii) a material reduction in the Executive’s prior consentBase Salary except pursuant to a salary reduction program affecting all senior executives of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) unless a material change in the geographic location at which the Executive and must provide services to the Company mutually agree the remote work location (except for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without required travel on Company business to an extent substantially consistent with the Executive’s prior consentusual business travel obligations); or (iv) any the material breach by the Company of the Company’s equity incentive plan or the restricted stock agreement governing the restricted stock granted to the Executive in connection with his hire (as described in the Offer Letter) or any successor thereto other material agreement between the Executive and the Company, if any, concerning the terms and conditions of this Agreementthe Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 30 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), ) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following eventsevents without the Executive’s express written consent: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, without ; (ii) a material diminution in the Executive’s prior consentBase Salary and/or Target Incentive Compensation (unless such diminution is in connection with a proportional reduction in compensation to all or substantially all of the Company’s employees); (iii) unless a material change of more than 50 miles in the geographic location at which the Executive and the Company mutually agree the remote work location for the Executive, relocation of provides services to the Company’s offices more than 100 miles away from the current location without the Executive’s prior consent; or (iv) any the material breach of this Agreement by the Company or any successor thereto of this AgreementCompany. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), Period “) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his ---------------------------- employment hereunder at any time for any reason, including for "Good Reason" by delivering to the Company (1) a Preliminary Notice of Good Reason (as defined below), and (2) not earlier than thirty (30) days from the delivery of such Preliminary Notice, a Notice of Termination. For purposes of this offer letterAgreement, “"Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) material diminution in the Executive’s responsibilities, authority, or duties, without the Executive’s prior consent; (iii) unless the Executive and the Company mutually agree the remote work location for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consent; or (iv) any material breach by the Company or any successor thereto of this Agreement. “Good Reason Process” shall mean that " means (i) the failure to continue the Executive has reasonably determined in good faith that a “Good Reason” condition has occurredas Executive Vice President and Director of Human Resources of The Limited, Inc. or such other capacity as contemplated by Section 2 hereof; (ii) the assignment to the Executive has notified of any duties materially inconsistent with the Company Executive's positions, duties, authority, responsibilities and reporting requirements as set forth in writing of the first occurrence of the Good Reason condition within 90 days of the first occurrence of such conditionSection 2 hereof; (iii) a reduction in or a material delay in payment of the Executive has cooperated Executive's total cash compensation and benefits from those required to be provided in good faith accordance with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the conditionprovisions of this Agreement; (iv) notwithstanding such effortsthe Company, the Good Reason condition continues Board or any person controlling the Company requires the Executive to exist; and be based outside of the United States, other than on travel reasonably required to carry out the Executive's obligations under the Agreement or (v) the Executive terminates his employment failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within 30 15 days after a merger, consolidation, sale or similar transaction; provided, however, that "Good -------- ------- Reason" shall not include (A) acts not taken in bad faith which are cured by the end Company in all respects not later than thirty (30) days from the date of receipt by the Company of a written notice from the Executive identifying in reasonable detail the act or acts constituting "Good Reason" (a "Preliminary Notice of Good Reason") or (B) acts taken by the Company by reason of the Cure PeriodExecutive's physical or mental infirmity which impairs the Executive's ability to substantially perform the duties under this Agreement. If the Company cures the Good Reason condition during the Cure Period, A Preliminary Notice of Good Reason shall be deemed not to have occurrednot, by itself, constitute a Notice of Termination.

Termination by the Executive. The Executive may terminate his ---------------------------- employment hereunder at any time for any reason, including for "Good Reason" by delivering to the Company (1) a Preliminary Notice of Good Reason (as defined below), and (2) not earlier than thirty (30) days from the delivery of such Preliminary Notice, a Notice of Termination. For purposes of this offer letterAgreement, “"Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) material diminution in the Executive’s responsibilities, authority, or duties, without the Executive’s prior consent; (iii) unless the Executive and the Company mutually agree the remote work location for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consent; or (iv) any material breach by the Company or any successor thereto of this Agreement. “Good Reason Process” shall mean that " means (i) the failure to continue the Executive has reasonably determined in good faith that a “Good Reason” condition has occurredas Vice Chairman and Chief Administrative Officer of The Limited, Inc. or such other capacity as contemplated by Section 2 hereof; (ii) the assignment to the Executive has notified of any duties materially inconsistent with the Company Executive's positions, duties, authority, responsibilities and reporting requirements as set forth in writing of the first occurrence of the Good Reason condition within 90 days of the first occurrence of such conditionSection 2 hereof; (iii) a reduction in or a material delay in payment of the Executive has cooperated Executive's total cash compensation and benefits from those required to be provided in good faith accordance with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the conditionprovisions of this Agreement; (iv) notwithstanding such effortsthe Company, the Good Reason condition continues Board or any person controlling the Company requires the Executive to exist; and be based outside of the United States, other than on travel reasonably required to carry out the Executive's obligations under the Agreement or (v) the Executive terminates his employment failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within 30 15 days after a merger, consolidation, sale or similar transaction; provided, however, that "Good -------- ------- Reason" shall not include (A) acts not taken in bad faith which are cured by the end Company in all respects not later than thirty (30) days from the date of receipt by the Company of a written notice from the Executive identifying in reasonable detail the act or acts constituting "Good Reason" (a "Preliminary Notice of Good Reason") or (B) acts taken by the Company by reason of the Cure PeriodExecutive's physical or mental infirmity which impairs the Executive's ability to substantially perform the duties under this Agreement. If the Company cures the Good Reason condition during the Cure Period, A Preliminary Notice of Good Reason shall be deemed not to have occurrednot, by itself, constitute a Notice of Termination.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following eventsevents without the Executive’s express written consent: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, or duties, without authority and function; (ii) a material reduction in the Executive’s prior consentBase Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) unless a material change of more than 30 miles in the geographic location at which the Executive and must provide services to the Company mutually agree the remote work location (except for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without required travel on Company business to an extent substantially consistent with the Executive’s prior consentusual business travel obligations); or (iv) any the material breach by the Company of the Company’s equity incentive plan or the stock option agreement governing the stock option granted to the Executive in connection with his hire (as described in the Prior Agreement) or any successor thereto other material agreement between the Executive and the Company, if any, concerning the terms and conditions of this Agreementthe Executive’s employment, benefits or compensation. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), ) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction the assignment to the Executive of any duties materially inconsistent in any respect with the Executive’s Base Salary without the Executive’s prior consent position (including title) or duties contemplated by Section 1(b) hereof, or any other than in connection with, and substantially proportionate to, reductions action by the Company of or the compensation of the Company’s management employees); (ii) Employer which results in a material diminution in the Executive’s responsibilities, authority, authority or duties, without ; (ii) a material diminution in the Executive’s prior consentBase Salary; (iii) unless following a Change in Control (as defined below), any diminution in the Executive’s Base Salary, (iv) a material change in the geographic location at which the Executive provides services to the Company and the Company mutually agree the remote work location for the Executive, relocation of Employer; or (v) the Company’s offices more than 100 miles away from and the current location without the ExecutiveEmployer’s prior consent; or (iv) any failure to cure a material breach of their obligations under this Agreement after written notice is delivered to the Company and the Employer by the Executive which specifically identifies the manner in which the Executive believes the Company or any successor thereto of this and the Employer have breached their obligations under the Agreement. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company Board in writing of the first occurrence of the Good Reason condition within 90 30 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s and/or the Employer’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 60 days after the end of the Cure Period. If the Company and the Employer cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, without ; (ii) a material diminution in the Executive’s prior consentBase Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) unless a change in the principal location at which the Executive and provides services to the Company mutually agree the remote work location for the Executive, relocation of the Company’s offices more than 100 50 miles away from the current location without the Executive’s prior consentor more; or (iv) any the material breach of this Agreement by the Company (each a “Good Reason Condition”). Notwithstanding the foregoing, a suspension of the Executive’s responsibilities, authority and/or duties for the Company during any portion of a bona fide internal investigation or any successor thereto of this Agreementan investigation by regulatory or law enforcement authorities shall not be a Good Reason Condition. “Good Reason Process” shall mean that (iI) the Executive has reasonably determined determines in good faith that a “Good Reason” condition Reason Condition has occurred; (iiII) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition Condition within 90 60 days of the first occurrence of such condition; (iiiIII) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the conditionGood Reason Condition; (ivIV) notwithstanding such efforts, the Good Reason condition Condition continues to exist; and (vV) the Executive terminates his employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his the Executive’s employment hereunder at any time for any reason, including for Good Reason. For purposes of this offer letter, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) material diminution in the Executive’s responsibilities, authority, or duties, without the Executive’s prior consent; (iii) unless the Executive and the Company mutually agree the remote work location for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consent; or (iv) any material breach by the Company or any successor thereto of this Agreement. “Good Reason Process” shall mean that (i) the Executive has reasonably determined in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified the Company in writing of the first occurrence of the Good Reason condition within 90 days of the first occurrence of such condition; (iii) the Executive has cooperated in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his her employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction the assignment to the Executive of any duties materially inconsistent in any respect with the Executive’s Base Salary without the Executive’s prior consent position (including title) or duties contemplated by Section 1(b) hereof, or any other than in connection with, and substantially proportionate to, reductions action by the Company of or the compensation of the Company’s management employees); (ii) Employer which results in a material diminution in the Executive’s responsibilities, authority, authority or duties, without ; (ii) a material diminution in the Executive’s prior consentBase Salary; (iii) unless following a Change in Control (as defined below), any diminution in the Executive’s Base Salary, (iv) a material change in the geographic location at which the Executive provides services to the Company and the Company mutually agree the remote work location for the Executive, relocation of Employer; or (v) the Company’s offices more than 100 miles away from and the current location without the ExecutiveEmployer’s prior consent; or (iv) any failure to cure a material breach of their obligations under this Agreement after written notice is delivered to the Company and the Employer by the Executive which specifically identifies the manner in which the Executive believes the Company or any successor thereto of this and the Employer have breached their obligations under the Agreement. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company Board in writing of the first occurrence of the Good Reason condition within 90 30 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s and/or the Employer’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his her employment within 30 60 days after the end of the Cure Period. If the Company and the Employer cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason, subject to the advance notice requirements in Section 3(g) and, if applicable, the Good Reason Process described herein. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: events (each a “Good Reason Condition”): (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, without ; (ii) a material diminution in the Executive’s prior consentBase Salary, Minimum Bonus, Target Annual Bonus, and/or Target Grant; (iii) unless a material change in the geographic location at which the Executive and provides services to the Company mutually agree (including, without limitation, requiring the remote work location for the Executive, relocation of Executive to relocate to the Company’s Minnesota offices more than 100 miles away from or other successor location where the current location without the Executive’s prior consentCompany may hereafter maintain it offices); or (iv) any the material breach of this Agreement by the Company Company. For the avoidance of doubt, the Company’s hiring of a new Chief Executive Officer, whether with or any successor thereto without the Executive’s participation, cooperation or consent, shall constitute a Good Reason Condition (which shall be deemed to occur on the first day of this Agreementsuch new Chief Executive Officer’s employment). “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition Condition within 90 days of the first occurrence of such conditionGood Reason Condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than of 30 days following such notice (the “Cure Period”), to remedy the conditionGood Reason Condition; (iv) notwithstanding such efforts, the Good Reason condition Condition continues to exist; and (v) the Executive terminates his employment within 30 90 days after the end of the Cure Period. If the Company cures the Good Reason condition Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authorityauthority or duties; (ii) the Executive is not elected to, or dutiesis removed, without from the Company’s Board; (Hi) the Executive is made to report to anyone other than the Board; (iv) a material diminution in the Executive’s prior consentBase Salary; (iiiv) unless a requirement by the Company that the Executive and relocate without his consent, or the failure of the Company mutually agree to establish the remote work location for the ExecutiveCompany’s corporate