Common use of Termination for Good Reason Clause in Contracts

Termination for Good Reason. Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. The Executive shall have the right at any time be entitled to terminate this Agreement and his employment with the Company at any time upon not less than thirty (30) days prior written notice of termination to the Company for "Good Reason Reason" (as defined below). For purposes The Executive's termination of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive employment shall have be for "Good Reason to terminate his employment hereunder Reason" if such termination shall be is a result of any of the result offollowing events:

Termination for Good Reason. The Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination at any time and for Good Reason (defined below)any reason. For purposes of this Agreement and subject to the Company’s 's opportunity to cure as provided in Section 4(c4 (c) hereof, the Executive shall have Good Reason "good reason" to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. (a) Executive shall have the right at any time to may voluntarily terminate his employment with for “Good Reason” by notifying the Company upon in writing that Executive believes that an event described in this Section 5.4(a) has occurred (the “Constructive Termination Notice”), within ten (10) days after the initial occurrence of one of the following events; provided, however, that Executive shall not less than have “Good Reason” to terminate employment unless the Company does not cure the event described in this Section 5.4(a) within thirty (30) days prior written notice following receipt by the Company of termination for Good Reason (defined below). For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result ofConstructive Termination Notice:

Termination for Good Reason. The Executive shall have the right at any time may elect to terminate his employment with the Company upon not less than thirty for Good Reason, which shall be defined as a material reduction of the Executive’s title or authority, which the Company fails to remedy within twenty (3020) days prior after receipt from the Executive of written notice of termination thereof, specifically citing this subsection 8(e). In the event the Executive terminates his employment for Good Reason (defined below). For purposes of this Agreement and subject to Reason, the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason be entitled to terminate his employment hereunder if such termination shall be receive the result of:benefits outlined in subsections 8(d)(i) through 8(d)(v).

Termination for Good Reason. The Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below)any reason. For purposes of this Agreement and subject to the Company’s 's opportunity to cure as provided in Section 4(c) hereof, the Executive shall have Good Reason "good reason" to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. Executive shall have the right at any time to terminate his Executive’s employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his Executive’s employment hereunder if such termination shall be the result of:

Termination for Good Reason. Executive shall have the right at At any time to during the Term, the Executive may voluntarily terminate his this Agreement and resign from the employment with of the Company upon not less than thirty for Good Reason, as defined below. Such termination and resignation shall be effected by sixty (3060) days days' prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive . "Good Reason" shall have Good Reason to terminate his employment hereunder if such mean termination shall be the result ofbased upon:

Termination for Good Reason. The Executive shall have the right --------------------------- at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below)any reason. For purposes of this Agreement and subject to the Company’s 's opportunity to cure as provided in Section 4(c) hereof, the Executive shall have Good Reason "good reason" to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. During the Employment Term, the Executive shall have may terminate his employment for Good Reason as defined in Section 2(e) only if the right at any time Executive has provided the Board with written notice of his intent to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject at least 30 days prior to the Company’s opportunity date of termination and the Company fails to cure as provided in Section 4(c) hereof, Executive shall have the Good Reason within 30 days after receiving Executive's written notice. Termination for Good Reason will be effective on the 31st day after the Company receives Executive's written notice and fails to terminate his employment hereunder if such termination shall be cure the result of:Good Reason identified in Executive's notice.

Termination for Good Reason. The Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below)any reason. For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, the Executive shall have Good Reason “good reason” to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30i) Upon 30 days prior written notice of termination for to the Company (or such shorter period as may be permitted by the Board), the Executive may voluntarily terminate the Executive's employment with Good Reason (defined belowas hereinafter defined). For purposes of If the Executive voluntarily terminates the Executive's employment pursuant to this Agreement Section 4(f), the Executive's entitlement to compensation and subject to benefits shall cease immediately, except that the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result ofentitled to:

Termination for Good Reason. During the Employment Term, the Executive shall have may terminate her employment for Good Reason as defined in Section 2(e) only if the right at any time to terminate his employment Executive has provided the Board with the Company upon not less than thirty (30) days prior written notice of termination her intent to terminate her employment for Good Reason (defined below). For purposes of this Agreement and subject at least 30 days prior to the Company’s opportunity date of termination and the Company fails to cure as provided in Section 4(c) hereof, Executive shall have the Good Reason within 30 days after receiving Executive's written notice. Termination for Good Reason will be effective on the 31st day after the Company receives Executive's written notice and fails to terminate his employment hereunder if such termination shall be cure the result of:Good Reason identified in Executive's notice.

