Common use of Termination for Good Reason Clause in Contracts

Termination for Good Reason. You may terminate your employment under this Agreement for Good Reason by giving the CEO 30 calendar days' written notice of your intent to so terminate which sets forth in reasonable detail the facts and circumstances deemed to provide a basis for such termination. You must continue in the active employ of Genuity for this 30-day notice period. For purposes of this Agreement, "Good Reason" shall mean a change in your principal work location that is initiated by Genuity and that causes the distance between your new principal work location and your principal residence to be at least 50 miles greater than the distance between your previous principal work location and your principal residence; a material reduction in compensation opportunities (base plus bonus opportunities as compared to the compensation of similarly situated senior executives of Genuity); diminution in your responsibilities; or your receipt of a Non-Renewal Notice. Notwithstanding the foregoing, Genuity will have 15 calendar days from its receipt of such notice to cure the action specified in the notice. In the event of a cure by Genuity within the 15-day period, the action in question will not constitute Good Reason. Except as provided in the preceding paragraph, upon the lapse of the 30 calendar days' notice period, the Good Reason termination will take effect, and your obligation to serve Genuity, and Genuity's obligation to employ you, under the terms of this Agreement will terminate simultaneously, and you will be deemed to have incurred an Involuntary Termination, with the consequences described above in the Section captioned "Involuntary Termination by Genuity." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"), the resulting termination of employment will be deemed a Voluntary Termination.

Termination for Good Reason. You Any termination by Executive of this Agreement pursuant to this Section shall be deemed a termination by Executive for “good reason.” Executive may terminate your employment under this Agreement for Good Reason good reason any time after a Change of Control in accordance with any of the following (with the further agreement that any election by giving Executive to not terminate this Agreement pursuant to this Section following a particular Change of Control shall not prevent the CEO 30 calendar days' application of this Section to a subsequent Change of Control): (a) Executive may terminate this Agreement upon thirty days prior written notice if Executive’s base salary, as provided hereunder, is diminished; (b) Executive may terminate this Agreement upon thirty days prior written notice if Employer requires that Executive move to a city other than Austin; (c) Executive may terminate this Agreement upon thirty days prior written notice if the Board or any Authorized Board Designee materially and unreasonably interferes with Executive’s ability to fulfill Executive’s job duties; or (d) Executive may terminate this Agreement upon thirty days prior written notice if Executive is reassigned to a position with diminished responsibilities, or Executive’s job responsibilities are materially narrowed or diminished. Without limiting the provisions of your intent to so terminate which sets forth in reasonable detail the facts and circumstances deemed to provide a basis for such termination. You must continue in the active employ Section 1.8 hereof, Executive agrees that Employer can relieve Executive of Genuity for this 30-day notice period. For purposes of this Agreement, "Good Reason" shall mean a change in your principal work location that is initiated by Genuity and that causes the distance between your new principal work location and your principal residence to be at least 50 miles greater than the distance between your previous principal work location and your principal residence; a material reduction in compensation opportunities (base plus bonus opportunities as compared Executive’s duties hereunder prior to the compensation of similarly situated senior executives of Genuity); diminution in your responsibilities; or your receipt of a Non-Renewal Notice. Notwithstanding the foregoing, Genuity will have 15 calendar days from its receipt of such notice to cure the action specified in the notice. In the event of a cure by Genuity within the 15-day period, the action in question will not constitute Good Reason. Except as provided in the preceding paragraph, upon the lapse end of the 30 calendar days' applicable notice period, the Good Reason termination will take effectperiod provided for in this Section, and your obligation in such event, Executive shall not thereafter be entitled to serve Genuityany of the benefits or salary described in Article III hereof. Furthermore, and Genuity's obligation to employ you, under if the terms term of this Agreement will terminate simultaneouslyexpires pursuant to Section 1.1 prior to the end of any notice period otherwise required under this Section, then the applicable notice period does not apply and you will notice may be deemed given at any time prior to have incurred an Involuntary Termination, with the consequences described above in the expiration pursuant to Section captioned "Involuntary Termination by Genuity1.1." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"), the resulting termination of employment will be deemed a Voluntary Termination.

Termination for Good Reason. You Employee may terminate your his employment under this Agreement at any time during the Term for “Good Reason by giving Reason” as of a date at least 30 days after the CEO 30 calendar days' date a written notice of your intent such termination is delivered by Employee to so terminate which sets forth in reasonable detail Employer but within two years after the facts and circumstances deemed to provide a basis for such termination. You must continue in initial existence of the active employ of Genuity for this 30-day condition constituting Good Reason, unless the condition constituting Good Reason is fully corrected within 30 days after Employee gives Employer written notice periodthereof. For purposes of this Agreement, "“Good Reason" ” shall mean a change be deemed to exist if, and only if, without Employee’s express written consent: (i) Employer shall assign to Employee authorities (including officer titles), duties or responsibilities that are inconsistent in your any material and adverse respect with Employee’s current authorities, duties or responsibilities with Employer (including any material and adverse diminution of such authorities, duties or responsibilities); (ii) Employer shall materially reduce the base compensation and benefits package of Employee; (iii) Employer shall require Employee to relocate his principal work location business office or his principal place of residence outside the Chicago metropolitan area, or assign to Employee duties that is initiated by Genuity and that causes the distance between your new principal work location and your principal residence to be at least 50 miles greater than the distance between your previous principal work location and your principal residence; a material reduction would reasonably require such relocation; (iv) Employer shall terminate, reduce or limit Employee’s participation in compensation opportunities (base plus any bonus opportunities as compared or incentive arrangement, Benefit Plan or Insurance Plan relative to the compensation level of similarly situated participation of other senior executives of Genuity); diminution in your responsibilities; or your receipt similar rank, based upon an arbitrary decision of Employer rather than a Non-Renewal Notice. Notwithstanding decision reasonably related to the foregoinglevel of job performance of Employee, Genuity will have 15 calendar days from its receipt of provided, however, that such notice action with respect to cure Employee’s participation shall only constitute Good Reason under this Agreement if the action specified results in materially reducing the notice. In the event aggregate value of a cure by Genuity within the 15-day period, the action in question will not constitute Good Reason. Except Employee’s incentive compensation and benefits below their aggregate value as provided in the preceding paragraph, upon the lapse of the 30 calendar days' notice period, the Good Reason termination will take effect, and your obligation to serve Genuity, and Genuity's obligation to employ you, under date hereof; or (v) Employer shall materially breach any of the terms of this Agreement. A termination of Employee’s employment for Good Reason shall be effectuated by giving Employer written notice of the termination within sixty (60) days of the event constituting Good Reason, setting forth in reasonable detail the specific conduct of Employer that constitutes Good Reason and the specific provisions of this Agreement will on which Employee relies. Notwithstanding anything herein to the contrary, if Employee shall terminate simultaneously, and you will be deemed to have incurred an Involuntary Termination, with the consequences described above in the Section captioned "Involuntary Termination by Genuity." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination his employment for Good Reason"), Employer shall pay to Employee his accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination or the date immediately prior to Employer’s actions described in subsections (ii) and (iv) above, whichever is greater) through the date of termination, the resulting termination of employment will be deemed a Voluntary TerminationPro-Rated Bonus and the Severance Benefits on the same terms and subject to the same conditions as described in Paragraph 5(b).

Termination for Good Reason. You may Executive is entitled to terminate your employment under this Agreement for Good Reason by giving “good reason,” with thirty days prior written notice, upon any of the CEO 30 calendar days' written notice following occurrences: (a) Within two months following any Change of your intent to so Control, Executive may terminate which sets forth in reasonable detail the facts and circumstances deemed to provide a basis for such termination. You must continue in the active employ of Genuity for this 30-day notice period. For purposes of this Agreement, "Good Reason" shall mean a change in your principal work location for any or no reason, provided that is initiated by Genuity and that causes the distance between your new principal work location and your principal residence to notice of termination cannot be at least 50 miles greater than the distance between your previous principal work location and your principal residence; a material reduction in compensation opportunities (base plus bonus opportunities as compared given prior to the compensation consummation of similarly situated senior executives the Change of Genuity)Control;; (b) Executive may terminate this Agreement if Executive’s base salary, as provided hereunder, is diminished; (c) Executive may terminate this Agreement if Employer requires that Executive move to a city other than Austin; (d) Executive may terminate this Agreement if the Board or any Authorized Board Designee materially and unreasonably interferes with Executive’s ability to fulfill Executive’s job duties; diminution or (e) Executive may terminate this Agreement if Executive is reassigned to a position with diminished responsibilities, or Executive’s job responsibilities are materially narrowed or diminished. Without limiting the provisions of Section 1.8 hereof, Executive agrees that Employer can relieve Executive of Executive’s duties hereunder prior to the end of the applicable notice period provided for in your responsibilities; this Section, and in such event, Executive shall not thereafter be entitled to any of the benefits or your receipt salary described in Article III hereof. Furthermore, if the term of a Nonthis Agreement expires upon notice of non-Renewal Noticerenewal given pursuant to Section 1.2 prior to the end of any notice period otherwise required under this Section, then the applicable notice period required under this Section does not apply and notice may be given at any time prior to such expiration. Notwithstanding If Employer does not relieve Executive of Executive’s duties during any applicable notice period under this Section, and the foregoingapplicable notice period extends beyond the expiration of the term of this Agreement pursuant to Section 1.2, Genuity will have 15 calendar days from its receipt then the terms and provisions of this Agreement shall govern Executive’s employment by Employer until the end of such notice to cure the action specified in the notice. In the event of a cure by Genuity within the 15-day period, and the action in question will not constitute Good Reason. Except as provided in the preceding paragraph, upon the lapse of the 30 calendar days' notice period, the Good Reason termination will take effect, and your obligation to serve Genuity, and Genuity's obligation to employ you, under the terms term of this Agreement will terminate simultaneously, and you will shall be deemed to have incurred an Involuntary Termination, with automatically extended until the consequences described above in the Section captioned "Involuntary Termination by Genuityend of such notice period." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"), the resulting termination of employment will be deemed a Voluntary Termination.