headquarters in Massachusetts within three (3) months of a Triggering Event, as defined in Section 4, or thereafter, a relocation of the Company’s offices more than 100 miles away from the current location corporate headquarters outside of Massachusetts, without the Executive’s prior consent; or (iv) any vi)the material breach of a material provision of this Agreement by the Company or any successor thereto of this AgreementCompany. “Good Reason Process” shall mean that (i) the i)the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 30 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 days after the end of the me Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction a demotion or any material diminution of the Executive’s Base Salary without position, authority, duties or responsibilities and which shall include (but not be limited to) the Executive having a position, authority, duties or responsibilities after a Change in Control with respect to a division or line of business, rather than a substantially comparable position, authority, duties or responsibilities with respect to the Company’s successor or acquirer, (ii) a requirement that the Executive report to work more than 30 miles from the Company’s existing headquarters (not including normal business travel required of the Executive’s prior consent (other than in connection with, position and which is substantially proportionate to, reductions by comparable to the Company business travel historically required of the compensation of the Company’s management employeesExecutive); (iiiii) a material diminution reduction in the Executive’s responsibilitiesBase Salary, authoritybonus opportunity or benefits, except for an across-the-board reduction affecting all or duties, without the Executive’s prior consent; (iii) unless the Executive and substantially all senior executives of the Company mutually agree the remote work location for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consentand which is implemented before a Change in Control occurs; or (iv) any the material breach of this Agreement by the Company or any successor thereto of this AgreementCompany. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 30 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period of not less than 30 days following such notice (the “Cure Period”), ) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following eventsevents without the Executive’s express consent: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, without provided that any organizational change that results only in a change in the Executive’s reporting structure prior consentto a Change in Control shall not constitute a material diminution in the Executive’s responsibilities, authority or duties; (ii) a material diminution in the Executive’s Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) unless a material change in the geographic location at which the Executive and the Company mutually agree the remote work location for the Executive, relocation of provides services to the Company’s offices more than 100 miles away from the current location without the Executive’s prior consent; or (iv) any the material breach of this Agreement by the Company or any successor thereto of this AgreementCompany. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to his authorized representative or estate) (i) any Base Salary earned through the Date of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement) and unused vacation that accrued through the Date of Termination on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination; and (ii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Obligations”).

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authorityauthority or duties or reporting relationship, or duties, without which in the case of a Change in Control (as defined in Section 5) shall include the failure of the acquiring company to appoint Executive as the CFO of the senior most entity in the affiliated group in which the acquiring company is then a member; (ii) a material diminution in the Executive’s prior consentBase Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) unless a material change in the geographic location at which the Executive and the Company mutually agree the remote work location for the Executive, relocation of provides services to the Company’s offices more than 100 miles away from the current location without the Executive’s prior consent; or (iv) any a material breach of this Agreement by the Company or any successor thereto of this AgreementCompany. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, ; (ii) a material diminution in the Executive’s Base Salary; (iii) a material change without the Executive’s prior consent; (iii) unless the Executive and the Company mutually agree the remote work location for the Executive, relocation consent of the Company’s offices more than 100 miles away from the current principal location without of the Executive’s prior consent; offices provided that such consent may not be unreasonably withheld, or (iv) any the material breach of a material provision of this Agreement by the Company or any successor thereto of this AgreementCompany. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 30 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” Process (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, without including a change in the Executive’s reporting obligation from the Board to another employee of the Company; (ii) the Executive is (A) not nominated by the Company as a director of the Board at the expiration of any applicable Board term prior consentto a Change of Control or (B) is not designated as the sole CEO of the Company or any combined company following a Change in Control as defined in Section 5; (iii) unless the Executive and the Company mutually agree the remote work location for a diminution in the Executive, relocation of ’s Base Salary except for across-the-board salary reductions based on the Company’s offices more than 100 miles away from financial performance similarly affecting all or substantially all senior management employees of the current Company not exceeding 15%; (iv) a material change in the principal geographic location without at which the Executive’s prior consentExecutive is required to provide services to the Company; or (ivv) any the material breach of this Agreement by the Company or any successor thereto of this AgreementCompany. “Good Reason Process” shall mean that (iA) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (iiB) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of obtaining knowledge of the first occurrence of such condition; (iiiC) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (ivD) notwithstanding such efforts, the Good Reason condition continues to exist; and (vE) the Executive terminates his employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following eventsevents without the Executive’s express written consent: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authorityauthority and function, or duties, without an adverse change to the Executive’s prior consentjob title as Chief Executive Officer, or a change in the Executive’s reporting relationship that results in the Executive no longer reporting directly to the Board; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) unless a material change in the geographic location at which the Executive must regularly report to work and provide services to the Company mutually agree the remote work location (except for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consentrequired travel on Company business); or (iv) any the material breach by the Company or any successor thereto of this Agreement, the Company’s equity incentive plan, the agreements governing any stock-based awards made to the Executive or any other material agreement between the Executive and the Company, if any, concerning the terms and conditions of the Executive’s employment, benefits or compensation; or (v) the Executive’s removal from or failure to be elected to the Board. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), ) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following eventsevents without the Executive’s express written consent: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authorityauthority and function, or duties, without an adverse change to the Executive’s prior consentjob title as President and Chief Executive Officer, or a change in the Executive’s reporting relationship that results in the Executive no longer reporting directly to the Board; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) unless a material change in the geographic location at which the Executive must regularly report to work and provide services to the Company mutually agree the remote work location (except for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consentrequired travel on Company business); or (iv) any the material breach by the Company or any successor thereto of this Agreement. “Good Reason Process” shall mean that (iA) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (iiB) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iiiC) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), ) to remedy the condition; (ivD) notwithstanding such efforts, the Good Reason condition continues to exist; and (vE) the Executive terminates his employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his the Executive’s employment hereunder at any time for any reason, including for but not limited to, Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean means that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties; (ii) a material breach by the Company of any agreement between the Executive and the Company; (iii) the Executive’s permanent relocation, without the Executive’s prior consent; (iii) unless the Executive and , by the Company mutually agree the remote to a work location for the Executive, relocation of the Company’s offices more than 100 25 miles away from the current location without the Executive’s prior consentthen-current work location (provided, however, if the Executive (A) resides within 50 miles of a Company office and (B) is working remotely (on a full time or partial time basis), the Company may require the Executive to work in-person in such office on a full-time or part-time basis and such requirement shall not constitute a Good Reason); or (iv) any a material breach by reduction in the Company or any successor thereto Executive’s base salary. For purposes of this Agreement. , “Good Reason Process” shall mean means that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than of up to thirty 30 days following such notice (the “Cure Period”), to remedy the condition; and (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 days after the end of exist following the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, without duties provided changes to the Executive’s responsibilities, authority or duties prior consentto a Change in Control that are made in the good faith discretion of the Board as part of the Company’s evolving business needs and strategy shall not be a Good Reason occurrence; (ii) a material diminution in the Executive’s Base Salary except for across-the-board salary reductions based on the Company’s or Parent’s financial performance similarly affecting all or substantially all senior management employees of the Company or Parent; (iii) unless a material change in the geographic location at which the Executive and provides services to the Company mutually agree the remote work such that there is an increase of at least thirty (30) miles of driving distance to such location for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consentprincipal residence as of such change; or (iv) any the material breach of this Agreement by the Company or any successor thereto of this AgreementCompany. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 180 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for Good Rea­son or without Good Reason. For purposes of this offer letter, “Good Reason” shall mean will exist in the event that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) material diminution in the Executive’s responsibilities, authority, or duties, without the Executive’s prior written consent: (i) institutes a material adverse change in the Executive’s title or in the duties assigned to the Executive, which will include, without limitation, that the Board fails to elect him as Chairman of the Board; (ii) requires the Executive to relocate his principal residence to a location other than the Twin Cities metropolitan area, except in connection with the move of the Company’s headquarters; (iii) unless reduces the Executive and the Company mutually agree the remote work location for the Executive, relocation total amount of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consentannual target cash compensation (i.e., the Annual Base Salary plus the annual MIP Target Incentive) for any fiscal year; or (iv) any material breach by substantially fails to comply with the Company provisions of Section 3; provided, that an unintentional failure to comply or any successor thereto of this Agreementa failure to comply that results from administrative oversight shall not give rise to Good Reason, if such failure is promptly corrected. “The Executive shall have Good Reason Process” shall mean that to terminate his employment if (i) within forty-five (45) days following the Executive’s actual knowledge of the event which the Executive has reasonably determined in good faith that a “determines consti­tutes Good Reason” condition has occurred; (ii) the Executive has notified , he notifies the Company in writing of the first occurrence of the that he has determined a Good Reason condition within 90 days of exists and specifies the first occurrence event creating Good Reason, and (ii) fol­lowing receipt of such condition; notice, the Company fails to remedy such event within forty-five (iii45) days. If either condition is not met, the Executive has cooperated in good faith with the Company’s efforts, for shall not have a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates terminate his employment within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurredemployment.

Termination by the Executive. The Executive may terminate his her employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authorityauthority or duties or reporting relationship, or duties, without which in the case of a Change in Control (as defined in Section 5) shall include the failure of the acquiring company to appoint Executive as the CFO of the senior most entity in the affiliated group in which the acquiring company is then a member; (ii) a material diminution in the Executive’s prior consentBase Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) unless a material change in the geographic location at which the Executive and the Company mutually agree the remote work location for the Executive, relocation of provides services to the Company’s offices more than 100 miles away from the current location without the Executive’s prior consent; or (iv) any a material breach of this Agreement by the Company or any successor thereto of this AgreementCompany. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his her employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to, Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, without including (A) a transition to the position of Chief Executive Officer of a division or subsidiary of the Company or successor entity or (B) continued employment as Chief Executive Officer should the Company cease being a publicly held corporation; (ii) a material diminution in the Executive’s prior consentBase Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) unless a material change in the geographic location at which the Executive and the Company mutually agree the remote work location for the Executive, relocation of provides services to the Company’s offices more than 100 miles away from the current location without the Executive’s prior consent; or (iv) any the material breach of this Agreement by the Company or any successor thereto of this AgreementCompany. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following eventsevents without the Executive’s express written consent: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authorityauthority and function, or duties, without an adverse change to the Executive’s prior consentjob title as Senior Vice President – Program Management, or a change in the Executive’s reporting relationship that results in the Executive no longer reporting directly to the CEO; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) unless a material change in the geographic location at which the Executive must regularly report to work and provide services to the Company mutually agree the remote work location (except for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consentrequired travel on Company business); or (iv) any the material breach by the Company or any successor thereto of this Agreement. “Good Reason Process” shall mean that (iA) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (iiB) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iiiC) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), ) to remedy the condition; (ivD) notwithstanding such efforts, the Good Reason condition continues to exist; and (vE) the Executive terminates his employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following eventsevents without the Executive’s express written consent: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authorityauthority