Termination for Good Reason. (a) Executive may voluntarily terminate her employment for “Good Reason” by notifying the Company in writing that Executive believes that an event described in this Section 5.4(a) has occurred (the “Constructive Termination Notice”), within ten (10) days after the initial occurrence of one of the following events; provided, however, that Executive shall not have the right at any time “Good Reason” to terminate his employment with unless the Company upon does not less than cure the event described in this Section 5.4(a) within thirty (30) days prior written notice following receipt by the Company of termination for Good Reason (defined below). For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result ofConstructive Termination Notice:

Termination for Good Reason. Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject to the Company’s 's opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30i) Upon 30 days prior written notice of termination for to the Company (or such shorter period as may be permitted by the Board), the Executive may voluntarily terminate the Executive’s employment with Good Reason (defined belowas hereinafter defined). For purposes of If the Executive voluntarily terminates employment pursuant to this Agreement Section 4(f), the Executive’s entitlement to compensation and subject to benefits shall cease immediately, except that the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result ofentitled to:

Termination for Good Reason. Executive’s employment pursuant to this Agreement may be terminated by the Executive for “good reason” if the Executive voluntarily terminates his employment as a result of any of the following; provided, however, that Executive shall have the right at any time be required to terminate his employment with give written notice to the Company upon not less than of any condition that would constitute the “good reason” event within ninety (90) days of the initial existence of the condition and the Company shall have thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject to the Company’s opportunity thereafter to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if any such termination shall be the result of“good reason” condition:

Termination for Good Reason. The Executive shall have the right at any time to may terminate his employment with the Company hereunder upon not less than thirty (30) days days' prior written notice of termination for Good Reason (defined below)Reason. For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereofAgreement, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:"

Termination for Good Reason. Executive shall have the right at any time to may voluntarily terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes within 30 days of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result occurrence of:

Termination for Good Reason. The Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination and MST at any time and for Good Reason (defined below)any good reason. For purposes of this Agreement and subject to the Company’s 's opportunity to cure as provided in Section 4(c4 (c) hereof, the Executive shall have Good Reason "good reason" to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. The Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination at any time and for Good Reason (defined below)any good reason. For purposes of this Agreement and subject to the Company’s 's opportunity to cure as provided in Section 4(c4 (c) hereof, the Executive shall have Good Reason "good reason" to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. Executive shall have the right at any time to terminate his employment and this Agreement with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject to the Company’s ' s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. The Executive shall have the right at any time be entitled to terminate this Agreement and his employment with the Company at any time upon not less than thirty (30) 30 days prior written notice of termination to the Company for "Good Reason Reason" (as defined below). For purposes The Executive's termination of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive employment shall have be for "Good Reason to terminate his employment hereunder Reason" if such termination shall be is a result of any of the result offollowing events:

Termination for Good Reason. Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30i) Upon 30 days prior written --------------------------- notice of termination for to the Company (or such shorter period as may be permitted by the Board), the Executive may voluntarily terminate the Executive's employment with Good Reason (defined belowas hereinafter defined). For purposes If the Executive voluntarily terminates the Executive's employment pursuant to this Section 4(f), all obligations of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereofCompany hereunder shall cease immediately, except that the Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result ofentitled to:

Termination for Good Reason. Executive shall have the right at any time to terminate his employment with the Company upon not less than With thirty (30) days days’ prior written notice to the Company, Executive may terminate his employment and this Agreement for Good Reason. For purposes of this Agreement, “Good Reason” means: (A) a material change to or diminution of the Executive’s job duties; and (B) a material breach of this Agreement by the Company that is not cured within thirty (30) days’ written notice of the same to the Company. The written notice of termination for Good Reason (defined below). For purposes must specify in reasonable detail the facts and circumstances claimed to provide a basis for termination of this Agreement and subject to the CompanyExecutive’s opportunity to cure as provided in Section 4(c) hereofemployment under the provision so indicated, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:applicable.

Termination for Good Reason. The Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice for any reason. The termination of termination the Executive's employment shall be deemed to be for Good Reason (defined below). For purposes of this Agreement "good reason" if and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder only if such termination shall be the result of:

Termination for Good Reason. The Executive shall have the right may terminate his employment for Good Reason at any time to terminate his employment with the Company upon not less than thirty sixty (3060) days prior written notice of termination for Good Reason (defined below)to the Company. For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereofAgreement, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:“

Termination for Good Reason. Executive shall have the right at any time to may voluntarily terminate his employment with the Company for Good Reason upon not less than giving Company thirty (30) days prior written notice of termination for Good Reason the occurrence of any of the following without Executive’s consent and which has not been cured by Company within sixty (defined below). For purposes 60) days of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if receipt of such termination shall be the result ofnotice from Executive:

Termination for Good Reason. The Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below)"good reason". For purposes of this Agreement and subject to the Company’s 's opportunity to cure as provided in Section 4(c) hereof, the Executive shall have Good Reason "good reason" to terminate his employment hereunder if such termination shall be in the result offollowing cases:

Termination for Good Reason. The Executive shall have the right at any time to terminate his employment with the Company at any time for "good reason" upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below)to the Company. For purposes of this Agreement and subject to the Company’s 's opportunity to cure as provided in Section 4(c) hereof, the Executive shall have Good Reason "good reason" to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. The Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination at any time and for Good Reason (defined below)any reason. For purposes of this Agreement and subject to the Company’s 's opportunity to cure as provided in Section 4(c) hereof, the Executive shall have Good Reason "good reason" to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. (i) Upon 30 days’ prior written notice to the Company, the Executive shall have the right at any time to may voluntarily terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined belowas herein defined). For purposes of If the Executive voluntarily terminates employment pursuant to this Agreement Section 4(f), the Executive’s entitlement to compensation and subject benefits will cease immediately, except that the Executive will be entitled to the Company’s opportunity to cure as provided payments and benefits specified in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:4(d);

Termination for Good Reason. The Executive shall have the --------------------------- right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below)any reason. For purposes of this Agreement and subject to the Company’s 's opportunity to cure as provided in Section 4(c) hereof, the Executive shall have Good Reason "good reason" to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. The Executive shall have the right at any --------------------------- time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below)any reason. For purposes of this Agreement and subject to the Company’s 's opportunity to cure as provided in Section 4(c) hereof, the Executive shall have Good Reason "good reason" to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. The Executive shall have the right may terminate his employment hereunder for Good Reason at any time to terminate his employment with during the Term by giving the Company upon not less than notice of such termination, effective on or after the date of service of such notice. For purposes of this Agreement, "Good Reason" shall mean the continuation of any of the following (without the Executive's express prior written consent) after written notice provided by the Executive and the failure by the Company to remedy such event or condition within thirty (30) days prior written notice after receipt of termination for Good Reason (defined below). For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result ofnotice:

Termination for Good Reason. The Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination at any time and for Good Reason (defined below)any reason. For purposes of this Agreement and subject to the Company’s 's opportunity to cure as provided in Section 4(c4 ( c) hereof, the Executive shall have Good Reason "good reason" to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. Executive shall have the right at any time to may terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject Executive's employment for "Good Reason" by giving written notice to the Company within 60 days (or such longer period as may be agreed to in writing by Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have of Executive's reason(s) for believing that "Good Reason to terminate Reason" for his termination of employment hereunder if such termination shall be the result of:exists.

Termination for Good Reason. The Executive shall have the right at any time to may terminate his --------------------------- employment with during the Term for Good Reason by delivering a Notice of Termination to the Company upon not less than thirty (30) in accordance with Section 5.6 within 60 days prior written notice of the occurrence of the event purported to constitute "Good Reason" hereunder. With respect to any termination for Good Reason (defined below). For purposes during the Change in Control Period, any good faith determination of this Agreement and subject to "Good Reason" made by the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:conclusive.

Termination for Good Reason. The Executive shall have the right at any time to terminate his her employment with the Company at any time for "good reason" upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below)to the Company. For purposes of this Agreement and subject to the Company’s 's opportunity to cure as provided in Section 4(c) hereof, the Executive shall have Good Reason "good reason" to terminate his her employment hereunder if such termination shall be the result of:

Termination for Good Reason. The Executive shall have the right at any time be entitled to terminate this Agreement and his employment with the Company under this Agreement at any time upon not less than thirty (30) days prior written notice of termination to the Company for "Good Reason Reason" (as defined below). For purposes The Executive's termination of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive employment shall have be for "Good Reason to terminate his employment hereunder Reason" if such termination shall be is a result of any of the result offollowing events:

Termination for Good Reason. The Executive shall have the right at any time to terminate his employment with the Company for any reason upon not less than thirty (30) days days' prior written notice of termination for Good Reason (defined below)notice. For purposes of this Agreement and subject to the Company’s 's opportunity to cure as provided in Section 4(c) 4.c. hereof, the Executive shall have Good Reason "good reason" to terminate his employment hereunder at any time during his employment if such termination shall be the result of:: 3