Termination for Good Reason. You may Executive is entitled to terminate your employment under this Agreement for Good Reason by giving "good reason," with thirty days prior written notice, upon any of the CEO 30 calendar days' written notice following occurrences: (a) Within two months following any Change of your intent to so Control, Executive may terminate which sets forth in reasonable detail the facts and circumstances deemed to provide a basis for such termination. You must continue in the active employ of Genuity for this 30-day notice period. For purposes of this Agreement, "Good Reason" shall mean a change in your principal work location for any or no reason, provided that is initiated by Genuity and that causes the distance between your new principal work location and your principal residence to notice of termination cannot be at least 50 miles greater than the distance between your previous principal work location and your principal residence; a material reduction in compensation opportunities (base plus bonus opportunities as compared given prior to the compensation consummation of similarly situated senior executives the Change of Genuity)Control; (b) Executive may terminate this Agreement if Executive’s base salary, as provided hereunder, is diminished; (c) Executive may terminate this Agreement if Employer requires that Executive move to a city other than Austin; (d) Executive may terminate this Agreement if the Board or any Authorized Board Designee materially and unreasonably interferes with Executive’s ability to fulfill Executive’s job duties; diminution or (e) Executive may terminate this Agreement if Executive is reassigned to a position with diminished responsibilities, or Executive’s job responsibilities are materially narrowed or diminished. Without limiting the provisions of Section 1.8 hereof, Executive agrees that Employer can relieve Executive of Executive’s duties hereunder prior to the end of the applicable notice period provided for in your responsibilities; this Section, and in such event, Executive shall not thereafter be entitled to any of the benefits or your receipt salary described in Article III hereof. Furthermore, if the term of a Nonthis Agreement expires upon notice of non-Renewal Noticerenewal given pursuant to Section 1.2 prior to the end of any notice period otherwise required under this Section, then the applicable notice period required under this Section does not apply and notice may be given at any time prior to such expiration. Notwithstanding If Employer does not relieve Executive of Executive’s duties during any applicable notice period under this Section, and the foregoingapplicable notice period extends beyond the expiration of the term of this Agreement pursuant to Section 1.2, Genuity will have 15 calendar days from its receipt then the terms and provisions of this Agreement shall govern Executive’s employment by Employer until the end of such notice to cure the action specified in the notice. In the event of a cure by Genuity within the 15-day period, and the action in question will not constitute Good Reason. Except as provided in the preceding paragraph, upon the lapse of the 30 calendar days' notice period, the Good Reason termination will take effect, and your obligation to serve Genuity, and Genuity's obligation to employ you, under the terms term of this Agreement will terminate simultaneously, and you will shall be deemed to have incurred an Involuntary Termination, with automatically extended until the consequences described above in the Section captioned "Involuntary Termination by Genuityend of such notice period." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"), the resulting termination of employment will be deemed a Voluntary Termination.

Termination for Good Reason. You Any termination by Executive of this Agreement pursuant to this Section shall be deemed a termination by Executive for “good reason.” Executive may terminate your employment under this Agreement for Good Reason good reason any time after a Change of Control in accordance with any of the following (with the further agreement that any election by giving Executive to not terminate this Agreement pursuant to this Section following a particular Change of Control shall not prevent the CEO 30 calendar application of this Section to a subsequent Change of Control): (a) Executive may terminate this Agreement for any or no reason upon six months’ prior written notice, which notice cannot be given before the consummation of such Change of Control or after the expiration of the term of this Agreement pursuant to Section 1.1; (b) Executive may terminate this Agreement upon thirty days' ’ prior written notice of your intent if Executive’s base salary, as provided hereunder, is diminished; (c) Executive may terminate this Agreement upon thirty days’ prior written notice if Employer requires that Executive move to so a city other than Austin; (d) Executive may terminate which sets forth in reasonable detail this Agreement upon thirty days’ prior written notice if the facts and circumstances deemed Board or any person authorized to provide a basis act by the Board (for such termination. You must continue in the active employ of Genuity for this 30-day notice period. For purposes of this Agreement, "Good Reason" shall mean any such authorized person is referred to as an “Authorized Board Designee”) materially and unreasonably interferes with Executive’s ability to fulfill Executive’s job duties; or (e) Executive may terminate this Agreement upon thirty days’ prior written notice if Executive is reassigned to a change in your principal work location position with diminished responsibilities, or Executive’s job responsibilities are materially narrowed or diminished. Without limiting the provisions of Section 1.8 hereof, Executive agrees that is initiated by Genuity and that causes the distance between your new principal work location and your principal residence to be at least 50 miles greater than the distance between your previous principal work location and your principal residence; a material reduction in compensation opportunities (base plus bonus opportunities as compared Employer can relieve Executive of Executive’s duties hereunder prior to the compensation of similarly situated senior executives of Genuity); diminution in your responsibilities; or your receipt of a Non-Renewal Notice. Notwithstanding the foregoing, Genuity will have 15 calendar days from its receipt of such notice to cure the action specified in the notice. In the event of a cure by Genuity within the 15-day period, the action in question will not constitute Good Reason. Except as provided in the preceding paragraph, upon the lapse end of the 30 calendar days' applicable notice periodperiod provided for in this Section and, in such event, Executive shall not thereafter be entitled to any of the Good Reason termination will take effectbenefits or salary described in Article III hereof. Furthermore, and your obligation to serve Genuity, and Genuity's obligation to employ you, under if the terms term of this Agreement will terminate simultaneouslyexpires pursuant to Section 1.1 prior to the end of any notice period otherwise required under this Section, then the applicable notice period does not apply and you will notice may be deemed given at any time prior to have incurred an Involuntary Termination, with the consequences described above in the expiration pursuant to Section captioned "Involuntary Termination by Genuity1.1." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"), the resulting termination of employment will be deemed a Voluntary Termination.

Termination for Good Reason. You Any termination by Executive of this Agreement pursuant to this Section shall be deemed a termination by Executive for "good reason". Executive may terminate your employment under this Agreement for Good Reason good reason any time after a Change of Control or, if Executive is employed by giving the CEO 30 calendar days' written notice an affiliate of your intent to so terminate which sets forth in reasonable detail the facts and circumstances deemed to provide a basis for such termination. You must continue in the active employ of Genuity for this 30-day notice period. For purposes of this AgreementAmerican Physicians Service Group, Inc. ("Good Reason" shall mean a change in your principal work location APSG") , after that affiliate is initiated by Genuity and that causes the distance between your new principal work location and your principal residence sold, merged, or otherwise ceases to be at least 50 miles greater than controlled by APSG. (a) Executive may terminate this Agreement for any or no reason upon six months prior written notice, which notice cannot be given before the distance between your previous principal work location and your principal residence; a material reduction in compensation opportunities (base plus bonus opportunities as compared to the compensation of similarly situated senior executives of Genuity); diminution in your responsibilities; or your receipt of a Non-Renewal Notice. Notwithstanding the foregoing, Genuity will have 15 calendar days from its receipt consummation of such notice to cure Change of Control or loss of affiliate control by APSG, or after the action specified in the notice. In the event of a cure by Genuity within the 15-day period, the action in question will not constitute Good Reason. Except as provided in the preceding paragraph, upon the lapse expiration of the 30 calendar days' notice period, the Good Reason termination will take effect, and your obligation to serve Genuity, and Genuity's obligation to employ you, under the terms term of this Agreement will pursuant to Section 1.1; (b) Executive may terminate simultaneouslythis Agreement upon thirty days prior written notice if Executive's base salary, as provided hereunder, is diminished; (c) Executive may terminate this Agreement upon thirty days prior written notice if Employer requires that Executive move to a city other than Austin or moves his workplace to a location that would require executive to commute more than 30 miles each way from his current residence; (d) Executive may terminate this Agreement upon thirty days prior written notice if the Board or any Authorized Board Designee materially and you will be deemed unreasonably interferes with Executive's ability to have incurred an Involuntary Terminationfulfill Executive's job duties; or (e) Executive may terminate this Agreement upon thirty days prior written notice if Executive is reassigned to a position with diminished responsibilities, with the consequences described above in the Section captioned "Involuntary Termination by Genuityor Executive's job responsibilities are materially narrowed or diminished." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"), the resulting termination of employment will be deemed a Voluntary Termination.

Termination for Good Reason. You may Executive is entitled to terminate your employment under this Agreement for Good Reason by giving “good reason,” with thirty days prior written notice, upon any of the CEO 30 calendar days' written notice following occurrences: (a) Within six months following any Change of your intent to so Control, Executive may terminate which sets forth in reasonable detail the facts and circumstances deemed to provide a basis for such termination. You must continue in the active employ of Genuity for this 30-day notice period. For purposes of this Agreement, "Good Reason" shall mean a change in your principal work location for any or no reason, provided that is initiated by Genuity and that causes the distance between your new principal work location and your principal residence to notice of termination cannot be at least 50 miles greater than the distance between your previous principal work location and your principal residence; a material reduction in compensation opportunities (base plus bonus opportunities as compared given prior to the compensation consummation of similarly situated senior executives the Change of Genuity)Control; (b) Executive may terminate this Agreement if Executive’s base salary, as provided hereunder, is diminished; (c) Executive may terminate this Agreement if Employer requires that Executive move outside of the Greater Austin metropolitan area; (d) Executive may terminate this Agreement if the Board or any Authorized Board Designee materially and unreasonably interferes with Executive’s ability to fulfill Executive’s job duties; diminution or (e) Executive may terminate this Agreement if Executive is reassigned to a position with materially diminished responsibilities, or Executive’s job responsibilities are materially narrowed or diminished. Without limiting the provisions of Section 1.8 hereof, Executive agrees that Employer can relieve Executive of Executive’s duties hereunder prior to the end of the applicable notice period provided for in your responsibilities; this Section, and in such event, Executive shall not thereafter be entitled to any of the benefits or your receipt salary described in Article III hereof. Furthermore, if the term of a Nonthis Agreement expires upon notice of non-Renewal Noticerenewal given pursuant to Section 1.2 prior to the end of any notice period otherwise required under this Section, then the applicable notice period required under this Section does not apply and notice may be given at any time prior to such expiration. Notwithstanding If Employer does not relieve Executive of Executive’s duties during any applicable notice period under this Section, and the foregoingapplicable notice period extends beyond the expiration of the term of this Agreement pursuant to Section 1.2, Genuity will have 15 calendar days from its receipt then the terms and provisions of this Agreement shall govern Executive’s employment by Employer until the end of such notice to cure the action specified in the notice. In the event of a cure by Genuity within the 15-day period, and the action in question will not constitute Good Reason. Except as provided in the preceding paragraph, upon the lapse of the 30 calendar days' notice period, the Good Reason termination will take effect, and your obligation to serve Genuity, and Genuity's obligation to employ you, under the terms term of this Agreement will terminate simultaneously, and you will shall be deemed to have incurred an Involuntary Termination, with automatically extended until the consequences described above in the Section captioned "Involuntary Termination by Genuityend of such notice period." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"), the resulting termination of employment will be deemed a Voluntary Termination.