and function, or duties, without an adverse change to the Executive’s prior consentjob title as Vice President – Clinical Development, or a change in the Executive’s reporting relationship that results in the Executive no longer reporting directly to the CEO; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) unless a material change in the geographic location at which the Executive must regularly report to work and provide services to the Company mutually agree the remote work location (except for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consentrequired travel on Company business); or (iv) any the material breach by the Company or any successor thereto of this Agreement. “Good Reason Process” shall mean that (iA) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (iiB) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iiiC) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), ) to remedy the condition; (ivD) notwithstanding such efforts, the Good Reason condition continues to exist; and (vE) the Executive terminates his employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his her employment hereunder at any time for any reason, including for but not limited to, Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, without including (A) a transition to the position of Chief Legal Officer of a division or subsidiary of the Company or successor entity or (B) continued employment as Chief Legal Officer should the Company cease being a publicly held corporation; (ii) a material diminution in the Executive’s prior consentBase Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) unless a material change in the geographic location at which the Executive and the Company mutually agree the remote work location for the Executive, relocation of provides services to the Company’s offices more than 100 miles away from the current location without the Executive’s prior consent; or (iv) any the material breach of this Agreement by the Company or any successor thereto of this AgreementCompany. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his her employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his her employment hereunder at any time for any reason, including for Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, without duties provided changes to the Executive’s responsibilities, authority or duties prior consentto a Change in Control that are made in the good faith discretion of the Company’s CEO as part of the Company’s evolving business needs and strategy shall not be a Good Reason occurrence; (ii) a material diminution in the Executive’s Base Salary except for across-the-board salary reductions based on the Company’s or Parent’s financial performance similarly affecting all or substantially all senior management employees of the Company or Parent; (iii) unless a material change in the geographic location at which the Executive and provides services to the Company mutually agree the remote work such that there is an increase of at least thirty (30) miles of driving distance to such location for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consentprincipal residence as of such change; or (iv) any the material breach of this Agreement by the Company or any successor thereto of this AgreementCompany. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his her employment within 30 180 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his her employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material breach of this Agreement by the Employers, (ii) a diminution of, or reduction of or adverse alteration of, the Executive’s Base Salary duties or responsibilities, or the Employers’ assignment of duties, responsibilities or reporting requirements that are inconsistent with her position or that materially expand her duties, responsibilities or reporting requirements without the Executive’s prior consent consent, (other than in connection with, and substantially proportionate to, reductions iii) any requirement by the Company Employers that the Executive relocate to a principal place of business more than 35 miles from the physical location of the compensation principal office work location of the Company’s management employees); Executive on the Commencement Date, or (iiiv) material diminution a reduction in the Executive’s responsibilities, authority, or duties, without the Executive’s prior consent; (iii) unless the Executive and the Company mutually agree the remote work location for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consent; or (iv) any material breach by the Company or any successor thereto of this Agreementbase salary. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company Employers in writing of the first occurrence of the Good Reason condition within 90 days of when the Executive has actual knowledge of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s Employers’ efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his her employment within 30 days after the end of the Cure Period. If the Company cures Employers cure the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to, Good Reason. For purposes of this offer letterAgreement, “Good Reason” Reason shall mean that the Executive has complied with completed all steps of the “Good Reason Process” Process (hereinafter defined) following the occurrence of any of the following events: events without the Executive s consent (each, a Good Reason Condition ): (i) reduction of a material diminution in the Executive’s Base Salary without the Executive’s prior consent (other than in connection withExecutive s responsibilities, and substantially proportionate toauthority, reductions by the Company of the compensation of the Company’s management employees)duties, title or reporting line; (ii) a material diminution in the Executive’s responsibilities, authority, Executive s Base Salary except for across-the-board salary reductions based on the Company s financial performance similarly affecting all or duties, without substantially all senior management employees of the Executive’s prior consentCompany; (iii) unless a material change in the geographic location at which the Executive and the Company mutually agree the remote work location for the Executive, relocation of provides services to the Company’s offices more than 100 , such that there is an increase of at least thirty (30) miles away of driving distance to such location from the current location without the Executive’s prior consentExecutive s principal residence as of such change; or (iv) any a material breach of this Agreement by the Company or any successor thereto of this AgreementCompany. “The Good Reason Process” shall mean that Process consists of the following steps: (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition Reason Condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition Condition within 90 180 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s Company s efforts, for a period of not less than 30 days following such notice (the “Good Reason Cure Period”Period ), to remedy the conditionGood Reason Condition; (iv) notwithstanding such efforts, the Good Reason condition Condition continues to exist; and (v) the Executive terminates his employment within 30 60 days after the end of the Good Reason Cure Period. If the Company cures the Good Reason condition Condition during the Good Reason Cure Period, Good Reason shall be deemed not to have occurred.. If the Executive s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to the Executive s authori ed representative or estate) (i) any Base Salary plus any accrued but unused vacation time (subject to and in accordance with applicable Company policy as in effect from time to time) earned through the Date of Termination; (ii) unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement); and (iii) any vested benefits the Executive may have under any

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to, Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, without ; (ii) a material diminution in the Executive’s prior consentbase salary; (iii) unless a material change in the geographic location at which the Executive and the Company mutually agree the remote work location for the Executive, relocation of provides services to the Company’s offices more than 100 miles away from the current location without the Executive’s prior consent; or (iv) any the material breach of this Agreement by the Company or any successor thereto of this AgreementCompany. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to his authorized representative or estate) (i) any Base Salary earned through the Date of Termination; (ii) unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement); and (iii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Obligations”).