Termination for Good Reason. The Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination at any time and for Good Reason (defined below)any good reason. For purposes of this Agreement and subject to the Company’s 's opportunity to cure as provided in Section 4(c4 ( c) hereof, the Executive shall have Good Reason "good reason" to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. The Executive shall have the right at --------------------------- any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below)any reason. For purposes of this Agreement and subject to the Company’s 's opportunity to cure as provided in Section 4(c) hereof, the Executive shall have Good Reason "good reason" to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. The Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). “good reason.” For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, the Executive shall have Good Reason “good reason” to terminate his employment hereunder if such termination shall be in the result offollowing cases:

Termination for Good Reason. Prior to the Scheduled Termination Date, Executive shall have may terminate the right at any time to terminate Term and his employment with under this Agreement for Good Reason by giving the Company upon not less than Board of Directors thirty (30) days prior written notice of termination his intent to terminate. Such notice shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for Good Reason (defined below)such termination. For purposes of The Term and Executive’s employment under this Agreement and subject to shall terminate upon the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be expiration of the result of:30-day notice period.

Termination for Good Reason. The Executive may terminate Executive’s employment during the Term for Good Reason by delivering a Notice of Termination to the Company in accordance with Section 6.8 within 60 days of the occurrence of the event purported to constitute “Good Reason” hereunder. The Company shall have 30 days from the right at any time date of the Executive’s Notice of Termination for Good Reason to terminate his employment with the Company upon not less than thirty (30) days prior written notice of to cure the Executive’s right to termination for Good Reason (defined below). For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:Reason.

Termination for Good Reason. The Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below)“good reason”. For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c4(d) hereof, the Executive shall have Good Reason “good reason” to terminate his employment hereunder if such termination shall be in the result offollowing cases:

Termination for Good Reason. The Executive shall have the right at any time to terminate his employment with the Company for any reason upon not less than thirty (30) days days' prior written notice of termination for Good Reason (defined below)notice. For purposes of this Agreement and subject to the Company’s 's opportunity to cure as provided in Section 4(c) 4.c. hereof, the Executive shall have Good Reason "good reason" to terminate his employment hereunder at any time during his employment if such termination shall be the result of:

Termination for Good Reason. Executive may terminate his employment under this Agreement for “Good Reason” by giving written notice to Employer within sixty (60) days, or such longer period as may be agreed to in writing by Employer, of Executive’s receipt of notice of the occurrence of any event constituting “Good Reason,” as described below. Executive shall have the right at any time “Good Reason” to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of under this Agreement and subject to upon the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be occurrence of any of the result offollowing events:

Termination for Good Reason. Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30i) Upon 30 days prior written notice of termination for to the Company (or such shorter period as may be permitted by the Board), the Executive may voluntarily terminate the Executive’s employment with Good Reason (defined belowas hereinafter defined). For purposes of If the Executive voluntarily terminates the Executive’s employment pursuant to this Agreement Section 4(f), the Executive’s entitlement to compensation and subject to benefits shall cease immediately, except that the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result ofentitled to:

Termination for Good Reason. The Executive shall have the right at any time to terminate his employment with the Company and for any reason upon not less than thirty twenty (3020) days prior written notice of termination for Good Reason (defined below)notice. For purposes of this Agreement and subject to the Company’s Companys opportunity to cure as provided in Section 4(c) 4.c. hereof, the Executive shall have Good Reason good reason to terminate his employment hereunder only if such termination shall be the result of:

Termination for Good Reason. The Executive shall have the right at any time be entitled to terminate this Agreement and his employment with the Company at any time upon not less than thirty (30) 30 days prior written notice of termination to the Company for "Good Reason Reason" (as defined below). For purposes ; provided, however, that if the Company eliminates the reason for such termination to the reasonable satisfaction of the Executive within such 30-day period, the Executive shall not be entitled to terminate this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder with the Company pursuant to this subsection (d). The Executive's termination of employment shall be for "Good Reason" if such termination shall be is a result of any of the result offollowing events:

Termination for Good Reason. The Executive shall have the right at any time to terminate his her employment with the Company for any reason upon not less than thirty (30) days days’ prior written notice of termination for Good Reason (defined below)notice. For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) 4.c. hereof, the Executive shall have Good Reason “good reason” to terminate his her employment hereunder at any time during her employment if such termination shall be the result of:: 3

Termination for Good Reason. The Executive shall have the right at any time to terminate his employment agreement with the Company upon not less than thirty (30) days prior written notice of termination at any time and for Good Reason (defined below)any good reason. For purposes of this Agreement Agreement, and subject to the Company’s 's opportunity to cure as provided in Section 4(c) hereof, the Executive shall have Good Reason "good reason" to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. The Executive shall have may terminate Executive’s employment during the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination Term for Good Reason (defined below). For purposes by delivering a Notice of this Agreement and subject Termination to the Company’s opportunity Company in accordance with Section 6.8 within 60 days of the occurrence of the event purported to cure as provided in Section 4(c) hereof, Executive shall have constitute “Good Reason to terminate his employment hereunder if such termination shall be the result of:Reason” hereunder.