Termination for Good Reason. You Any termination by Executive of this Agreement pursuant to this Section shall be deemed a termination by Executive for “good reason”. Executive may terminate your employment under this Agreement for Good Reason good reason any time after a Change of Control in accordance with any of the following (with the further agreement that any election by giving Executive to not terminate this Agreement pursuant to this Section following a particular Change of Control shall not prevent the CEO 30 calendar application of this Section to a subsequent Change of Control): (a) Executive may terminate this Agreement for any or no reason upon six months prior written notice, which notice cannot be given before the consummation of such Change of Control or after the expiration of the term of this Agreement pursuant to Section 1.1; (b) Executive may terminate this Agreement upon thirty days' ’ prior written notice of your intent if Executive’s base salary, as provided hereunder, is diminished; (c) Executive may terminate this Agreement upon thirty days’ prior written notice if Employer requires that Executive move to so a city other than Austin; (d) Executive may terminate which sets forth in reasonable detail this Agreement upon thirty days’ prior written notice if the facts and circumstances deemed Board or any person authorized to provide a basis act by the Board (for such termination. You must continue in the active employ of Genuity for this 30-day notice period. For purposes of this Agreement, "Good Reason" shall mean any such authorized person is referred to as an “Authorized Board Designee”) materially and unreasonably interferes with Executive’s ability to fulfill Executive’s job duties; or (e) Executive may terminate this Agreement upon thirty days’ prior written notice if Executive is reassigned to a change in your principal work location position with diminished responsibilities, or Executive’s job responsibilities are materially narrowed or diminished. Without limiting the provisions of Section 1.8 hereof, Executive agrees that is initiated by Genuity and that causes the distance between your new principal work location and your principal residence to be at least 50 miles greater than the distance between your previous principal work location and your principal residence; a material reduction in compensation opportunities (base plus bonus opportunities as compared Employer can relieve Executive of Executive’s duties hereunder prior to the compensation of similarly situated senior executives of Genuity); diminution in your responsibilities; or your receipt of a Non-Renewal Notice. Notwithstanding the foregoing, Genuity will have 15 calendar days from its receipt of such notice to cure the action specified in the notice. In the event of a cure by Genuity within the 15-day period, the action in question will not constitute Good Reason. Except as provided in the preceding paragraph, upon the lapse end of the 30 calendar days' applicable notice period, the Good Reason termination will take effectperiod provided for in this Section, and your obligation in such event, Executive shall not thereafter be entitled to serve Genuityany of the benefits or salary described in Article III hereof. Furthermore, and Genuity's obligation to employ you, under if the terms term of this Agreement will terminate simultaneouslyexpires pursuant to Section 1.1 prior to the end of any notice period otherwise required under this Section, then the applicable notice period does not apply and you will notice may be deemed given at any time prior to have incurred an Involuntary Termination, with the consequences described above in the expiration pursuant to Section captioned "Involuntary Termination by Genuity1.1." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"), the resulting termination of employment will be deemed a Voluntary Termination.

Termination for Good Reason. You Any termination by Executive of this Agreement pursuant to this Section shall be deemed a termination by Executive for “good reason.” Executive may terminate your employment under this Agreement for Good Reason good reason any time after a Change of Control in accordance with any of the following (with the further agreement that any election by giving Executive to not terminate this Agreement pursuant to this Section following a particular Change of Control shall not prevent the CEO 30 calendar application of this Section to a subsequent Change of Control): (a) Within six months after the effective date of a Change of Control, Executive may terminate this Agreement for any or no reason upon ninety days' ’ prior written notice, which notice cannot be given before the consummation of such Change of Control or after the expiration of the term of this Agreement pursuant to Section 1.1; (b) Executive may terminate this Agreement upon thirty days’ prior written notice of your intent if Executive’s base salary, as provided hereunder, is diminished; (c) Executive may terminate this Agreement upon thirty days’ prior written notice if Employer requires that Executive move to so a city other than Austin; (d) Executive may terminate which sets forth in reasonable detail this Agreement upon thirty days’ prior written notice if the facts and circumstances deemed Board or any person authorized to provide a basis act by the Board (for such termination. You must continue in the active employ of Genuity for this 30-day notice period. For purposes of this Agreement, "Good Reason" shall mean any such authorized person is referred to as an “Authorized Board Designee”) materially and unreasonably interferes with Executive’s ability to fulfill Executive’s job duties; or (e) Executive may terminate this Agreement upon thirty days’ prior written notice if Executive is reassigned to a change in your principal work location that position with diminished responsibilities, or Executive’s job responsibilities are materially narrowed or diminished, including, without limitation, the failure of any successor to or acquiror of Employer, upon a Change of Control or otherwise, to assign Executive to the position of President and Chief Operating Officer of such successor or acquiror, or if such successor or acquiror is initiated by Genuity and that causes the distance between your new principal work location and your principal residence to be a subsidiary of at least 50 miles greater than one other entity, of the distance between your previous principal work location and your principal residence; a material reduction in compensation opportunities (base plus bonus opportunities as compared ultimate parent of such successor or acquiror. Without limiting the provisions of Section 1.8 hereof, Executive agrees that Employer can relieve Executive of Executive’s duties hereunder prior to the compensation end of similarly situated senior executives the applicable notice period provided for in this Section, and in such event, Executive shall not thereafter be entitled to any of Genuitythe benefits or salary described in Article III hereof. Furthermore, if the term of this Agreement expires pursuant to Section 1.1 prior to the end of any notice period otherwise required under this Section, then the applicable notice period does not apply and notice may be given at any time prior to expiration pursuant to Section 1.1. With respect to a notice of termination by Executive pursuant to Section 1.5(b); diminution in your responsibilities; , (c), (d) or your receipt of a Non-Renewal Notice. Notwithstanding the foregoing(e), Genuity will Employer shall have 15 calendar ten days from its receipt of after such notice to cure the action specified cause for termination. If fully cured within such ten days in all respects, Executive will no longer have the notice. In the event right to terminate on such basis; provided this shall not preclude Executive from terminating Executive’s employment under any of a cure by Genuity within the 15-day period, the action in question will not constitute Good Reason. Except as provided in the preceding paragraph, upon the lapse of the 30 calendar days' notice period, the Good Reason termination will take effect, and your obligation to serve Genuity, and Genuity's obligation to employ you, under the terms of this Agreement will terminate simultaneously, and you will be deemed to have incurred an Involuntary Termination, with the consequences described above in the Section captioned "Involuntary Termination by Genuity." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"Sections 1.5(b), the resulting termination of employment will be deemed a Voluntary Termination(c), (d) or (e) at any future time.

Termination for Good Reason. You Any termination by Consultant of this Agreement pursuant to this Section shall be deemed a termination by Consultant for "good reason". Consultant may terminate your employment under this Agreement for Good Reason good reason any time after a Change of Control in accordance with any of the following (with the further agreement that any election by giving Consultant to not terminate this Agreement pursuant to this Section following a particular Change of Control shall not prevent the CEO 30 calendar days' application of this Section to a subsequent Change of Control): (a) Consultant may terminate this Agreement for any or no reason upon six months prior written notice, which notice cannot be given before the consummation of such Change of Control or after the expiration of the term of this Agreement pursuant to Section 1.1; (b) Consultant may terminate this Agreement upon thirty days prior written notice of your intent if Consultant's base compensation, as provided hereunder, is diminished; (c) Consultant may terminate this Agreement upon thirty days prior written notice if APSIS requires that Consultant move to so a city other than Austin, Texas or Locust, New Jersey; (d) Consultant may terminate which sets forth in reasonable detail this Agreement upon thirty days prior written notice if the facts and circumstances deemed Board or any person authorized to provide a basis act by the Board (for such termination. You must continue in the active employ of Genuity for this 30-day notice period. For purposes of this Agreement, any such authorized person is referred to as an "Good Reason" shall mean Authorized Board Designee") materially and unreasonably interferes with Consultant's ability to fulfill Consultant's responsibilities hereunder; or (e) Consultant may terminate this Agreement upon thirty days prior written notice if Consultant is reassigned to a change in your principal work location position with diminished responsibilities, or Consultant's responsibilities hereunder are materially narrowed or diminished. Without limiting the provisions of Section 1.8 hereof, Consultant agrees that is initiated by Genuity and that causes the distance between your new principal work location and your principal residence to be at least 50 miles greater than the distance between your previous principal work location and your principal residence; a material reduction in compensation opportunities (base plus bonus opportunities as compared APSIS can relieve Consultant of Consultant's obligations hereunder prior to the compensation of similarly situated senior executives of Genuity); diminution in your responsibilities; or your receipt of a Non-Renewal Notice. Notwithstanding the foregoing, Genuity will have 15 calendar days from its receipt of such notice to cure the action specified in the notice. In the event of a cure by Genuity within the 15-day period, the action in question will not constitute Good Reason. Except as provided in the preceding paragraph, upon the lapse end of the 30 calendar days' applicable notice period, the Good Reason termination will take effectperiod provided for in this Section, and your obligation in such event, Consultant shall not thereafter be entitled to serve Genuityany of the benefits or compensation described in Article III hereof. Furthermore, and Genuity's obligation to employ you, under if the terms term of this Agreement will terminate simultaneouslyexpires pursuant to Section 1.1 prior to the end of any notice period otherwise required under this Section, then the applicable notice period does not apply and you will notice may be deemed given at any time prior to have incurred an Involuntary Termination, with the consequences described above in the expiration pursuant to Section captioned "Involuntary Termination by Genuity1.1." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"), the resulting termination of employment will be deemed a Voluntary Termination.