Termination by the Executive. The Executive may terminate his her employment hereunder at any time for any reason, including for but not limited to, Good Reason; provided that Good Reason is only applicable within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, without ; (ii) a material diminution in the Executive’s prior consentBase Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) unless a material change in the geographic location at which the Executive and the Company mutually agree the remote work location for the Executive, relocation of provides services to the Company’s offices more than 100 miles away from the current location without the Executive’s prior consent; or (iv) any the material breach of this Agreement by the Company or any successor thereto of this AgreementCompany. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his her employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to her authorized representative or estate) (i) any Base Salary earned through the Date of Termination; (ii) unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement); and (iii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Obligations”).

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following eventsevents without the Executive’s express written consent: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authorityauthority and function, or duties, without an adverse change to the Executive’s prior consentjob title as Senior Vice President and Chief Financial Officer, or a change in the Executive’s reporting relationship that results in the Executive no longer reporting directly to the CEO; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) unless a material change in the geographic location at which the Executive must regularly report to work and provide services to the Company mutually agree the remote work location (except for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consentrequired travel on Company business); or (iv) any the material breach by the Company or any successor thereto of this Agreement. “Good Reason Process” shall mean that (iA) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (iiB) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iiiC) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), ) to remedy the condition; (ivD) notwithstanding such efforts, the Good Reason condition continues to exist; and (vE) the Executive terminates his employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his the Executive’s employment hereunder at any time for any reason, including for but not limited to, Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” Process (hereinafter definedas defined below) following the occurrence of any of the following events: (i) reduction of a diminution in the Executive’s Base Salary without the Executive’s prior consent (other than in connection withtitle, and substantially proportionate toresponsibilities, reductions by the Company of the compensation of the Company’s management employees)authority or duties; (ii) a change in the Executive reporting directly and solely to the Board or a change that results in not all employees reporting directly or indirectly to the Executive as provided in Section 1; (iii) a material diminution in the Executive’s responsibilities, authority, or duties, without the Executive’s prior consent; (iii) unless the Executive and the Company mutually agree the remote work location Base Salary except for the Executive, relocation of across-the-board salary reductions based on the Company’s offices more than 100 miles away from financial performance similarly affecting all or substantially all senior management employees of the current location without Company not exceeding 10%; (iv) the Executive’s prior consentmaterial breach of this Agreement by the Company, including the failure of the Company to issue the Initial RSUs or Initial PSUs within 30 days of the Effective Date; or (ivv) any material breach the failure of the Company to nominate the Executive for reelection to the Board or the failure of the Executive to be elected to the Board by the Company or any successor thereto of this AgreementCompany’s stockholders. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of becoming aware of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his the Executive’s employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate this Agreement and his employment hereunder at by the Company: (i) At any time and for any reason, including for other than reasons set forth in Section 7(a)(ii), sixty (60) days after written notice of the Executive's resignation is received by the Company (“Voluntary Resignation”); or (ii) For “Good Reason. For purposes of this offer letter, .” “Good Reason” shall mean that be deemed to exist upon (a) the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) Company’s reduction of the Executive’s Base Salary without annual base compensation payable to the Executive’s prior consent Executive (other than in connection with, and substantially proportionate to, reductions by either the Company of current base compensation or the compensation of the Company’s management employeesset forth in this Agreement, whichever is greater); (iib) the relocation of the place of business at which the Executive is principally located to a location that is outside of the greater Los Angeles, California area; (c) the failure of the Company to comply with a material diminution term of this Agreement; or (d) significant reduction in the Executive’s duties or responsibilities, authorityinconsistent in any material respect with his current position (provided that removal of the Executive following a Change of Control as the Senior Vice President of Content so long as he serves in a similar role at any continuing IZEA (or Ebyline) subsidiary, division or duties, without group of the surviving company shall not constitute a significant reduction in the Executive’s prior consent; (iii) unless the Executive and the Company mutually agree the remote work location for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consent; duties or (iv) any material breach by the Company or any successor thereto of responsibilities under this Agreement. “); provided that Good Reason Process” shall mean that not be deemed to exist unless (ix) the Executive has reasonably determined in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified the Company in writing of the first occurrence notice of the Good Reason condition is given by the Executive to the Company within 90 ninety (90) days of the first occurrence Executive’s discovery of the condition’s existence, (y) the Company fails to remedy the condition within thirty (30) days of such condition; notice, and (iiiz) the Executive has cooperated in good faith with notifies the Company that he is resigning his employment from the Company within ninety (90) days of the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), failure to remedy the condition; condition pursuant to the time period set forth in (ivy) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurredabove.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including during or after the Term by delivering to the Company a Notice of Termination 30 days in advance of the date of termination (a “Voluntary Termination”). The Executive may also terminate his employment for Good ReasonReason (a “Good Reason Termination”) by delivering a Notice of Termination to the Company 30 days in advance of the date of termination; provided, however, that the Executive agrees not to terminate his employment for Good Reason until the Executive has given the Company (or a successor in interest in a Change in Control) at least 30 days’ in which to cure the circumstances set forth in the Notice of Termination constituting Good Reason and if such circumstances are not cured by the 30th day, the Executive’s employment shall terminate on such date. If the circumstances constituting Good Reason are remedied within the cure period to the reasonable satisfaction of the Executive, such event shall no longer constitute Good Reason for purposes of this Agreement and the Executive shall thereafter have no further right hereunder to terminate his employment for Good Reason as a result of such event. Unless the Executive provides written notification of an event described in the definition of Good Reason within 90 days after the Executive has actual knowledge of the occurrence of any such event, the Executive shall be deemed to have consented thereto and such event shall no longer constitute Good Reason for purposes of this Agreement. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “neither a Voluntary Termination nor a Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction Termination shall include a termination of the Executive’s Base Salary without the Executive’s prior consent (employment by reason of death. Neither a Voluntary Termination nor a Good Reason Termination shall be considered a breach or other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) material diminution in the Executive’s responsibilities, authority, or duties, without the Executive’s prior consent; (iii) unless the Executive and the Company mutually agree the remote work location for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consent; or (iv) any material breach by the Company or any successor thereto violation of this Agreement. 6. “Good Reason Process” shall mean that (i) the Executive has reasonably determined in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified the Company in writing Section 5.1 of the first occurrence of Agreement is hereby amended by deleting said section in its entirety and substituting in lieu thereof the Good Reason condition within 90 days of the first occurrence of such condition; (iii) the Executive has cooperated in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.new Section 5.1:

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, without ; (ii) a material diminution in the Executive’s prior consentBase Salary for any reason other than in connection with the termination of the Executive’s employment hereunder; (iii) unless the Executive and the Company mutually agree the remote work is required to be based in any specific location for the Executive, relocation of the Company’s offices more than 100 50 miles away from the current location without the Executive’s prior consent; ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, South Burlington, Vermont or (iv) any the material breach of this Agreement by the Company or any successor thereto of this AgreementCorporation. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company Corporation in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the CompanyCorporation’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 60 days after the end of the Cure Period. If the Company Corporation cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following eventsevents without the Executive’s express written consent: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authorityauthority and function, or duties, without an adverse change to the Executive’s prior consentjob title as Vice President – Commercial and Operations, or a change in the Executive’s reporting relationship that results in the Executive no longer reporting directly to the CEO; (ii) a material reduction in the Executive’s Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided, that it does not adversely affect the Executive to a greater extent than other similarly situated employees and, provided further, that any reduction in the Executive’s Base Salary of more than ten percent (10%) shall constitute Good Reason; (iii) unless a material change in the geographic location at which the Executive must regularly report to work and provide services to the Company mutually agree the remote work location (except for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consentrequired travel on Company business); or (iv) any the material breach by the Company or any successor thereto of this Agreement. “Good Reason Process” shall mean that (iA) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (iiB) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iiiC) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), ) to remedy the condition; (ivD) notwithstanding such efforts, the Good Reason condition continues to exist; and (vE) the Executive terminates his employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his his/her employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, without including a change in reporting relationship; (ii) a material diminution in the Executive’s prior consentBase Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) unless a change in the geographic location at which the Executive and provides services to the Company mutually agree the remote work location for the Executive, relocation of the Company’s offices more than 100 fifty (50) miles away from the current location without the Executive’s prior consentunless Executive can reasonably perform substantially all of his/her duties remotely with reasonable accommodation; or (iv) any the material breach of this Agreement or material violation of the Company’s written employment policies by the Company or any successor thereto of this AgreementCompany. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence Executive’s discovery of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his his/her employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred; provided, however, that if the same Good Reason condition occurs again within 12 months thereafter, the Executive shall be entitled to terminate his/her employment hereunder for Good Reason without having to comply with the Good Reason Process again.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, without ; (ii) a material diminution in the Executive’s prior consentBase Salary except for across-the-board salary reductions based at least in part on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) unless a material change in the geographic location of the principal office of the Company to which the Executive and the Company mutually agree the remote work is assigned such that there is an increase of at least thirty (30) additional miles of diving distance to such new location for the Executive, relocation of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consentprincipal residence as of such change; or (iv) any the material breach of this Agreement by the Company or any successor thereto of this AgreementCompany. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 sixty (60) days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 thirty (30) days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to his authorized representative or estate) (i) any Base Salary earned through the Date of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement) on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination; (ii) accrued but unused vacation and personal days (if applicable and in accordance with Company policy and applicable law); and (iii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Benefits”).

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, without ; (ii) a reduction in the Executive’s prior consentBase Salary except for across-the-board salary reductions of not more than 10% based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) unless the Executive and the Company mutually agree the remote work location for the Executive, relocation material breach of this Agreement by the Company’s offices more than 100 miles away from the current location without the Executive’s prior consent; or (iv) any material breach by the Company fails to establish its headquarters in the Greater Austin Area (as defined below) on or any successor thereto before the one year anniversary of this Agreementthe Actual Start Date, or, after establishing its headquarters in the Greater Austin Area within that time period, later establishes its headquarters in a location outside of the Greater Austin Area. “Good Reason Process” shall mean that (iA) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (iiB) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iiiC) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (ivD) notwithstanding such efforts, the Good Reason condition continues to exist; and (vE) the Executive terminates his employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The “Greater Austin Area” shall mean the Austin-Round Rock, Texas metropolitan statistical area, which is defined by the United States Office of Management and Budget to consist of the counties of Bastrop, Texas, ▇▇▇▇▇▇▇▇, Texas, ▇▇▇▇, Texas, ▇▇▇▇▇▇, Texas and ▇▇▇▇▇▇▇▇▇▇, Texas.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to, Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, without including (A) a transition to the position of Chief Financial Officer of a division or subsidiary of the Company or successor entity or (B) continued employment as Chief Financial Officer should the Company cease being a publicly held corporation; (ii) a material diminution in the Executive’s prior consentBase Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) unless a material change in the geographic location at which the Executive and the Company mutually agree the remote work location for the Executive, relocation of provides services to the Company’s offices more than 100 miles away from the current location without the Executive’s prior consent; or (iv) any the material breach of this Agreement by the Company or any successor thereto of this AgreementCompany. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, without ; (ii) a material diminution in the Executive’s prior consentBase Salary for any reason other than in connection with the termination of the Executive’s employment hereunder; (iii) unless the Executive and the Company mutually agree the remote work is required to be based in any specific location for the Executive, relocation of the Company’s offices more than 100 50 miles away from the current location without the Executive’s prior consent; 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ or (iv) any the material breach of this Agreement by the Company Bank or any successor thereto of this Agreementthe Corporation. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company Bank in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the CompanyBank’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 60 days after the end of the Cure Period. If the Company Bank cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, without ; (ii) a material diminution in the Executive’s prior consentBase Salary for any reason other than in connection with the termination of the Executive’s employment hereunder; (iii) unless the Executive and the Company mutually agree the remote work is required to be based in any specific location for the Executive, relocation of the Company’s offices more than 100 50 miles away from the current location without the Executive’s prior consent; ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ or (iv) any the material breach of this Agreement by the Company Bank or any successor thereto of this Agreementthe Corporation. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive has notified notifies the Company Bank in writing of the first occurrence of the Good Reason condition within 90 60 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the CompanyBank’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 60 days after the end of the Cure Period. If the Company Bank cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his the Executive’s employment hereunder at any time for any reason, including for but not limited to, Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) reduction of a material diminution in the Executive’s Base Salary without the Executive’s prior consent of the Executive (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation annual base salary of the Company’s management more than fifty percent (50%) of its employees); or (ii) a material diminution in the Executive’s responsibilities, authorityauthority or duties without the prior consent of the Executive, or other than changes in duties, without authority or responsibilities resulting from the Executive’s prior consentmisconduct or temporarily while an investigation is being conducted into allegations of misconduct; (iii) unless provided that any reduction in duties, authority or responsibilities or reduction in the level of management to which the Executive and reports resulting solely from a Change in Control which results in the Company mutually agree the remote work location for the Executive, relocation being acquired by and made a part of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consent; or a larger entity shall not constitute Good Reason (iv) any material breach by the Company or any successor thereto of this Agreementeach a “Good Reason Condition”). “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” condition Reason Condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition Condition within 90 60 days of the first occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition Condition continues to exist; and (v) the Executive terminates his the Executive’s employment within 30 60 days after the end of the Cure Period. If the Company cures the Good Reason condition Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. For purposes of this offer letterAgreement, “"Good Reason” " shall mean that the Executive has complied with the “"Good Reason Process” " (hereinafter defined) following the occurrence of any of the following eventsevents without Executive's consent: (i) a material reduction in the Executive's duties, authorities or responsibilities as in effect on the Effective Date or a requirement that the Executive report to anyone other than the Chief Executive Officer or President of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) material diminution a reduction in the Executive’s responsibilities, authority, 's annual base salary or duties, without the Executive’s annual bonus opportunity (other than an across-the-board reduction of not more than ten percent (10%) applicable to all senior executive officers which occurs prior consentto a Change in Control); (iii) unless a material reduction in Executive's benefits in the aggregate (other than an across-the-board reduction of benefit levels) from those provided to Executive and the Company mutually agree the remote work location for the Executive, relocation as of the Company’s offices more than 100 miles away from the current location without the Executive’s prior consentEffective Date; or (iv) any a relocation of Executive's principal place of employment out of the city of Chicago, Illinois, (v) a material breach of any provision of this Agreement by the Company, (vi) the failure of the Company to have a successor entity specifically assume this Agreement within ten (10) business days after a Change in Control or (vii) the insolvency of the Company or the filing (by any successor thereto party, including the Company) of this Agreementa petition for bankruptcy with respect to the Company, which petition is not dismissed within 60 days. “For avoidance of doubt, Good Reason shall not include nor mean the change in or loss of Executive’s title from Chief Financial Officer and Treasurer to that of Chief Corporate Development Officer. "Good Reason Process” " shall mean that that: (i) the Executive has reasonably determined determines in good faith that a “"Good Reason” " condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 not later than ninety (90) days of after the first initial occurrence of such condition; an event deemed to give rise to a right to terminate for Good Reason, and (iii) the Executive has cooperated in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to existexist thirty (30) days following delivery of such notice (the "Cure Period") (other than the event in clause (vii), which shall not be subject to cure or the Cure Period); and (v) the Executive terminates his employment within 30 ninety (90) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, such Good Reason condition shall be deemed not to have occurred.

Termination by the Executive. The At any time during the Term, the Executive may terminate his employment hereunder at any time for any reason, including for but not limited to Good Reason. If the Executive provides notice to the Company under Section 1 that the Executive elects to discontinue the extensions of the Term, such action shall be deemed a voluntary termination by the Executive and one without Good Reason. For purposes of this offer letterAgreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following eventsevents after a Change in Control: (i) reduction of the Executive’s Base Salary without the Executive’s prior consent (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of the Company’s management employees); (ii) a material diminution in the Executive’s responsibilities, authority, authority or duties, without ; (ii) a material diminution in the Executive’s prior consentBase Salary other than a Company-wide diminution of base salaries of less than ten percent (10%) similarly affecting all or substantially all executives in similarly situated positions; (iii) unless a material change in the physical location at which the Executive and is generally required to provide services to the Company mutually agree (exclusive of required business travel), such that the remote work location for the Executive, relocation of the Company’s offices more than 100 miles away distance from the current location without the Executive’s prior consentresidence immediately preceding such material change increases by a driving distance of at least fifty (50) miles; or (iv) any the material breach of this Agreement by the Company or any successor thereto of this AgreementCompany. “Good Reason Process” shall mean that (i) the Executive has reasonably determined determines in good faith that a “Good Reason” Reason condition has occurred; (ii) the Executive has notified notifies the Company in writing of the first occurrence of the Good Reason condition within 90 sixty (60) days of the first initial occurrence of such condition; (iii) the Executive has cooperated cooperates in good faith with the Company’s efforts, for a period not less than 30 thirty (30) days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.