Termination for Good Reason. The Executive shall have the right at any time to may terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination under this Agreement for Good Reason (defined below). For purposes of this Agreement and subject by providing notice to the Company’s opportunity to cure as Company setting forth in reasonable detail the nature of such Good Reason; provided, however, that such notice must be provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:within thirty

Termination for Good Reason. Executive shall have the right at any time to may terminate his employment with hereunder during the Company upon not less than Term for Good Reason. At least thirty (30) days prior written to any termination for Good Reason, Executive shall deliver to Company a notice of termination which sets forth the provision or provisions of this Section 4.2 relied upon by Executive as the basis for asserting a termination for Good Reason (defined below)Reason. For purposes of this Agreement and subject to Agreement, “Good Reason” shall mean the Companyoccurrence of one or more of the following circumstances, without Executive’s opportunity to cure as provided in Section 4(cexpress written consent, which are not remedied by Company within thirty (30) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result ofdays after receipt of Executive’s notice of termination:

Termination for Good Reason. 6.5.1 The Executive shall have the right at any time to may terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:Reason.

Termination for Good Reason. The Executive shall have the right at any time to may terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (as defined belowin Section 4(j)(iii)). For purposes Any such notice of this Agreement and subject termination shall specify the acts or omissions of the Company in sufficient detail so as to enable the Company’s opportunity Company to cure as provided determine the provision of Section 4(j)(iii) relied upon by the Executive in Section 4(c) hereof, Executive shall have Good Reason to terminate terminating his employment hereunder if such termination shall be with the result of:Company for Good Reason.

Termination for Good Reason. The Executive shall have the right at any time to may terminate his her employment with the Company upon not less than thirty (30) days prior written notice of termination under this Agreement for Good Reason (defined belowas hereinafter defined) within 20 days following the occurrence of an event giving rise to Good Reason, upon notice to the Company setting forth in reasonable detail the nature of such Good Reason. In the event the Executive terminates this Agreement for Good Reason, the Executive shall be entitled to the payments and benefits specified by Sections 4.4(a) through 4.4(f). For purposes of this Agreement and subject to Agreement, "Good Reason" shall mean, without the Company’s opportunity to cure as provided in Section 4(c) hereofExecutive's express written consent, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result ofoccurrence of any one or more of the following events:

Termination for Good Reason. Executive shall have the right at any time to terminate his employment with the Company Corporation upon not less than thirty (30) 30 days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject to the CompanyCorporation’s opportunity to cure as provided in Section 4(c) 1 hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. The Executive shall have the right --------------------------- at any time to terminate his her employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below)any reason. For purposes of this Agreement and subject to the Company’s 's opportunity to cure as provided in Section 4(c) hereof, the Executive shall have Good Reason "good reason" to terminate his her employment hereunder if such termination shall be the result of:

Termination for Good Reason. Executive shall have the right at any time to terminate his employment and this Agreement with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject to the Company’s ’ s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. The Executive shall have the right at any time to terminate his employment with the Company for any reason upon not less than thirty (30) days days’ prior written notice of termination for Good Reason (defined below)notice. For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) 4.c. hereof, the Executive shall have Good Reason “good reason” to terminate his employment hereunder at any time during his employment if such termination shall be the result of:

Termination for Good Reason. The Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and hereunder, subject to the Company’s opportunity notice provisions of Section 8(g), within one hundred and eighty (180) days after the Executive has notice of the occurrence of any of the following, provided that the Company does not cure such event to cure the extent possible on a retroactive basis within ten (10) days following receipt of the Executive's Notice of Termination (as provided defined in Section 4(c8(f) hereof, Executive shall have Good Reason to terminate his employment hereunder if below) (any such termination shall be the result of:being referred to as a termination for "Good Reason"):

Termination for Good Reason. Notwithstanding anything in this Section 7 to the contrary, Executive shall have the right at any time to may voluntarily terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject to receive the Company’s opportunity to cure as provided benefits detailed in Section 4(c) hereof, Executive shall have 7.5 upon or within 180 days following the occurrence of an event constituting Good Reason to terminate his employment hereunder if such termination shall be the result of:Reason.