Termination for Good Reason. You Any termination by Executive of this Agreement pursuant to this Section shall be deemed a termination by Executive for "good reason". Executive may terminate your employment under this Agreement for Good Reason good reason any time after a Change of Control in accordance with any of the following (with the further agreement that any election by giving Executive to not terminate this Agreement pursuant to this Section following a particular Change of Control shall not prevent the CEO 30 calendar days' written notice of your intent to so terminate which sets forth in reasonable detail the facts and circumstances deemed to provide a basis for such termination. You must continue in the active employ of Genuity for this 30-day notice period. For purposes application of this AgreementSection to a subsequent Change of Control): (a) Executive may terminate this Agreement for any or no reason upon six months prior written notice, "Good Reason" shall mean a change in your principal work location that is initiated by Genuity and that causes which notice cannot be given before the distance between your new principal work location and your principal residence to be at least 50 miles greater than the distance between your previous principal work location and your principal residence; a material reduction in compensation opportunities (base plus bonus opportunities as compared to the compensation of similarly situated senior executives of Genuity); diminution in your responsibilities; or your receipt of a Non-Renewal Notice. Notwithstanding the foregoing, Genuity will have 15 calendar days from its receipt consummation of such notice to cure Change of Control or after the action specified in the notice. In the event of a cure by Genuity within the 15-day period, the action in question will not constitute Good Reason. Except as provided in the preceding paragraph, upon the lapse expiration of the 30 calendar days' notice period, the Good Reason termination will take effect, and your obligation to serve Genuity, and Genuity's obligation to employ you, under the terms term of this Agreement will pursuant to Section 1.1; (b) Executive may terminate simultaneouslythis Agreement upon thirty days prior written notice if Executive's base salary, as provided hereunder, is diminished; (c) Executive may terminate this Agreement upon thirty days prior written notice if Employer requires that Executive move to a city other than Austin; (d) Executive may terminate this Agreement upon thirty days prior written notice if the Board or any Authorized Board Designee materially and unreasonably interferes with Executive's ability to fulfill Executive's job duties; or (e) Executive may terminate this Agreement upon thirty days prior written notice if Executive is reassigned to a position with diminished responsibilities, or Executive's job responsibilities are materially narrowed or diminished. Without limiting the provisions of Section 1.8 hereof, Executive agrees that Employer can relieve Executive of Executive's duties hereunder prior to the end of the applicable notice period provided for in this Section, and you will in such event, Executive shall not thereafter be deemed entitled to have incurred an Involuntary Terminationany of the benefits or salary described in Article III hereof. Furthermore, with if the consequences described above in term of this Agreement expires pursuant to Section 1.1 prior to the end of any notice period otherwise required under this Section, then the applicable notice period does not apply and notice may be given at any time prior to expiration pursuant to Section captioned "Involuntary Termination by Genuity1.1." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"), the resulting termination of employment will be deemed a Voluntary Termination.

Termination for Good Reason. You may Executive is entitled to terminate your employment under this Agreement for Good Reason by giving “good reason,” with thirty days prior written notice, upon any of the CEO 30 calendar days' written notice following occurrences: (a) Within six months following any Change of your intent to so Control, Executive may terminate which sets forth in reasonable detail the facts and circumstances deemed to provide a basis for such termination. You must continue in the active employ of Genuity for this 30-day notice period. For purposes of this Agreement, "Good Reason" shall mean a change in your principal work location for any or no reason, provided that is initiated by Genuity and that causes the distance between your new principal work location and your principal residence to (i) notice of termination cannot be at least 50 miles greater than the distance between your previous principal work location and your principal residence; a material reduction in compensation opportunities (base plus bonus opportunities as compared given prior to the compensation consummation of similarly situated senior executives the Change of Genuity)Control; diminution and (ii) this clause (a) will not apply in your the event the applicable Change of Control transaction was approved by the Board before consummation and ▇▇▇▇ ▇. ▇▇▇▇▇▇ did not vote as a Board member in opposition thereto; (b) Executive may terminate this Agreement if Executive’s base salary, as provided hereunder, is diminished; (c) Executive may terminate this Agreement if Employer requires that Executive move to a city other than Austin; (d) Executive may terminate this Agreement if the Board or any Authorized Board Designee materially and unreasonably interferes with Executive’s ability to fulfill Executive’s job duties; or (e) Executive may terminate this Agreement if Executive is reassigned to a position with diminished responsibilities; , or your receipt Executive’s job responsibilities are materially narrowed or diminished. Without limiting the provisions of a NonSection 1.8 hereof, Executive agrees that Employer can relieve Executive of Executive’s duties hereunder prior to the end of the applicable notice period provided for in this Section, and in such event, Executive shall not thereafter be entitled to any of the benefits or salary described in Article III hereof. Furthermore, if the term of this Agreement expires upon notice of non-Renewal Noticerenewal given pursuant to Section 1.2 prior to the end of any notice period otherwise required under this Section, then the applicable notice period required under this Section does not apply and notice may be given at any time prior to such expiration. Notwithstanding If Employer does not relieve Executive of Executive’s duties during any applicable notice period under this Section, and the foregoingapplicable notice period extends beyond the expiration of the term of this Agreement pursuant to Section 1.2, Genuity will have 15 calendar days from its receipt then the terms and provisions of this Agreement shall govern Executive’s employment by Employer until the end of such notice to cure the action specified in the notice. In the event of a cure by Genuity within the 15-day period, and the action in question will not constitute Good Reason. Except as provided in the preceding paragraph, upon the lapse of the 30 calendar days' notice period, the Good Reason termination will take effect, and your obligation to serve Genuity, and Genuity's obligation to employ you, under the terms term of this Agreement will terminate simultaneously, and you will shall be deemed to have incurred an Involuntary Termination, with automatically extended until the consequences described above in the Section captioned "Involuntary Termination by Genuityend of such notice period." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"), the resulting termination of employment will be deemed a Voluntary Termination.

Termination for Good Reason. You Any termination by Executive of this Agreement pursuant to this Section shall be deemed a termination by Executive for “good reason.” Executive may terminate your employment under this Agreement for Good Reason good reason any time after a Change of Control in accordance with any of the following (with the further agreement that any election by giving Executive to not terminate this Agreement pursuant to this Section following a particular Change of Control shall not prevent the CEO 30 calendar days' written notice of your intent to so terminate which sets forth in reasonable detail the facts and circumstances deemed to provide a basis for such termination. You must continue in the active employ of Genuity for this 30-day notice period. For purposes application of this AgreementSection to a subsequent Change of Control): (a) Executive may terminate this Agreement for any or no reason upon six months’ prior written notice, "Good Reason" shall mean a change in your principal work location that is initiated by Genuity and that causes which notice cannot be given before the distance between your new principal work location and your principal residence to be at least 50 miles greater than the distance between your previous principal work location and your principal residence; a material reduction in compensation opportunities (base plus bonus opportunities as compared to the compensation of similarly situated senior executives of Genuity); diminution in your responsibilities; or your receipt of a Non-Renewal Notice. Notwithstanding the foregoing, Genuity will have 15 calendar days from its receipt consummation of such notice to cure Change of Control or after the action specified in the notice. In the event of a cure by Genuity within the 15-day period, the action in question will not constitute Good Reason. Except as provided in the preceding paragraph, upon the lapse expiration of the 30 calendar days' notice period, the Good Reason termination will take effect, and your obligation to serve Genuity, and Genuity's obligation to employ you, under the terms term of this Agreement will pursuant to Section 1.1; (b) Executive may terminate simultaneouslythis Agreement upon thirty days’ prior written notice if Executive’s base salary is diminished, other than as provided for herein; (c) Executive may terminate this Agreement upon thirty days’ prior written notice if Employer requires that Executive move to a city other than Austin; (d) Executive may terminate this Agreement upon thirty days’ prior written notice if the Board or any Authorized Board Designee materially and you will be deemed unreasonably interferes with Executive’s ability to have incurred an Involuntary Terminationfulfill Executive’s job duties; or (e) Executive may terminate this Agreement upon thirty days’ prior written notice if, other than as provided herein, Executive is reassigned to a position with diminished responsibilities, or Executive’s job responsibilities are materially narrowed or diminished. Without limiting the consequences described above provisions of Section 1.8 hereof, Executive agrees that Employer can relieve Executive of Executive’s duties hereunder prior to the end of the applicable notice period provided for in the Section captioned "Involuntary Termination by Genuity." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason")and, in such event, Executive shall not thereafter be entitled to any of the resulting termination benefits or salary described in Article III hereof. Furthermore, if the term of employment will this Agreement expires pursuant to Section 1.1 prior to the end of any notice period otherwise required under this Section, then the applicable notice period does not apply and notice may be deemed a Voluntary Terminationgiven at any time prior to expiration pursuant to Section 1.1.

Termination for Good Reason. You may Executive is entitled to terminate your employment under this Agreement for Good Reason by giving “good reason,” with thirty days prior written notice, upon any of the CEO 30 calendar days' written notice following occurrences: (a) Within two months following any Change of your intent to so Control, Executive may terminate which sets forth in reasonable detail the facts and circumstances deemed to provide a basis for such termination. You must continue in the active employ of Genuity for this 30-day notice period. For purposes of this Agreement, "Good Reason" shall mean a change in your principal work location for any or no reason, provided that is initiated by Genuity and that causes the distance between your new principal work location and your principal residence to notice of termination cannot be at least 50 miles greater than the distance between your previous principal work location and your principal residence; a material reduction in compensation opportunities (base plus bonus opportunities as compared given prior to the compensation consummation of similarly situated senior executives the Change of Genuity)Control; (b) Executive may terminate this Agreement if Executive’s base salary, as provided hereunder, is diminished; (c) Executive may terminate this Agreement if Employer requires that Executive move to a city other than Austin; (d) Executive may terminate this Agreement if the Board or any Authorized Board Designee materially and unreasonably interferes with Executive’s ability to fulfill Executive’s job duties; diminution or (e) Executive may terminate this Agreement if Executive is reassigned to a position with diminished responsibilities, or Executive’s job responsibilities are materially narrowed or diminished. Without limiting the provisions of Section 1.8 hereof, Executive agrees that Employer can relieve Executive of Executive’s duties hereunder prior to the end of the applicable notice period provided for in your responsibilities; this Section, and in such event, Executive shall not thereafter be entitled to any of the benefits or your receipt salary described in Article III hereof. Furthermore, if the term of a Nonthis Agreement expires upon notice of non-Renewal Noticerenewal given pursuant to Section 1.2 prior to the end of any notice period otherwise required under this Section, then the applicable notice period required under this Section does not apply and notice may be given at any time prior to such expiration. Notwithstanding If Employer does not relieve Executive of Executive’s duties during any applicable notice period under this Section, and the foregoingapplicable notice period extends beyond the expiration of the term of this Agreement pursuant to Section 1.2, Genuity will have 15 calendar days from its receipt then the terms and provisions of this Agreement shall govern Executive’s employment by Employer until the end of such notice to cure the action specified in the notice. In the event of a cure by Genuity within the 15-day period, and the action in question will not constitute Good Reason. Except as provided in the preceding paragraph, upon the lapse of the 30 calendar days' notice period, the Good Reason termination will take effect, and your obligation to serve Genuity, and Genuity's obligation to employ you, under the terms term of this Agreement will terminate simultaneously, and you will shall be deemed to have incurred an Involuntary Termination, with automatically extended until the consequences described above in the Section captioned "Involuntary Termination by Genuityend of such notice period." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"), the resulting termination of employment will be deemed a Voluntary Termination.

Termination for Good Reason. You Any termination by Executive of this Agreement pursuant to this Section shall be deemed a termination by Executive for “good reason.” Executive may terminate your employment under this Agreement for Good Reason good reason any time after a Change of Control in accordance with any of the following (with the further agreement that any election by giving Executive to not terminate this Agreement pursuant to this Section following a particular Change of Control shall not prevent the CEO 30 calendar application of this Section to a subsequent Change of Control): (a) Within six months after the effective date of a Change of Control, Executive may terminate this Agreement for any or no reason upon ninety days' ’ prior written notice, which notice cannot be given before the consummation of such Change of Control or after the expiration of the term of this Agreement pursuant to Section 1.1; (b) Executive may terminate this Agreement upon thirty days’ prior written notice of your intent if Executive’s base salary, as provided hereunder, is diminished; (c) Executive may terminate this Agreement upon thirty days’ prior written notice if Employer requires that Executive move to so a city other than Austin; (d) Executive may terminate which sets forth in reasonable detail this Agreement upon thirty days’ prior written notice if the facts and circumstances deemed Board or any person authorized to provide a basis act by the Board (for such termination. You must continue in the active employ of Genuity for this 30-day notice period. For purposes of this Agreement, "Good Reason" shall mean any such authorized person is referred to as an “Authorized Board Designee”) materially and unreasonably interferes with Executive’s ability to fulfill Executive’s job duties; or (e) Executive may terminate this Agreement upon thirty days’ prior written notice if Executive is reassigned to a change in your principal work location that position with diminished responsibilities, or Executive’s job responsibilities are materially narrowed or diminished, including, without limitation, the failure of any successor to or acquiror of Employer, upon a Change of Control or otherwise, to assign Executive to the position of Chairman of the Board and Chief Executive Officer of such successor or acquiror, or if such successor or acquiror is initiated by Genuity and that causes the distance between your new principal work location and your principal residence to be a subsidiary of at least 50 miles greater than one other entity, of the distance between your previous principal work location and your principal residence; a material reduction in compensation opportunities (base plus bonus opportunities as compared ultimate parent of such successor or acquiror. Without limiting the provisions of Section 1.8 hereof, Executive agrees that Employer can relieve Executive of Executive’s duties hereunder prior to the compensation end of similarly situated senior executives the applicable notice period provided for in this Section and, in such event, Executive shall not thereafter be entitled to any of Genuitythe benefits or salary described in Article III hereof. Furthermore, if the term of this Agreement expires pursuant to Section 1.1 prior to the end of any notice period otherwise required under this Section, then the applicable notice period does not apply and notice may be given at any time prior to expiration pursuant to Section 1.1. With respect to a notice of termination by Executive pursuant to Section 1.5(b); diminution in your responsibilities; , (c), (d) or your receipt of a Non-Renewal Notice. Notwithstanding the foregoing(e), Genuity will Employer shall have 15 calendar ten days from its receipt of after such notice to cure the action specified cause for termination. If fully cured within such ten days in all respects, Executive will no longer have the notice. In the event right to terminate on such basis; provided this shall not preclude Executive from terminating Executive’s employment under any of a cure by Genuity within the 15-day period, the action in question will not constitute Good Reason. Except as provided in the preceding paragraph, upon the lapse of the 30 calendar days' notice period, the Good Reason termination will take effect, and your obligation to serve Genuity, and Genuity's obligation to employ you, under the terms of this Agreement will terminate simultaneously, and you will be deemed to have incurred an Involuntary Termination, with the consequences described above in the Section captioned "Involuntary Termination by Genuity." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"Sections 1.5(b), the resulting termination of employment will be deemed a Voluntary Termination(c), (d) or (e) at any future time.

Termination for Good Reason. You The Executive may terminate your employment under this Agreement for Good Reason by giving the CEO 30 Board thirty (30) calendar days' written notice of your such intent to so terminate which sets forth in reasonable detail the facts and circumstances deemed claimed to provide a basis for such termination. You must continue Good Reason shall mean, without the Executive's prior written consent, the occurrence of any one or more of the following: (i) The assignment to the Executive of any duties inconsistent in any respect with the active employ of Genuity for this 30-day notice period. For purposes Executive's position (including status, offices, titles, and reporting requirements), authorities, duties, or other responsibilities as contemplated by Section 1 of this Agreement, "Good Reason" shall mean or any other action of the Company which results in a change diminishment in your principal work location that such position, authority, duties, or responsibilities, other than (A) an insubstantial and inadvertent action which is initiated remedied by Genuity and that causes the distance between your new principal work location and your Company within 30 days after receipt of notice thereof given by the Executive, or (B) Executive being removed as a director of the Company and/or as a director or officer of any subsidiary of the Company. (ii) The Company's requiring the Executive, without the Executive's consent, to relocate his principal residence to be at least 50 miles greater than the distance between your previous principal work location and your principal residence; a that time; (iii) A material reduction or elimination of any component of the Executive's compensation as provided for in compensation opportunities Section 3 herein; or (base plus bonus opportunities as compared to iv) A breach by the compensation Company of similarly situated senior executives any provision of Genuity); diminution in your responsibilities; or your this Agreement which is not remedied by the Company within 30 days after receipt of a Non-Renewal Noticenotice thereof given by the Executive. Notwithstanding the foregoing, Genuity will have 15 calendar days from its receipt of such notice to cure the action specified in the notice. In the event of a cure by Genuity within the 15-day period, the action in question will not constitute Good Reason. Except as provided in the preceding paragraph, upon Upon the lapse of the 30 thirty (30) calendar days' notice period, the Good Reason termination will shall take effect, effect and your the Executive's obligation to serve Genuitythe Company, and Genuitythe Company's obligation to employ youthe Executive, under the terms of this Agreement will Agreement, shall terminate simultaneously, and, (a) if such termination is prior to a Change in Control (as such term is defined in Section 6(b) herein), then the Executive shall receive those benefits similar to those had the Executive been terminated involuntarily by the Company Without Cause, as provided in Section 5(f) herein, and you will (b) if such termination is after a Change in Control, then the Executive shall receive those benefits as provided in Section 6(a) herein. The parties agree that, in such event, such payments and benefits shall be deemed to have incurred an Involuntary Terminationconstitute liquidated damages for the Company's breach of this Agreement, and the Company agrees that the Executive shall not be required to mitigate his damages (with the consequences described above exception for participation in Benefit Plans) by seeking other employment or otherwise. In the Section captioned "Involuntary Termination by Genuity." If you do not fulfill the notice and explanation requirements imposed by event of termination of employment as provided for in this Section ("Termination for Good Reason"5(e), the resulting termination provisions of employment will be deemed a Voluntary TerminationSections 7, 8, 9, 10, and 11 herein shall survive such termination.

Termination for Good Reason. You Any termination by Executive of this Agreement pursuant to this Section shall be deemed a termination by Executive for "good reason". Executive may terminate your employment under this Agreement for Good Reason good reason any time after a Change of Control in accordance with any of the following (with the further agreement that any election by giving Executive to not terminate this Agreement pursuant to this Section following a particular Change of Control shall not prevent the CEO 30 calendar days' application of this Section to a subsequent Change of Control): (a) Executive may terminate this Agreement upon thirty days prior written notice if Executive's base salary, as provided hereunder, is diminished; (b) Executive may terminate this Agreement upon thirty days prior written notice if Employer requires that Executive move to a city other than Austin; (c) Executive may terminate this Agreement upon thirty days prior written notice if the Board or any Authorized Board Designee materially and unreasonably interferes with Executive's ability to fulfill Executive's job duties; or (d) Executive may terminate this Agreement upon thirty days prior written notice if Executive is reassigned to a position with diminished responsibilities, or Executive's job responsibilities are materially narrowed or diminished. Without limiting the provisions of your intent Section 1.8 hereof, Executive agrees that Employer can relieve Executive of Executive's duties hereunder prior to so terminate which sets forth the end of the applicable notice period provided for in reasonable detail this Section, and in such event, Executive shall not thereafter be entitled to any of the facts benefits or salary described in Article III hereof. If Employer does not relieve Executive of Executive's duties during any applicable notice period under this Section, and circumstances deemed to provide a basis for such termination. You must continue in the active employ applicable notice period extends beyond the expiration of Genuity for this 30-day notice period. For purposes the term of this AgreementAgreement pursuant to Section 1.2, "Good Reason" then the terms and provisions of this Agreement shall mean a change in your principal work location that is initiated govern Executive's employment by Genuity and that causes Employer until the distance between your new principal work location and your principal residence to be at least 50 miles greater than the distance between your previous principal work location and your principal residence; a material reduction in compensation opportunities (base plus bonus opportunities as compared to the compensation of similarly situated senior executives of Genuity); diminution in your responsibilities; or your receipt of a Non-Renewal Notice. Notwithstanding the foregoing, Genuity will have 15 calendar days from its receipt end of such notice to cure the action specified in the notice. In the event of a cure by Genuity within the 15-day period, and the action in question will not constitute Good Reason. Except as provided in the preceding paragraph, upon the lapse of the 30 calendar days' notice period, the Good Reason termination will take effect, and your obligation to serve Genuity, and Genuity's obligation to employ you, under the terms term of this Agreement will terminate simultaneously, and you will shall be deemed to have incurred an Involuntary Termination, with automatically extended until the consequences described above in the Section captioned "Involuntary Termination by Genuityend of such notice period." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"), the resulting termination of employment will be deemed a Voluntary Termination.