Termination for Good Reason. To the extent provided in this Section 6, the Executive shall have the right at any time to may terminate his employment with for Good Reason, after the third anniversary of the Effective Date, by giving the Company upon not less than a written notice of termination at least thirty (30) days prior written notice before the date of termination for Good Reason (defined below). For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be specifying in reasonable detail the result of:circumstances constituting such Good Reason. In the event of the Executive's

Termination for Good Reason. The Executive shall have the right at any time to terminate his the Executive’s employment with the Company upon not less for any reason. Prior to the expiration of the Term, the termination by the Executive of the Executive’s employment with the Company for any reason other than thirty (30) days prior written notice of termination for Good Reason (defined below)as hereinafter defined) or death shall constitute a “Voluntary Resignation by Executive” hereunder. For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c4(e) hereof, the Executive shall have “Good Reason Reason” to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. i. Executive shall have the right may terminate employment hereunder For Good Reason (as defined below), at any time time, by giving written notice to terminate his employment with the Company upon not less than of such intent at least thirty (30) days prior written notice in advance of termination for Good Reason (defined below)the effective date of termination. For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereofAgreement, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:the

Termination for Good Reason. 8.5.1. The Executive shall have may terminate the right Executive's employment hereunder at any time to terminate his employment with during the Company Term for "Good Reason" effective upon not less than thirty (30) days prior the date designated by the Executive in written notice of the termination for Good Reason (defined below)of the employment hereunder pursuant to this Section 8.5. For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereofAgreement, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:"

Termination for Good Reason. Executive shall have the right at At any time to during the Term, the Executive may voluntarily terminate his this Agreement and resign from the employment with of the Company upon not less than thirty for Good Reason, as defined below. Such termination and resignation shall be effected by a sixty (3060) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive . "Good Reason" shall have Good Reason to terminate his employment hereunder if such mean termination shall be the result of:based upon;

Termination for Good Reason. The Executive shall have the right at any time to may terminate his employment with for Good Reason (as defined below) by giving the Board of Directors of the Company written notice of termination, stating in reasonable detail the facts and circumstances claimed to provide a basis for such termination, effective upon not less than thirty (30) days prior written receipt of such notice. In the event notice of termination for Good Reason (defined below). For purposes of this Agreement is given, the Company shall pay and subject provide to the Company’s opportunity to cure as provided Executive the amounts and benefits set forth in Section 4(c) 6.4 hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:.

Termination for Good Reason. Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice for any reason. The termination of termination Executive’s employment shall be deemed to be for “Good Reason (defined below). For purposes of this Agreement Reason” if and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder only if such termination shall be the result of, in each case, without Executive’s written consent:

Termination for Good Reason. Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30i) Upon 30 days prior written notice of termination for to the Company, the Executive may voluntarily terminate the Executive’s employment with Good Reason (defined belowas hereinafter defined). For purposes of If the Executive voluntarily terminates employment pursuant to this Agreement Section 4(f), the Executive’s entitlement to compensation and subject benefits shall cease immediately, except that the Executive shall be entitled to the Company’s opportunity to cure as provided payments and benefits specified in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:4(d);

Termination for Good Reason. For purposes of this Agreement, the Executive shall have the right at any time "Good Reason" to terminate his employment with the Company upon (i) if by the end of the Protection Period the Company and Executive do not less than thirty enter into a new or amended written employment agreement; or (30ii) days prior written notice if the Company breaches the terms of termination for Good Reason (defined below)this Employment Agreement as amended during the Protection Period. For the purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(csubparagraph (i) hereofabove, Executive shall have fifteen (15) days after the end of the Protection Period to notify Company of his termination for Good Reason to terminate his employment hereunder if such termination shall be the result of:Reason.

Termination for Good Reason. Executive shall have the right may terminate his employment hereunder at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject ) by giving written notice to the Company’s opportunity to cure as provided in Section 4(c) hereofCompany stating the basis for such termination, Executive shall have Good Reason to terminate his employment hereunder if effective immediately upon giving such notice; provided, however, that no termination shall be the result of:for Good Reason until Executive has provided the

Termination for Good Reason. The Executive shall have the right at any time to terminate his the Executive's employment with the Company upon not less for any reason. Prior to the expiration of the Term, the termination by the Executive of the Executive's employment with the Company for any reason other than thirty (30) days prior written notice of termination for Good Reason (defined below)as hereinafter defined) or death shall constitute a "Voluntary Resignation by Executive" hereunder. For purposes of this Agreement and subject to the Company’s 's opportunity to cure as provided in Section 4(c4(e) hereof, the Executive shall have "Good Reason Reason" to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. The Executive shall have the right may terminate his employment hereunder for Good Reason at any time to terminate his employment with during the Term by giving the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below)such termination, effective on or after the date of service of such notice. For purposes of this Agreement and subject to Agreement, "Good Reason" shall mean the Company’s opportunity to cure as provided in Section 4(ccontinuation of any of the following (without the Executive's express prior written consent) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:after written notice

Termination for Good Reason. Notwithstanding anything in this Section 7 to the contrary, Executive shall have the right at any time to may voluntarily terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject to receive the Company’s opportunity to cure as provided benefits detailed in Section 4(c) hereof, Executive shall have 7.5 upon or within 180 days following the occurrence of an event constituting Good Reason to terminate his employment hereunder if such termination shall be the result of:Reason. 7.7

Termination for Good Reason. The Executive shall have may terminate this Agreement for Good Reason (as defined below) by giving the right at any time to terminate his employment with the Company upon not less than Board of Directors thirty (30) days prior written notice of termination intent to terminate, which notice sets forth the facts and circumstances for Good Reason (defined below)the termination. For purposes Upon the expiration of this Agreement thirty (30) day period, the termination by the Executive is effective and subject to the Company’s opportunity to cure as provided Company shall pay the Executive the benefits set forth in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:6.4.

Termination for Good Reason. The Executive shall have the right at any time to terminate his employment with the Company at any time and for any reason upon not less than thirty (30) days days’ prior written notice of termination for Good Reason (defined below)to the Company. For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, the Executive shall have Good Reason “good reason” to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior for "Good Reason" by providing written notice of the termination for Good Reason to the Company (defined below"Termination Notice"). The effective date of Executive's termination shall be that specified in the Termination Notice, or the actual date Executive terminates employment with the Company, whichever occurs earlier (the "Termination Date"). For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereofAgreement, Executive "Good Reason" shall have Good Reason to terminate his employment hereunder if such termination shall be the result ofmean:

Termination for Good Reason. The Executive shall have the right --------------------------- at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination at any time and for Good Reason (defined below)any reason. For purposes of this Agreement and subject to the Company’s 's opportunity to cure as provided in Section 4(c) hereof, the Executive shall have Good Reason "good reason" to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. The Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination at any time and for Good Reason (defined below)any reason. For purposes of this Agreement and subject to Employment Agreement, the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason "good reason" to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. Notwithstanding anything in this Section 7 to the contrary, Executive shall have the right at any time to may voluntarily terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject to receive the Company’s opportunity to cure as provided benefits detailed in Section 4(c) hereof7.5 upon or within 180 days following the occurrence of an event constituting Good Reason, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be subject to, as applicable, Executive’s execution of the result of:effective release of claims described in Section 7.5.

Termination for Good Reason. The Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and hereunder, subject to the Company’s opportunity notice provisions of Section 8(h), within one hundred and eighty (180) days after the Executive has notice of the occurrence of any of the following, provided that the Company does not cure such event to cure the extent possible on a retroactive basis within ten (10) days following receipt of the Executive's Notice of Termination (as provided defined in Section 4(c8(g) hereof, Executive shall have Good Reason to terminate his employment hereunder if below) (any such termination shall be the result of:being referred to as a termination for "Good Reason"):

Termination for Good Reason. (i) Executive shall have the right at any time to terminate his employment with under this Agreement upon the occurrence of any event that constitutes Good Reason by giving written notice to the Company upon not less than within thirty (30) days prior written notice of termination for Good Reason (defined below)the occurrence of such alleged event. For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such Such termination shall be take effect no earlier than six months from the result of:date of such notice. "

Termination for Good Reason. Executive shall have the right at At any time to during the Term, the Executive may voluntarily terminate his this Agreement and resign from the employment with of the Company upon not less than thirty for Good Reason, as defined below. Such termination and resignation shall be effected by a sixty (3060) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive . “Good Reason” shall have Good Reason to terminate his employment hereunder if such mean termination shall be the result of:based upon;

Termination for Good Reason. (a) The Executive shall have the right at any time to may terminate his employment with for Good Reason (as defined below) by giving the Company upon not less than Chairman of the Board thirty (30) days prior days’ written notice of termination, stating in reasonable detail the facts and circumstances claimed to provide a basis for such termination. In the event of termination for Good Reason (defined below). For purposes of this Agreement Reason, the Company shall pay and subject provide to the Company’s opportunity to cure as provided Executive the amounts and benefits set forth in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be 6.4 hereof in the result of:manner specified therein.