Termination for Good Reason. You Any termination by Executive of this Agreement pursuant to this Section shall be deemed a termination by Executive for “good reason.” Executive may terminate your employment under this Agreement for Good Reason good reason any time after a Change of Control in accordance with any of the following (with the further agreement that any election by giving Executive to not terminate this Agreement pursuant to this Section following a particular Change of Control shall not prevent the CEO 30 calendar application of this Section to a subsequent Change of Control): (a) Executive may terminate this Agreement for any or no reason upon six months prior written notice, which notice cannot be given before the consummation of such Change of Control or after the expiration of the term of this Agreement pursuant to Section 1.1; (b) Executive may terminate this Agreement upon thirty days' ’ prior written notice of your intent if Executive’s base salary, as provided hereunder, is diminished; (c) Executive may terminate this Agreement upon thirty days’ prior written notice if Employer requires that Executive move to so a city other than Austin; (d) Executive may terminate which sets forth in reasonable detail this Agreement upon thirty days’ prior written notice if the facts and circumstances deemed Board or any person authorized to provide a basis act by the Board (for such termination. You must continue in the active employ of Genuity for this 30-day notice period. For purposes of this Agreement, "Good Reason" shall mean any such authorized person is referred to as an “Authorized Board Designee”) materially and unreasonably interferes with Executive’s ability to fulfill Executive’s job duties; or (e) Executive may terminate this Agreement upon thirty days’ prior written notice if Executive is reassigned to a change in your principal work location position with diminished responsibilities, or Executive’s job responsibilities are materially narrowed or diminished. Without limiting the provisions of Section 1.8 hereof, Executive agrees that is initiated by Genuity and that causes the distance between your new principal work location and your principal residence to be at least 50 miles greater than the distance between your previous principal work location and your principal residence; a material reduction in compensation opportunities (base plus bonus opportunities as compared Employer can relieve Executive of Executive’s duties hereunder prior to the compensation of similarly situated senior executives of Genuity); diminution in your responsibilities; or your receipt of a Non-Renewal Notice. Notwithstanding the foregoing, Genuity will have 15 calendar days from its receipt of such notice to cure the action specified in the notice. In the event of a cure by Genuity within the 15-day period, the action in question will not constitute Good Reason. Except as provided in the preceding paragraph, upon the lapse end of the 30 calendar days' applicable notice period, the Good Reason termination will take effectperiod provided for in this Section, and your obligation in such event, Executive shall not thereafter be entitled to serve Genuityany of the benefits or salary described in Article III hereof. Furthermore, and Genuity's obligation to employ you, under if the terms term of this Agreement will terminate simultaneouslyexpires pursuant to Section 1.1 prior to the end of any notice period otherwise required under this Section, then the applicable notice period does not apply and you will notice may be deemed given at any time prior to have incurred an Involuntary Termination, with the consequences described above in the expiration pursuant to Section captioned "Involuntary Termination by Genuity1.1." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"), the resulting termination of employment will be deemed a Voluntary Termination.

Termination for Good Reason. You Any termination by Executive of this Agreement pursuant to this Section shall be deemed a termination by Executive for “good reason.” Executive may terminate your employment under this Agreement for Good Reason good reason any time after a Change of Control in accordance with any of the following (with the further agreement that any election by giving Executive to not terminate this Agreement pursuant to this Section following a particular Change of Control shall not prevent the CEO 30 calendar application of this Section to a subsequent Change of Control): (a) Executive may terminate this Agreement upon thirty days' ’ prior written notice if Executive’s base salary, as provided hereunder, is diminished; (b) Executive may terminate this Agreement upon thirty days’ prior written notice if Employer requires that Executive move to a city other than Austin; (c) Executive may terminate this Agreement upon thirty days’ prior written notice if the Board or any Authorized Board Designee materially and unreasonably interferes with Executive’s ability to fulfill Executive’s job duties; or (d) Executive may terminate this Agreement upon thirty days’ prior written notice if Executive is reassigned to a position with diminished responsibilities, or Executive’s job responsibilities are materially narrowed or diminished, including, without limitation, the failure of your intent any successor to so terminate which sets forth or acquiror of Employer, upon a Change of Control or otherwise, to assign Executive to the position of Chief Financial Officer of such successor or acquiror, or if such successor or acquiror is a subsidiary of at least one other entity, of the ultimate parent of such successor or acquiror. Without limiting the provisions of Section 1.8 hereof, Executive agrees that Employer can relieve Executive of Executive’s duties hereunder prior to the end of the applicable notice period provided for in reasonable detail this Section, and in such event, Executive shall not thereafter be entitled to any of the facts and circumstances deemed to provide a basis for such terminationbenefits or salary described in Article III hereof. You must continue in Furthermore, if the active employ of Genuity for this 30-day notice period. For purposes term of this Agreement, "Good Reason" shall mean a change in your principal work location that is initiated by Genuity and that causes the distance between your new principal work location and your principal residence Agreement expires pursuant to be at least 50 miles greater than the distance between your previous principal work location and your principal residence; a material reduction in compensation opportunities (base plus bonus opportunities as compared Section 1.1 prior to the compensation end of similarly situated senior executives of Genuity); diminution in your responsibilities; or your receipt of any notice period otherwise required under this Section, then the applicable notice period does not apply and notice may be given at any time prior to expiration pursuant to Section 1.1. With respect to a Non-Renewal Notice. Notwithstanding the foregoingtermination by Executive pursuant to this Section 1.5, Genuity will Employer shall have 15 calendar ten days from its receipt of after such notice to cure the action specified cause for termination. If fully cured within such ten days in all respects, Executive will no longer have the notice. In the event of a cure by Genuity within the 15-day period, the action in question will right to terminate on such basis; provided this shall not constitute Good Reason. Except as provided in the preceding paragraph, upon the lapse of the 30 calendar days' notice period, the Good Reason termination will take effect, and your obligation to serve Genuity, and Genuity's obligation to employ you, preclude Executive from terminating Executive’s employment under the terms of this Agreement will terminate simultaneously, and you will be deemed to have incurred an Involuntary Termination, with the consequences described above in the Section captioned "Involuntary Termination by Genuity1.5 at any future time." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"), the resulting termination of employment will be deemed a Voluntary Termination.

Termination for Good Reason. You may The Executive has the right, at any time during the Term, to terminate your his employment under this Agreement with the Company for Good Reason (as defined below) by giving written notice to the CEO 30 Company as described in this Section 6(e) below. Prior to the effectiveness of termination for Good Reason, the Company shall be given thirty (30) calendar days' prior written notice of your intent from the Executive, specifically identifying the reasons which are alleged to so terminate which sets forth in reasonable detail constitute Good Reason for termination hereunder, and an opportunity to be heard by the facts and circumstances deemed to provide a basis for such termination. You must continue Executive in the active employ of Genuity for this event the Company disputes such allegations and to cure such allegations; PROVIDED, HOWEVER, that the Executive shall have no obligation to remain employed by the Company following such thirty (30-) calendar day notice periodperiod unless such allegations are cured to the Executive's reasonable satisfaction. For purposes As used in this Section 6(e), the term "GOOD REASON" shall mean and include any of the following without the Executive's prior written consent (i) assignment to the Executive of duties materially inconsistent with the Executive's position hereunder; (ii) failure to pay the Executive's Base Salary in accordance with Section 3(a) hereof; (iii) failure to pay the Executive's bonus pursuant to Section 3(b) hereof; (iv) requiring the Executive to move his situs of employment more than fifty (50) miles from his situs of employment prior to such move; or (v) the Company's material breach of this Agreement, ". If the Executive terminates his employment for Good Reason" shall mean a change in your principal work location that is initiated by Genuity and that causes the distance between your new principal work location and your principal residence to be at least 50 miles greater than the distance between your previous principal work location and your principal residence; a material reduction in compensation opportunities (base plus bonus opportunities as compared to the compensation of similarly situated senior executives of Genuity); diminution in your responsibilities; or your receipt of a Non-Renewal Notice. Notwithstanding the foregoing, Genuity will have 15 calendar days from its receipt of such notice to cure the action specified in the notice. In the event of a cure by Genuity within the 15-day period, the action in question will not constitute Good Reason. Except as provided in the preceding paragraph, upon the lapse of the 30 calendar days' notice period, the Good Reason termination will take effect, and your obligation to serve Genuity, and GenuityCompany's obligation to employ youthe Executive shall be limited solely to (1) unpaid Base Salary accrued up to the effective date of termination, under (2) payment for the terms prorated share of this Agreement will terminate simultaneouslythe Executive's annualized bonus pursuant to Section 3(b) hereof, (3) a lump sum payment equal to the Executive's then-current Base Salary for a period of twelve (12) months, to be paid within fifteen (15) calendar days following Executive's last day of employment, and you will be deemed to have incurred an Involuntary Termination, with the consequences described above in the Section captioned "Involuntary Termination by Genuity(4) payment of Executive's COBRA premiums for twelve (12) months." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"), the resulting termination of employment will be deemed a Voluntary Termination.

Termination for Good Reason. You Executive may also terminate your her employment under for “Good Reason” upon the occurrence of any one of the following events without the prior written consent of Executive, provided that the Good Reason Payout Trigger (as defined below) is met: (i) any assignment to Executive of duties other than those contemplated by this Agreement for Good Reason or typically assumed by giving the CEO 30 calendar days' written notice of your intent to so terminate a President or CEO, or which sets forth in reasonable detail the facts and circumstances deemed to provide a basis for such termination. You must continue in the active employ of Genuity for this 30-day notice period. For purposes of this Agreement, "Good Reason" shall mean a change in your principal work location that is initiated by Genuity and that causes the distance between your new principal work location and your principal residence to be at least 50 miles greater than the distance between your previous principal work location and your principal residence; represent a material reduction in compensation opportunities the scope and authority of Executive’s position; (base plus ii) a Company required relocation of Executive’s principal place of work that requires an increase in Executive’s normal commute of more than 35 miles, unless such relocation results from the relocation of the Company’s executive offices; (iii) any reduction in Base Salary; or (iv) at such time as the Incentive Plan is approved with respect to any fiscal year, the target bonus opportunities payable to Executive under such Incentive Plan shall be determined to be an amount which is less than 100% of the Base Salary of Executive. For Executive to receive the benefits under this Section 5(e) or Section 6(b) as compared a result of a termination for Good Reason, all of the following requirements must be satisfied (the satisfaction of such conditions, the “Good Reason Payout Trigger”): (1) Executive must provide notice to the compensation Company of similarly situated senior executives her intent to assert Good Reason for termination within 30 days of Genuity)the initial existence of one or more of the conditions set forth in clauses (i) through (iii) above; diminution in your responsibilities; or your receipt of a Non-Renewal Notice. Notwithstanding (2) the foregoing, Genuity will have 15 calendar Company must fail within 30 days (the “Cure Period”) from its receipt the date of such notice to cure remedy such conditions; and (3) if such conditions are not remedied, Executive must resign within 20 days after the action specified in end of the noticeCure Period. In If the event of a cure by Genuity Company remedies such conditions within the 15-day periodCure Period, Executive may withdraw her proposed termination or may resign with no benefits under the action in question will not constitute voluntary termination provision of Section 5(d) above. If Executive terminates her employment for “Good Reason. Except ” other than in connection with a “Change of Control” as provided described in the preceding paragraph, upon the lapse of the 30 calendar days' notice period, Section 6(b) below and the Good Reason Payout Trigger has been met, Company shall: (1) pay Executive (in a single lump-sum payment within thirty (30) days of the date of termination) any earned, but unpaid, Base Salary to which she is entitled through the date of termination; (2) pay Executive an amount equal to 100% of the Base Salary over the 12-month period immediately following the date of termination (or, if higher, at the rate prior to a reduction referred to in clause (iii) above) (such amount to be paid in equal installments on the Company’s regularly scheduled payroll dates) with the first payment, which shall be retroactive to the day immediately following the date Executive’s employment terminated, being due and payable on the Company’s next regular payday for executives that follows the expiration of thirty (30) days from the date Executive’s employment terminates; (3) cause such number of shares subject to any unvested stock options and such number of shares of restricted stock, restricted stock units or other awards made under the Equity Plan as would have vested over the one-year period beginning on the date of termination to vest and, in the case of awards requiring exercise or settlement, become exercisable or settled, as applicable, as of the date of Executive’s termination; provided that with respect to restricted stock units granted under the Equity Plan that ▇▇▇▇▇ ▇▇▇▇ beyond the one-year period beginning on the date of termination, such cliff vesting will be disregarded for these purposes, and, instead, such number of restricted stock units as would have vested monthly over the vesting period from the date of grant until the first anniversary of the date of termination will take effectbecome vested as of the date of termination. (4) pay Executive the annual incentive award to which she is entitled, if any, under the Incentive Plan for the fiscal year in which termination occurs, based on actual performance (disregarding any requirement that she be employed through the end of the determination period or on the date the payment is made), and your obligation pro-rated through the date of termination, which shall be paid at the same time bonuses for such year are paid to serve Genuity, and Genuity's obligation to employ you, active employees under the terms of this Agreement will terminate simultaneouslythe Incentive Plan; and (5) if Executive timely elects to continue her health coverage pursuant to COBRA following the termination of her employment, pay the monthly premiums for such coverage (including any premium for coverage of Executive’s spouse and you will be deemed eligible dependents) until the earliest of the date (i) the maximum period permitted under COBRA expires, or (ii) Executive commences receiving substantially equivalent health insurance coverage in connection with new employment; provided, however, that if the foregoing arrangement could subject the Company or Executive to tax or penalty, the Company shall, in its sole discretion, have incurred an Involuntary Terminationthe option to cease paying for such coverage and, with in lieu thereof, pay Executive a monthly amount equal to the consequences described above monthly amount it had been paying for such premiums for the remainder of the period provided in the Section captioned "Involuntary Termination by Genuity." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"5(e)(5); After payment of the termination benefits described in this Section 5(e), the resulting termination of employment will be deemed a Voluntary TerminationCompany’s obligations under this Agreement shall cease.

Termination for Good Reason. You Any termination by Executive of this Agreement pursuant to this Section shall be deemed a termination by Executive for "good reason". Executive may terminate your employment under this Agreement for Good Reason good reason any time after a Change of Control in accordance with any of the following (with the further agreement that any election by giving Executive to not terminate this Agreement pursuant to this Section following a particular Change of Control shall not prevent the CEO 30 calendar days' application of this Section to a subsequent Change of Control): (a) Executive may terminate this Agreement for any or no reason upon six months prior written notice, which notice cannot be given before the consummation of such Change of Control or after the expiration of the term of this Agreement pursuant to Section 1.1; (b) Executive may terminate this Agreement upon thirty days prior written notice of your intent if Executive's base salary, as provided hereunder, is diminished; (c) Executive may terminate this Agreement upon thirty days prior written notice if Employer requires that Executive move to so a city other than Austin; (d) Executive may terminate which sets forth in reasonable detail this Agreement upon thirty days prior written notice if the facts and circumstances deemed Board or any or any other person authorized to provide a basis act by the Board (for such termination. You must continue in the active employ of Genuity for this 30-day notice period. For purposes of this Agreement, any such authorized person is referred to as an "Good Reason" shall mean Authorized Board Designee") materially and unreasonably interferes with Executive's ability to fulfill Executive's job duties; or (e) Executive may terminate this Agreement upon thirty days prior written notice if Executive is reassigned to a change in your principal work location position with diminished responsibilities, or Executive's job responsibilities are materially narrowed or diminished. Without limiting the provisions of Section 1.8 hereof, Executive agrees that is initiated by Genuity and that causes the distance between your new principal work location and your principal residence to be at least 50 miles greater than the distance between your previous principal work location and your principal residence; a material reduction in compensation opportunities (base plus bonus opportunities as compared Employer can relieve Executive of Executive's duties hereunder prior to the compensation end of similarly situated senior executives the applicable notice period provided for in this Section, and in such event, Executive shall not thereafter be entitled to any of Genuity); diminution the benefits or salary described in your responsibilities; or your receipt Article III hereof. If Employer does not relieve Executive of a Non-Renewal Notice. Notwithstanding Executive's duties during any applicable notice period under this Section, and the foregoingapplicable notice period extends beyond the expiration of the term of this Agreement pursuant to Section 1.2, Genuity will have 15 calendar days from its receipt then the terms and provisions of this Agreement shall govern Executive's employment by Employer until the end of such notice to cure the action specified in the notice. In the event of a cure by Genuity within the 15-day period, and the action in question will not constitute Good Reason. Except as provided in the preceding paragraph, upon the lapse of the 30 calendar days' notice period, the Good Reason termination will take effect, and your obligation to serve Genuity, and Genuity's obligation to employ you, under the terms term of this Agreement will terminate simultaneously, and you will shall be deemed to have incurred an Involuntary Termination, with automatically extended until the consequences described above in the Section captioned "Involuntary Termination by Genuityend of such notice period." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"), the resulting termination of employment will be deemed a Voluntary Termination.

Termination for Good Reason. You Any termination by Executive of this Agreement pursuant to this Section shall be deemed a termination by Executive for "good reason". Executive may terminate your employment under this Agreement for Good Reason good reason any time after a Change of Control in accordance with any of the following (with the further agreement that any election by giving Executive to not terminate this Agreement pursuant to this Section following a particular Change of Control shall not prevent the CEO 30 calendar days' application of this Section to a subsequent Change of Control): (a) Executive may terminate this Agreement for any or no reason upon six months prior written notice, which notice cannot be given before the consummation of such Change of Control or after the expiration of the term of this Agreement pursuant to Section 1.1; (b) Executive may terminate this Agreement upon thirty days prior written notice of your intent if Executive's base salary, as provided hereunder, is diminished; (c) Executive may terminate this Agreement upon thirty days prior written notice if Employer requires that Executive move to so a city other than Austin; (d) Executive may terminate which sets forth in reasonable detail this Agreement upon thirty days prior written notice if the facts and circumstances deemed Board or any person authorized to provide a basis act by the Board (for such termination. You must continue in the active employ of Genuity for this 30-day notice period. For purposes of this Agreement, any such authorized person is referred to as an "Good Reason" shall mean Authorized Board Designee") materially and unreasonably interferes with Executive's ability to fulfill Executive's job duties; or (e) Executive may terminate this Agreement upon thirty days prior written notice if Executive is reassigned to a change in your principal work location position with diminished responsibilities, or Executive's job responsibilities are materially narrowed or diminished. Without limiting the provisions of Section 1.8 hereof, Executive agrees that is initiated by Genuity and that causes the distance between your new principal work location and your principal residence to be at least 50 miles greater than the distance between your previous principal work location and your principal residence; a material reduction in compensation opportunities (base plus bonus opportunities as compared Employer can relieve Executive of Executive's duties hereunder prior to the compensation of similarly situated senior executives of Genuity); diminution in your responsibilities; or your receipt of a Non-Renewal Notice. Notwithstanding the foregoing, Genuity will have 15 calendar days from its receipt of such notice to cure the action specified in the notice. In the event of a cure by Genuity within the 15-day period, the action in question will not constitute Good Reason. Except as provided in the preceding paragraph, upon the lapse end of the 30 calendar days' applicable notice period, the Good Reason termination will take effectperiod provided for in this Section, and your obligation in such event, Executive shall not thereafter be entitled to serve Genuityany of the benefits or salary described in Article III hereof. Furthermore, and Genuity's obligation to employ you, under if the terms term of this Agreement will terminate simultaneouslyexpires pursuant to Section 1.1 prior to the end of any notice period otherwise required under this Section, then the applicable notice period does not apply and you will notice may be deemed given at any time prior to have incurred an Involuntary Termination, with the consequences described above in the expiration pursuant to Section captioned "Involuntary Termination by Genuity1.1." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"), the resulting termination of employment will be deemed a Voluntary Termination.

Termination for Good Reason. You Executive may terminate your notify Employer of his/her intent to resign from his/her employment under this Agreement for “Good Reason Reason” by giving the CEO 30 calendar days' Employer written notice of your intent his/her resignation thirty (30) days in advance; provided, however, that the Chief Executive Officer or Board of Directors of Employer may determine upon receipt of such notice that the effective date of such resignation shall be immediate or some time prior to so terminate which sets the expiration of the thirty-day notice period. Such notice shall set forth in reasonable detail the facts and circumstances deemed claimed to provide a basis for termination by Executive of Executive’s employment for Good Reason. Employer shall have thirty (30) days from the date of written notice by Executive to reasonably cure or otherwise eliminate such terminationalleged grounds for Good Reason, and if reasonably cured or eliminated shall remove the alleged grounds for a termination for Good Reason. You must continue “Good Reason” for termination by Executive of Executive’s employment hereunder shall mean the occurrence (without Executive’s express written consent or without subsequent reasonable cure by Employer) of any one of the following acts by Employer, or the failure by Employer to act, unless such act or failure to act is remedied prior to the effective date of termination specified in the active employ notice of Genuity termination given in respect thereof: (i) the assignment to Executive of duties that are substantially inconsistent with Executive’s position(s) as set forth in Section 1.1; (ii) the material reduction of Executive’s base salary from that in effect as of the Effective Date unless the same percentage reduction is applied to all executives of Employer; (iii) the requirement that Executive be based more than twenty five (25) miles from his/her present office location, except for this 30-day notice period. For purposes of this Agreement, "Good Reason" shall mean a change required travel commensurate with Executive’s title and position; or (iv) the failure to provide Executive with employee benefits that are generally comparable in your principal work location that is initiated by Genuity and that causes the distance between your new principal work location and your principal residence aggregate to be at least 50 miles greater than those provided to Executive immediately prior to the distance between your previous principal work location and your principal residence; Effective Date or a material reduction in compensation opportunities (base plus bonus opportunities as compared Executive’s fringe benefits unless such reduction is applied, pro rata, to the compensation of similarly situated senior all executives of Genuity); diminution in your responsibilities; Employer. Executive’s continued employment for more than thirty (30) days following the occurrence of an act or your receipt of a Non-Renewal Notice. Notwithstanding the foregoing, Genuity will have 15 calendar days from its receipt of such notice failure to cure the action specified in the notice. In the event of a cure by Genuity within the 15-day period, the action in question will not constitute Good Reason. Except as provided in the preceding paragraph, upon the lapse of the 30 calendar days' notice period, the act constituting Good Reason hereunder without providing Employer with a written notice of termination will take effectfor Good Reason shall constitute consent to, and your obligation a waiver of rights with respect to, any such act or failure to serve Genuity, and Genuity's obligation to employ you, under the terms of this Agreement will terminate simultaneously, and you will be deemed to have incurred an Involuntary Termination, with the consequences described above in the Section captioned "Involuntary Termination by Genuityact constituting Good Reason hereunder." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"), the resulting termination of employment will be deemed a Voluntary Termination.

Termination for Good Reason. You Any termination by Executive of this Agreement pursuant to this Section shall be deemed a termination by Executive for "good reason". Executive may terminate your employment under this Agreement for Good Reason good reason any time after a Change of Control in accordance with any of the following (with the further agreement that any election by giving Executive to not terminate this Agreement pursuant to this Section following a particular Change of Control shall not prevent the CEO 30 calendar days' application of this Section to a subsequent Change of Control): (a) Executive may terminate this Agreement for any or no reason upon six months prior written notice, which notice cannot be given before the consummation of such Change of Control or after the expiration of the term of this Agreement pursuant to Section 1.1; (b) Executive may terminate this Agreement upon thirty days prior written notice if Executive's base salary, as provided hereunder, is diminished; (c) Executive may terminate this Agreement upon thirty days prior written notice if Employer requires that Executive move to a city other than Austin; (d) Executive may terminate this Agreement upon thirty days prior written notice if the Board or any Authorized Board Designee materially and unreasonably interferes with Executive's ability to fulfill Executive's job duties; or (e) Executive may terminate this Agreement upon thirty days prior written notice if Executive is reassigned to a position with diminished responsibilities, or Executive's job responsibilities are materially narrowed or diminished. Without limiting the provisions of your intent Section 1.8 hereof, Executive agrees that Employer can relieve Executive of Executive's duties hereunder prior to so terminate which sets forth the end of the applicable notice period provided for in reasonable detail this Section, and in such event, Executive shall not thereafter be entitled to any of the facts benefits or salary described in Article III hereof. If Employer does not relieve Executive of Executive's duties during any applicable notice period under this Section, and circumstances deemed to provide a basis for such termination. You must continue in the active employ applicable notice period extends beyond the expiration of Genuity for this 30-day notice period. For purposes the term of this AgreementAgreement pursuant to Section 1.2, "Good Reason" then the terms and provisions of this Agreement shall mean a change in your principal work location that is initiated govern Executive's employment by Genuity and that causes Employer until the distance between your new principal work location and your principal residence to be at least 50 miles greater than the distance between your previous principal work location and your principal residence; a material reduction in compensation opportunities (base plus bonus opportunities as compared to the compensation of similarly situated senior executives of Genuity); diminution in your responsibilities; or your receipt of a Non-Renewal Notice. Notwithstanding the foregoing, Genuity will have 15 calendar days from its receipt end of such notice to cure the action specified in the notice. In the event of a cure by Genuity within the 15-day period, and the action in question will not constitute Good Reason. Except as provided in the preceding paragraph, upon the lapse of the 30 calendar days' notice period, the Good Reason termination will take effect, and your obligation to serve Genuity, and Genuity's obligation to employ you, under the terms term of this Agreement will terminate simultaneously, and you will shall be deemed to have incurred an Involuntary Termination, with automatically extended until the consequences described above in the Section captioned "Involuntary Termination by Genuityend of such notice period." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"), the resulting termination of employment will be deemed a Voluntary Termination.

Termination for Good Reason. You Executive may terminate your Executive’s employment under with the Bank for “Good Reason,” subject to the requirements set forth in this Section 5(b) and the notification requirements set forth in Section 7 hereof. A termination for “Good Reason” shall mean Executive’s resignation from the Bank’s employ during the Employment Period based upon any of the following reasons, but only if taken or occurring during the Employment Period without Executive’s consent: (i) a decision by the Board not to elect or re-elect or to appoint or re-appoint Executive to the office of Senior Vice President and Controller, Accounting Department, Finance Division of the Bank; (ii) the Board’s relocation of Executive’s principal place of employment to a place that is located more than twenty-five (25) miles from ▇▇▇▇ Ridge, Illinois;; (iii) a reduction in Executive’s Base Salary; (iv) a liquidation or dissolution of the Bank; (v) a material uncured breach of this Agreement by the Bank; (vi) Executive’s termination of her employment with BFC for “Good Reason” as defined in the BFC Agreement; and (vii) BFC’s termination of Executive’s employment with BFC “Without Cause” as defined in the BFC Agreement. Executive shall have the right to elect to terminate her employment for Good Reason only by giving the CEO 30 calendar days' written notice Chairman and Chief Executive Officer of your intent the Bank a Notice of Termination (as defined below) within sixty (60) days after the act, omission or event giving rise to so terminate which sets forth in reasonable detail the facts and circumstances deemed said right to provide a basis for such termination. You must continue in the active employ of Genuity for this 30-day notice period. For purposes of this Agreement, "Good Reason" shall mean a change in your principal work location that is initiated by Genuity and that causes the distance between your new principal work location and your principal residence to be at least 50 miles greater than the distance between your previous principal work location and your principal residence; a material reduction in compensation opportunities (base plus bonus opportunities as compared to the compensation of similarly situated senior executives of Genuity); diminution in your responsibilities; or your receipt of a Non-Renewal Noticeelect. Notwithstanding the foregoing, Genuity will Executive shall not have 15 calendar a right to elect to terminate her employment (i) based on the events set forth in this Section 5(b) solely on the basis of the Board’s appointment of an Acting Senior Vice President and Controller, Accounting Department, Finance Division of the Bank following a Disability Determination made in accordance with Section 4(b) of this Agreement, or (ii) if the Bank fully rescinds or cures, within ten (10) days from after its receipt of such notice to cure the action specified in the notice. In the event Executive’s Notice of a cure by Genuity within the 15-day periodTermination, the action in question will not constitute act, omission or event giving rise to Executive’s right to elect to terminate her employment for Good Reason. Except as provided in the preceding paragraph, upon the lapse of the 30 calendar days' notice period, the Good Reason termination will take effect, and your obligation to serve Genuity, and Genuity's obligation to employ you, under the terms of this Agreement will terminate simultaneously, and you will Executive shall also be deemed to have incurred an Involuntary Termination, terminated her employment with the consequences described above Bank for Good Reason if Executive’s employment with BFC is terminated during the Employment Period for Good Reason in accordance with the requirements set forth in the Section captioned "Involuntary Termination by GenuityBFC Agreement." If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"), the resulting termination of employment will be deemed a Voluntary Termination.