Termination for Good Reason. The Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination at any time and for Good Reason (defined below)any reason. For purposes of this Agreement and subject to the Company’s 's opportunity to cure as provided in Section 4(c) hereof, the Executive shall have Good Reason "good reason" to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. Executive shall have the right at any time to may terminate his employment with hereunder during the Company upon not less than Term for Good Reason. At least thirty (30) days prior written to any termination for Good Reason, Executive shall deliver to Company a notice of termination which sets forth the provision or provisions of this Section 4.2 relied upon by Executive as the basis for asserting a termination for Good Reason (defined below)Reason. For purposes of this Agreement and subject to Agreement, "Good Reason" shall mean the Company’s opportunity to cure as provided in Section 4(coccurrence of one or more of the following circumstances, without Executive's express written consent, which are not remedied by Company within thirty (30) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result ofdays after receipt of Executive's notice of termination:

Termination for Good Reason. Executive shall have the right at any time to terminate his employment and this Agreement with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:

Termination for Good Reason. Notwithstanding anything in this Section 7 to the contrary, Executive shall have the right at any time to may voluntarily terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject to receive the Company’s opportunity to cure as provided benefits detailed in Section 4(c7.5 (as if there had been a termination by the Company without Cause) hereofupon or within 180 days following the occurrence of an event constituting Good Reason, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be subject to, as applicable, Executive’s execution of the result of:effective release of claims described in Section 7.5.

Termination for Good Reason. The Executive shall have the right may voluntarily terminate his employment for Good Reason at any time to terminate his employment with the Company upon not less than thirty three (303) days months prior written notice of termination for Good Reason (defined below)to the Company. For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereofAgreement, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:"

Termination for Good Reason. Executive shall have the right at any time to may terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination under this Agreement for Good Reason (defined below)by providing written notice to the Company within 90 days of his knowledge of the event constituting Good Reason. For purposes of this Agreement, "Good Reason" shall mean, without Executive's prior written consent, a material diminution or change in Executive's title, reporting structure or position, as described in Section 1 of this Agreement, or a material breach of this Agreement by the Company after Executive has given the Company written notice of such breach and subject to the Company’s opportunity 30 calendar days to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:breach.

Termination for Good Reason. (i) The Executive shall have the right at any time to terminate his employment pursuant to this Agreement for Good Reason by delivering written notice to Good Times stating with particularity the Company Good Reason including the specific facts relied upon and a termination date not less than thirty (30) days prior written notice after the date of termination for delivery of such writing. Good Reason (defined below). For purposes of this Agreement and subject to the Company’s opportunity Times shall have thirty days to cure as provided such Good Reason. If the Executive terminates his employment under this provision in Section 4(c) hereofthe absence of cure by Good Times, Executive shall have Good Reason be entitled to terminate his employment hereunder if the Severance Compensation in the amount and at such termination shall be the result of:time as set forth under Section 7(f).

Termination for Good Reason. (i) Subject to the notice and cure provisions below, Executive shall have the right at any time to may voluntarily terminate his Executive’s employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined belowas hereinafter defined). For purposes of If Executive voluntarily terminates Executive’s employment pursuant to this Agreement Section 4(f), Executive’s entitlement to compensation and benefits shall cease immediately, except that, subject to Executive’s execution of the Company’s opportunity to cure as provided in Section 4(c) hereofRelease within 50 days following the date of termination and non-revocation of the Release and such Release becomes effective within 60 days following the date of termination, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result ofentitled to:

Termination for Good Reason. Notwithstanding anything in this Section 7 to the contrary, Executive shall have the right at any time to may voluntarily terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject to receive the Company’s opportunity to cure as provided benefits detailed in Section 4(c) hereof, Executive shall have 7.4 upon or within 180 days following the occurrence of an event constituting Good Reason to terminate his employment hereunder if such termination shall be the result of:Reason.

Termination for Good Reason. Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) Upon 30 days prior written notice to the Corporation (or such shorter period as may be permitted by the Board of termination for Directors), the Executive may voluntarily terminate the Executive’s employment at any time with Good Reason (defined belowas hereinafter defined). For purposes of If the Executive voluntarily terminates the Executive’s employment pursuant to this Agreement Section 4(f), the Executive’s entitlement to compensation and subject to benefits shall cease immediately, except that the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result ofentitled to:

Termination for Good Reason. The Executive shall have the right at any time to may terminate his employment with the Company prior to the end of the Employment Period for Good Reason (as defined in Section 4.5.2) upon not less than thirty (30) 60 days prior written notice of termination to the Company (or such shorter period as may be permitted by the Board). If the Executive terminates his employment under this Agreement for Good Reason (defined below). For purposes during the Employment Period and prior to a Change in Control or more than two years following a Change in Control, all obligations of the Company under this Agreement and subject to will cease, except that the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall will be the result ofentitled to: