Common use of Termination with Good Reason Clause in Contracts

Termination with Good Reason. The Executive may terminate the Period of Employment and resign from employment hereunder for “Good Reason”: (i) if the Company requires Executive to relocate his principal office to a location more than fifteen (15) miles from his current office, without Executive’s consent; or (ii) if the Company fails to provide Executive with the compensation and benefits called for by this Agreement; or (iii) if the Company: (A) assigns Executive to a position other than President and Chief Executive Officer reporting directly to the Boards, or substantially diminishes Executive’s title, assignment, duties, responsibilities, or operating authority from those specified in Section 1 (“Duties”) or (B) employs any person other than Executive who: (I) reports directly to the Boards or (II) is not subordinate to Executive; provided, however, this subsection shall not apply to a circumstance in which the Company retains an internal auditor who shall have a dotted line reporting relationship to Executive and a direct reporting relationship to the Audit Committee; or (iv) for any reason during the twelve (12) month period following a Change in Control. Notwithstanding the forgoing, none of the events described in this Subsection 7(b)(ii) or (iii) shall constitute Good Reason unless Executive shall have notified the Company in writing describing the events which constitute Good Reason and then only if the Company shall have failed to cure such event within thirty (30) days after the Company’s receipt of such written notice. Any termination by Executive for Good Reason shall be treated for all purposes of this Agreement as a termination by the Company without Cause and the provisions of Section 6(b) shall apply; provided, however, that if Executive attempts to resign for Good Reason pursuant to this Section 7(b) and it is ultimately determined that Good Reason did not exist, Executive shall be deemed to have resigned from employment without Good Reason and the provisions of Section 7(a) and, by reference therein, the provisions of Section 6(a), shall apply.

Termination with Good Reason. The Executive may terminate the Period of Employment and resign from employment hereunder for “Good Reason”: (i) if the Company requires Executive to relocate his principal office to a location more than fifteen (15) miles from his current officeoutside of Orange County, California, without Executive’s consent; or (ii) if the Company fails to provide Executive with the compensation and benefits called for by this Agreement; or (iii) if the Company: Company (A) assigns Executive to a position other than President and Chief Executive Officer reporting directly to the BoardsBoard, or substantially diminishes Executive’s title, assignment, duties, responsibilities, or operating authority from those specified in Section 1 2 (“Duties”) or (B) employs any person other than Executive who: who (I) reports directly to the Boards Board or (II) is not subordinate to Executive; , provided, however, this subsection (iii) shall not apply to a circumstance in which which, pursuant to and consistent with any applicable statute, regulation, or listing standard, (1) the Company retains an internal auditor who shall have a dotted line reporting relationship to Executive and with a direct reporting relationship to the Audit CommitteeCommittee or (2) the Board of Directors elects a non-executive Chairman of the Board; or (iv) for if the Company materially breaches any reason during the twelve (12) month period following a Change in Control. Notwithstanding the forgoingprovision of this Agreement; provided, however, that none of the events described in this Subsection 7(b)(ii8(b)(ii), 8(b)(iii) or (iii8(b)(iv) shall constitute Good Reason unless Executive shall have notified the Company in writing describing the events which constitute Good Reason and then only if the Company shall have failed to cure such event within thirty (30) days after the Company’s receipt of such written notice. Any such termination by Executive for Good Reason shall be treated for all purposes of this Agreement as a termination by the Company without Cause and the provisions of Section 6(b7(b) shall apply; provided, however, that if Executive attempts to resign for Good Reason pursuant to this Section 7(b8(b) and it is ultimately determined that Good Reason did not exist, Executive shall be deemed to have resigned from employment without Good Reason and the provisions of Section 7(a8(a) (“Termination Without Good Reason”) and, by reference therein, the provisions of Section 6(a7(a) (“Termination For Cause”), shall apply.

Termination with Good Reason. The Executive Employee may terminate his employment prior to the Period of Employment and resign from employment hereunder Expiration Date for “Good Reason”: Reason (ias hereinafter defined) if upon not less than 30 days' prior written notice advising the Company requires Executive that the Employee is effecting a termination pursuant to relocate his principal office to a location more than fifteen (15) miles from his current officethis Section 2.6. In such event, without Executive’s consent; or (ii) if the Company fails to provide Executive shall pay Employee his salary in accordance with the compensation and benefits called for by terms of this Agreement; or (iii) if Agreement from the Company: (A) assigns Executive to a position other than President and Chief Executive Officer reporting directly to date of such termination until the BoardsExpiration Date. The Company also shall waive the premium cost of COBRA coverage until the Expiration Date should Employee elect rider coverage, or substantially diminishes Executive’s title, assignment, duties, responsibilities, or operating authority from those specified in Section 1 (“Duties”) or (B) employs any person other than Executive who: (I) reports directly to the Boards or (II) is not subordinate to Executive; provided, however, this subsection that in no event shall the COBRA coverage period exceed eighteen (18) months. All of Employee's Options that have not apply yet vested shall fully vest as of the date of such termination. As a condition to the continuation of payments and benefits hereunder and acceleration of vesting of Employee's Options, Employee shall execute and deliver (a) an effective general release and agreement not to ▇▇▇ in a circumstance in which form reasonably acceptable to the Company retains an internal auditor who shall have a dotted line reporting relationship pursuant to Executive which Employee agrees, among other things, (i) to release all claims against the Company and a direct reporting relationship to the Audit Committee; or certain related parties (iv) excluding claims for any reason during severance benefits payable hereunder), (ii) not to maintain any action, suit, claim or proceeding against the twelve (12) month period following a Change in Control. Notwithstanding the forgoing, none of the events described in this Subsection 7(b)(ii) or Company and certain related parties and (iii) to be bound by certain confidentiality and non-disparagement covenants specified therein, and (b) Employee's resignation from all positions which Employee then holds with the Company. For purposes of this Agreement, the term "Good Reason" shall constitute Good Reason unless Executive shall have notified mean (x) a determination by the Company in writing describing to move its corporate headquarters to a location that is outside of New Jersey and outside of the events which constitute Good Reason and then only if New York City metropolitan area or (y) a material breach by the Company shall have failed of any of its agreements hereunder (provided, however, that with respect to item (y) above, the Company is given written notice of such breach and fails to cure such event breach within thirty (30) calendar days after the Company’s its receipt of such written notice. Any termination by Executive for Good Reason shall be treated for all purposes of this Agreement as a termination by the Company without Cause , and the provisions of Section 6(b) shall apply; provided, howeverprovided further, that if Executive attempts the Company is diligently pursuing a cure at the expiration of such 30-day period, then it shall have an additional ten (10) days in which to resign for Good Reason pursuant to this Section 7(b) and it is ultimately determined that Good Reason did effect the cure). The Company shall not exist, Executive shall be deemed to have resigned from employment without Good Reason and breached this Agreement in the provisions event that the Company requires the Employee to perform responsibilities other than the responsibilities described herein, provided that such responsibilities are consistent with Employee's role as an executive officer of Section 7(a) and, by reference therein, the provisions of Section 6(a), shall applyCompany.

Termination with Good Reason. The Executive may terminate the Period of Employment and resign from employment hereunder for “Good Reason”” if any of the following occur without Executive’s consent: (i) if the Company requires Executive to relocate his principal office to a location more than fifteen (15) miles from his current office, without Executive’s consent; or (ii) if the Company fails to provide Executive with the compensation and benefits called for by this Agreement; or (iiiii) if the Company: (A) assigns Executive to a position other than President and Chief Executive Officer reporting directly to the Boards, or substantially Company materially diminishes Executive’s title, assignmentauthority, duties, responsibilities, or operating authority from those specified in Section 1 or (“Duties”iii) or (B) employs if the Company materially breaches any person other than Executive who: (I) reports directly to the Boards or (II) is not subordinate to Executiveprovision of this Agreement; provided, however, this subsection shall not apply to a circumstance in which the Company retains an internal auditor who shall have a dotted line reporting relationship to Executive and a direct reporting relationship to the Audit Committee; or (iv) for any reason during the twelve (12) month period following a Change in Control. Notwithstanding the forgoing, that none of the events described in this Subsection 7(b)(ii) or (iii) above shall constitute Good Reason unless Executive shall have notified the Company Board in writing describing the events event(s) which constitute Good Reason within sixty (60) days of the initial existence of such event(s) and then only if the Company shall have failed to cure such event within thirty (30) days after the Company’s receipt of such written notice; and provided, further, that in all events the termination of Executive’s employment with the Corporation shall not constitute a termination for Good Reason unless such termination occurs not more than one (1) year following the initial existence of the event(s) claimed to constitute Good Reason. Any such termination by Executive for Good Reason shall be treated for all purposes of this Agreement as a termination by the Company without Cause and the provisions of Section 6(b7(b) shall apply; provided, however, that if Executive attempts to resign for Good Reason pursuant to this Section 7(b8(b) and it is ultimately determined that Good Reason did not exist, Executive shall be deemed to have resigned from employment without Good Reason and the provisions of Section 7(a8(a) and, by reference therein, the provisions of Section 6(a7(a), shall apply. Notwithstanding any other provision of this Agreement, following such a termination of employment by Executive, except as set forth in Section 7(a) or 7(b), as applicable, Executive shall have no further rights to any compensation or other benefits under this Agreement or to any cash severance or termination benefits under any other severance plan, program, policy or arrangement of the Company and its affiliates.

Termination with Good Reason. The Executive may terminate the Period of Employment and resign from employment hereunder for “Good Reason”: (i) if the Company requires Executive to relocate his principal office to a location more than fifteen (15) miles from his current office, without Executive’s consent; or (ii) if the Company fails to provide Executive with the compensation and benefits called for by this Agreement; or (iiiii) if the Company: (A) assigns Executive to a position other than President and Chief Executive Officer reporting directly to the Boards, or substantially Company materially diminishes Executive’s title, assignmentauthority, duties, responsibilities, or operating authority from those specified in Section 1 or (“Duties”iii) or (B) employs if the Company materially breaches any person other than Executive who: (I) reports directly to the Boards or (II) is not subordinate to Executiveprovision of this Agreement; provided, however, this subsection shall not apply to a circumstance in which the Company retains an internal auditor who shall have a dotted line reporting relationship to Executive and a direct reporting relationship to the Audit Committee; or (iv) for any reason during the twelve (12) month period following a Change in Control. Notwithstanding the forgoing, that none of the events described in this Subsection 7(b)(ii8(b)(ii), 8(b)(iii) or (iii8(b)(iv) shall constitute Good Reason unless Executive shall have notified the Company in writing describing the events event(s) which constitute Good Reason within sixty (60) days of the initial existence of such event(s) and then only if the Company shall have failed to cure such event within thirty (30) days after the Company’s receipt of such written notice; and provided, further, that in all events the termination of the Executive’s employment with the Corporation shall not constitute a termination for Good Reason unless such termination occurs not more than one (1) year following the initial existence of the event(s) claimed to constitute Good Reason. Any such termination by Executive for Good Reason shall be treated for all purposes of this Agreement as a termination by the Company without Cause and the provisions of Section 6(b7(b) shall apply; provided, however, that if Executive attempts to resign for Good Reason pursuant to this Section 7(b8(b) and it is ultimately determined that Good Reason did not exist, Executive shall be deemed to have resigned from employment without Good Reason and the provisions of Section 7(a8(a) (“Termination Without Good Reason”) and, by reference therein, the provisions of Section 6(a7(a) (“Termination For Cause”), shall apply.

Termination with Good Reason. The Executive may terminate the Period of Employment and resign from employment hereunder for “Good Reason”” if any of the following occur without Executive’s consent: (i) if the Company requires Executive to relocate his principal office to a location more than fifteen (15) miles from his current office, without Executive’s consent; or (ii) if the Company fails to provide Executive with the compensation and benefits called for by this Agreement; or (iiiii) if the Company: (A) assigns Executive to a position other than President and Chief Executive Officer reporting directly to the Boards, or substantially Company materially diminishes Executive’s title, assignmentauthority, duties, responsibilities, or operating authority from those specified in Section 1 or (“Duties”iii) or (B) employs if the Company materially breaches any person other than Executive who: (I) reports directly to the Boards or (II) is not subordinate to Executiveprovision of this Agreement;  provided, however, this subsection shall not apply to a circumstance in which the Company retains an internal auditor who shall have a dotted line reporting relationship to Executive and a direct reporting relationship to the Audit Committee; or (iv) for any reason during the twelve (12) month period following a Change in Control. Notwithstanding the forgoing, that none of the events described in this Subsection 7(b)(ii) or (iii) above shall constitute Good Reason unless Executive shall have notified the Company in writing describing the events event(s) which constitute Good Reason within sixty (60) days of the initial existence of such event(s) and then only if the Company shall have failed to cure such event within thirty (30) days after the Company’s receipt of such written notice; and provided, further, that in all events the termination of the Executive’s employment with the Corporation shall not constitute a termination for Good Reason unless such termination occurs not more than one (1) year following the initial existence of the event(s) claimed to constitute Good Reason. Any such termination by Executive for Good Reason shall be treated for all purposes of this Agreement as a termination by the Company without Cause and the provisions of Section 6(b7(b) shall apply; provided, however, that if Good Reason exists because of a Change of Control as defined by Section 7.3 of the Company’s 2004 and 2014 Performance Incentive Plans then the multiple in Section 7(b)(i)(C) increases to three times then current Base Salary and target incentive compensation. Further, if Executive attempts to resign for Good Reason pursuant to this Section 7(b8(b) and it is ultimately determined that Good Reason did not exist, Executive shall be deemed to have resigned from employment without Good Reason and the provisions of Section 7(a8(a) and, by reference therein, the provisions of Section 6(a7(a), shall apply.

Termination with Good Reason. The Executive may terminate the Period of Employment and resign from employment hereunder for “Good Reason”: (i) if the Company requires Executive to relocate his principal office to a location more than fifteen (15) miles from his current officeoutside of Orange County, California, without Executive’s consent; or (ii) if the Company fails to provide Executive with the compensation and benefits called for by this Agreement; or (iii) if the Company: Company (A) assigns Executive to a position other than President and Chief Executive Officer reporting directly to the BoardsBoard, or substantially diminishes Executive’s title, assignment, duties, responsibilities, or operating authority from those specified in Section 1 2 (“Duties”) or (B) employs any person other than Executive who: who (I) reports directly to the Boards Board or (II) is not subordinate to Executive; , provided, however, this subsection (iii) shall not apply to a circumstance in which which, pursuant to and consistent with any applicable statute, regulation, or listing standard, (1) the Company retains an internal auditor who shall have a dotted line reporting relationship to Executive and with a direct reporting relationship to the Audit CommitteeCommittee or (2) the Board of Directors elects a non-executive Chairman of the Board ; or (iv) for if the Company materially breaches any reason during the twelve (12) month period following a Change in Control. Notwithstanding the forgoingprovision of this Agreement; provided, however, that none of the events described in this Subsection 7(b)(ii8(b)(ii), 8(b)(iii) or (iii8(b)(iv) shall constitute Good Reason unless Executive shall have notified the Company in writing describing the events which constitute Good Reason and then only if the Company shall have failed to cure such event within thirty (30) days after the Company’s receipt of such written notice. Any such termination by Executive for Good Reason shall be treated for all purposes of this Agreement as a termination by the Company without Cause and the provisions of Section 6(b7(b) shall apply; provided, however, that if Executive attempts to resign for Good Reason pursuant to this Section 7(b8(b) and it is ultimately determined that Good Reason did not exist, Executive shall be deemed to have resigned from employment without Good Reason and the provisions of Section 7(a8(a) (“Termination Without Good Reason”) and, by reference therein, the provisions of Section 6(a7(a) (“Termination For Cause”), shall apply.

Termination with Good Reason. The Executive may terminate the Period of Employment and resign from employment hereunder for “Good Reason”: (i) if the Company requires Executive to relocate his her principal office to a location more than fifteen (15) miles from his current officeoutside of Orange County, California, without Executive’s consent; or (ii) if the Company fails to provide Executive with the compensation and benefits called for by this Agreement; or (iii) if the Company: (A) assigns Executive to a position other than President and Chief Executive Officer reporting directly to the Boards, or substantially Company materially diminishes Executive’s title, assignmentauthority, duties, responsibilities, or operating authority from those specified in Section 1 or (“Duties”iv) or (B) employs if the Company materially breaches any person other than Executive who: (I) reports directly to the Boards or (II) is not subordinate to Executiveprovision of this Agreement; provided, however, this subsection shall not apply to a circumstance in which the Company retains an internal auditor who shall have a dotted line reporting relationship to Executive and a direct reporting relationship to the Audit Committee; or (iv) for any reason during the twelve (12) month period following a Change in Control. Notwithstanding the forgoing, that none of the events described in this Subsection 7(b)(ii8(b)(ii), 8(b)(iii) or (iii8(b)(iv) shall constitute Good Reason unless Executive shall have notified the Company in writing describing the events event(s) which constitute Good Reason within sixty (60) days of the initial existence of such event(s) and then only if the Company shall have failed to cure such event within thirty (30) days after the Company’s receipt of such written notice; and provided, further, that in all events the termination of the Executive’s employment with the Corporation shall not constitute a termination for Good Reason unless such termination occurs not more than one (1) year following the initial existence of the event(s) claimed to constitute Good Reason. Any such termination by Executive for Good Reason shall be treated for all purposes of this Agreement as a termination by the Company without Cause and the provisions of Section 6(b7(b) shall apply; provided, however, that if Executive attempts to resign for Good Reason pursuant to this Section 7(b8(b) and it is ultimately determined that Good Reason did not exist, Executive shall be deemed to have resigned from employment without Good Reason and the provisions of Section 7(a8(a) (“Termination Without Good Reason”) and, by reference therein, the provisions of Section 6(a7(a) (“Termination For Cause”), shall apply.

Termination with Good Reason. The Executive may terminate the Period ---------------------------- of Employment and resign from employment hereunder for “"Good Reason”": (i) if the Company requires Executive to relocate his principal office to a location more than fifteen (15) miles from his current office, without Executive’s 's consent; or (ii) if the Company fails to provide Executive with the compensation and benefits called for by this Agreement; or (iii) if the Company: Company (A) assigns Executive to a position other than President and Chief Executive Officer reporting directly to the BoardsBoard, or substantially diminishes Executive’s 's title, assignment, duties, responsibilities, or operating authority from those specified in Section 1 (“"Duties”") or (B) employs any person other than Executive who: who (I) reports directly to the Boards Board or (II) is not subordinate to Executive; provided, however, this subsection shall not apply to a circumstance in which the Company retains an internal auditor who shall have a dotted line reporting relationship to Executive and a direct reporting relationship to the Audit Committee; or (iv) for any reason during the twelve (12) month period following a Change in Control. Notwithstanding the forgoing; provided, however, that none of the events described in this Subsection 7(b)(ii) ), or (iii7(b)(iii) shall constitute Good Reason unless Executive shall have notified the Company in writing describing the events which constitute Good Reason and then only if the Company shall have failed to cure such event within thirty (30) days after the Company’s 's receipt of such written notice. Any such termination by Executive for Good Reason shall be treated for all purposes of this Agreement as a termination by the Company without Cause and the provisions of Section 6(b) shall apply; provided, however, that if Executive attempts to resign for Good Reason pursuant to this Section 7(b) and it is ultimately determined that Good Reason did not exist, Executive shall be deemed to have resigned from employment without Good Reason and the provisions of Section 7(a) and, by reference therein, the provisions of Section 6(a), shall apply.

Termination with Good Reason. The Executive may terminate the Period of Employment and resign from employment hereunder for “Good Reason”: (i) if the Company requires Executive to relocate his her principal office to a location more than fifteen (15) miles from his current officeoutside of the New York metropolitan area, without Executive’s consent; or (ii) if the Company fails to provide Executive with the compensation and benefits called for by this Agreement; or (iii) if the Company: (A) assigns Executive to a position other than President and Chief Executive Officer reporting directly to the Boards, or substantially Company materially diminishes Executive’s title, assignmentauthority, duties, responsibilities, or operating authority from those specified in Section 1 or (“Duties”iv) or (B) employs if the Company materially breaches any person other than Executive who: (I) reports directly to the Boards or (II) is not subordinate to Executiveprovision of this Agreement; provided, however, this subsection shall not apply to a circumstance in which the Company retains an internal auditor who shall have a dotted line reporting relationship to Executive and a direct reporting relationship to the Audit Committee; or (iv) for any reason during the twelve (12) month period following a Change in Control. Notwithstanding the forgoing, that none of the events described in this Subsection 7(b)(ii8(b)(ii), 8(b)(iii) or (iii8(b)(iv) shall constitute Good Reason unless Executive shall have notified the Company in writing describing the events event(s) which constitute Good Reason within sixty (60) days of the initial existence of such event(s) and then only if the Company shall have failed to cure such event within thirty (30) days after the Company’s receipt of such written notice; and provided, further, that in all events the termination of the Executive’s employment with the Corporation shall not constitute a termination for Good Reason unless such termination occurs not more than one (1) year following the initial existence of the event(s) claimed to constitute Good Reason. Any such termination by Executive for Good Reason shall be treated for all purposes of this Agreement as a termination by the Company without Cause and the provisions of Section 6(b7(b) shall apply; provided, however, that if Executive attempts to resign for Good Reason pursuant to this Section 7(b8(b) and it is ultimately determined that Good Reason did not exist, Executive shall be deemed to have resigned from employment without Good Reason and the provisions of Section 7(a8(a) (“Termination Without Good Reason”) and, by reference therein, the provisions of Section 6(a7(a) (“Termination For Cause”), shall apply.

Termination with Good Reason. The Executive may terminate the Period of Employment and resign from employment hereunder for “Good Reason”” if any of the following occur without Executive’s consent: (i) if the Company requires Executive to relocate his principal office to a location more than fifteen (15) miles from his current office, without Executive’s consent; or (ii) if the Company fails to provide Executive with the compensation and benefits called for by this Agreement; or (iiiii) if the Company: (A) assigns Executive to a position other than President and Chief Executive Officer reporting directly to the Boards, or substantially Company materially diminishes Executive’s title, assignmentauthority, duties, responsibilities, or operating authority from those specified in Section 1 or (“Duties”iii) or (B) employs if the Company materially breaches any person other than Executive who: (I) reports directly to the Boards or (II) is not subordinate to Executiveprovision of this Agreement; provided, however, this subsection shall not apply to a circumstance in which the Company retains an internal auditor who shall have a dotted line reporting relationship to Executive and a direct reporting relationship to the Audit Committee; or (iv) for any reason during the twelve (12) month period following a Change in Control. Notwithstanding the forgoing, that none of the events described in this Subsection 7(b)(ii) or (iii) above shall constitute Good Reason unless Executive shall have notified the Company in writing describing the events event(s) which constitute Good Reason within sixty (60) days of the initial existence of such event(s) and then only if the Company shall have failed to cure such event within thirty (30) days after the Company’s receipt of such written notice; and provided, further, that in all events the termination of Executive’s employment with the Corporation shall not constitute a termination for Good Reason unless such termination occurs not more than one (1) year following the initial existence of the event(s) claimed to constitute Good Reason. Any such termination by Executive for Good Reason shall be treated for all purposes of this Agreement as a termination by the Company without Cause and the provisions of Section 6(b7(b) shall apply; provided, however, that if Executive terminates her employment by the Company for Good Reason within sixty (60) days prior to, upon or within twenty-four (24) months following the occurrence of a Change in Control Event, then the multiple referenced in Section 7(b)(ii) shall increase to two (2) times Executive’s annual rate of Base Salary and Executive’s target annual incentive (with any additional amount payable as a result of such change in the multiple to be paid within sixty (60) calendar days following the later of the termination of Executive’s employment or the date of the Change in Control Event). Further, if Executive attempts to resign for Good Reason pursuant to this Section 7(b8(b) and it is ultimately determined that Good Reason did not exist, Executive shall be deemed to have resigned from employment without Good Reason and the provisions of Section 7(a8(a) and, by reference therein, the provisions of Section 6(a7(a), shall apply. Notwithstanding any other provision of this Agreement, following such a termination of employment by Executive, except as set forth in Section 7(a) or 7(b), as applicable, Executive shall have no further rights to any compensation or other benefits under this Agreement or to any cash severance or termination benefits under any other severance plan, program, policy or arrangement of the Company and its affiliates.

Termination with Good Reason. The Executive may terminate the Period of Employment and resign from employment hereunder for “Good Reason”” if any of the following occur without Executive’s consent: (i) if the Company requires Executive to relocate his principal office to a location more than fifteen (15) miles from his current office, without Executive’s consent; or (ii) if the Company fails to provide Executive with the compensation and benefits called for by this Agreement; or (iiiii) if the Company: (A) assigns Executive to a position other than President and Chief Executive Officer reporting directly to the Boards, or substantially Company materially diminishes Executive’s title, assignmentauthority, duties, responsibilities, or operating authority from those specified in Section 1 or (“Duties”iii) or (B) employs if the Company materially breaches any person other than Executive who: (I) reports directly to the Boards or (II) is not subordinate to Executiveprovision of this Agreement; provided, however, this subsection shall not apply to a circumstance in which the Company retains an internal auditor who shall have a dotted line reporting relationship to Executive and a direct reporting relationship to the Audit Committee; or (iv) for any reason during the twelve (12) month period following a Change in Control. Notwithstanding the forgoing, that none of the events described in this Subsection 7(b)(ii) or (iii) above shall constitute Good Reason unless Executive shall have notified the Company in writing describing the events event(s) which constitute Good Reason within sixty (60) days of the initial existence of such event(s) and then only if the Company shall have failed to cure such event within thirty (30) days after the Company’s receipt of such written notice; and provided, further, that in all events the termination of Executive’s employment with the Corporation shall not constitute a termination for Good Reason unless such termination occurs not more than one (1) year following the initial existence of the event(s) claimed to constitute Good Reason. Any such termination by Executive for Good Reason shall be treated for all purposes of this Agreement as a termination by the Company without Cause and the provisions of Section 6(b7(b) shall apply; provided, however, that if Executive terminates his employment by the Company for Good Reason within sixty (60) days prior to, upon or within twenty-four (24) months following the occurrence of a Change in Control Event, then the multiple referenced in Section 7(b)(ii) shall increase to two (2) times Executive’s annual rate of Base Salary and Executive’s target annual incentive (with any additional amount payable as a result of such change in the multiple to be paid within sixty (60) calendar days following the later of the termination of Executive’s employment or the date of the Change in Control Event). Further, if Executive attempts to resign for Good Reason pursuant to this Section 7(b8(b) and it is ultimately determined that Good Reason did not exist, Executive shall be deemed to have resigned from employment without Good Reason and the provisions of Section 7(a8(a) and, by reference therein, the provisions of Section 6(a7(a), shall apply. Notwithstanding any other provision of this Agreement, following such a termination of employment by Executive, except as set forth in Section 7(a) or 7(b), as applicable, Executive shall have no further rights to any compensation or other benefits under this Agreement or to any cash severance or termination benefits under any other severance plan, program, policy or arrangement of the Company and its affiliates.

Termination with Good Reason. The Executive may terminate the Period of Employment and resign from employment hereunder for “Good Reason”” if any of the following occur without Executive’s consent: (i) if the Company requires Executive to relocate his principal office to a location more than fifteen (15) miles from his current office, without Executive’s consent; or (ii) if the Company fails to provide Executive with the compensation and benefits called for by this Agreement; or (iiiii) if the Company: (A) assigns Executive to a position other than President and Chief Executive Officer reporting directly to the Boards, or substantially Company materially diminishes Executive’s title, assignmentauthority, duties, responsibilities, or operating authority from those specified in Section 1 or (“Duties”iii) or (B) employs if the Company materially breaches any person other than Executive who: (I) reports directly to the Boards or (II) is not subordinate to Executiveprovision of this Agreement; provided, however, this subsection shall not apply to a circumstance in which the Company retains an internal auditor who shall have a dotted line reporting relationship to Executive and a direct reporting relationship to the Audit Committee; or (iv) for any reason during the twelve (12) month period following a Change in Control. Notwithstanding the forgoing, that none of the events described in this Subsection 7(b)(ii) or (iii) above shall constitute Good Reason unless Executive shall have notified the Company in writing describing the events event(s) which constitute Good Reason within sixty (60) days of the initial existence of such event(s) and then only if the Company shall have failed to cure such event within thirty (30) days after the Company’s receipt of such written notice; and provided, further, that in all events the termination of the Executive’s employment with the Corporation shall not constitute a termination for Good Reason unless such termination occurs not more than one (1) year following the initial existence of the event(s) claimed to constitute Good Reason. Any such termination by Executive for Good Reason shall be treated for all purposes of this Agreement as a termination by the Company without Cause and the provisions of Section 6(b7(b) shall apply; provided, however, that if Executive attempts to resign for Good Reason pursuant to this Section 7(b8(b) and it is ultimately determined that Good Reason did not exist, Executive shall be deemed to have resigned from employment without Good Reason and the provisions of Section 7(a8(a) and, by reference therein, the provisions of Section 6(a7(a), shall apply.

Termination with Good Reason. The Executive Employee may terminate the Period of ---------------------------- Employment and resign from employment hereunder for “"Good Reason”": (i) if the Company requires Executive Employee to relocate his principal office to a location more than fifteen (15) miles from his current officeoutside of Orange County, California, without Executive’s Employee's consent; or (ii) if the Company fails to provide Executive Employee with the compensation and benefits called for by this Agreement; or (iii) if the Company: Company (A) assigns Executive Employee to a position other than President and Chief Executive Officer reporting directly to the BoardsBoard, or substantially diminishes Executive’s title, Employee's assignment, duties, responsibilities, or operating authority from those specified in Section 1 (“"Duties”") or (B) employs any person other than Executive who: Employee who (I) reports directly to the Boards Board or (II) is not subordinate to Executive; provided, however, this subsection shall not apply to a circumstance in which the Company retains an internal auditor who shall have a dotted line reporting relationship to Executive and a direct reporting relationship to the Audit CommitteeEmployee; or (iv) for any reason during the twelve (12) month period following a Change in of Control. Notwithstanding ; or (v) if the forgoingCompany materially breaches any provision of this Agreement; provided, however, that none of the events described in this Subsection 7(b)(ii8(b)(ii), 8(b)(iii) or (iii8(b)(v) shall constitute Good Reason unless Executive Employee shall have notified the Company in writing describing the events which constitute Good Reason and then only if the Company shall have failed to cure such event within thirty (30) days after the Company’s 's receipt of such written notice. Any such termination by Executive Employee for Good Reason shall be treated for all purposes of this Agreement as a termination by the Company without Cause and the provisions of Section 6(b7(b) shall apply; provided, however, that if Executive Employee attempts to resign for Good Reason pursuant to this Section 7(b8(b) and it is ultimately determined that Good Reason did not exist, Executive Employee shall be deemed to have resigned from employment without Good Reason and the provisions of Section 7(a8(a) ("Termination Without Good Reason") and, by reference therein, the provisions of Section 6(a7(a) ("Termination For Cause"), shall apply.. For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred upon the occurrence of the following: Evercore Capital Partners L.P., directly or through its affiliates that are or have become parties to the Stockholders Agreement, ceases to

Termination with Good Reason. The Executive may terminate the Period of Employment and resign from employment hereunder for “Good Reason”: (i) if the Company requires Executive to relocate his principal office to a location more than fifteen (15) miles from his current officeoutside of Houston, Texas, without Executive’s consent; or (ii) if the Company fails to provide Executive with the compensation and benefits called for by this Agreement; or (iii) if the Company: (A) assigns Executive to a position other than President and Chief Executive Officer reporting directly to the Boards, or substantially Company materially diminishes Executive’s title, assignmentauthority, duties, responsibilities, or operating authority from those specified in Section 1 or (“Duties”iv) or (B) employs if the Company materially breaches any person other than Executive who: (I) reports directly to the Boards or (II) is not subordinate to Executiveprovision of this Agreement; provided, however, this subsection shall not apply to a circumstance in which the Company retains an internal auditor who shall have a dotted line reporting relationship to Executive and a direct reporting relationship to the Audit Committee; or (iv) for any reason during the twelve (12) month period following a Change in Control. Notwithstanding the forgoing, that none of the events described in this Subsection 7(b)(ii8(b)(ii), 8(b)(iii) or (iii8(b)(iv) shall constitute Good Reason unless Executive shall have notified the Company in writing describing the events event(s) which constitute Good Reason within sixty (60) days of the initial existence of such event(s) and then only if the Company shall have failed to cure such event within thirty (30) days after the Company’s receipt of such written notice; and provided, further, that in all events the termination of the Executive’s employment with the Corporation shall not constitute a termination for Good Reason unless such termination occurs not more than one (1) year following the initial existence of the event(s) claimed to constitute Good Reason. Any such termination by Executive for Good Reason shall be treated for all purposes of this Agreement as a termination by the Company without Cause and the provisions of Section 6(b7(b) shall apply; provided, however, that if Executive attempts to resign for Good Reason pursuant to this Section 7(b8(b) and it is ultimately determined that Good Reason did not exist, Executive shall be deemed to have resigned from employment without Good Reason and the provisions of Section 7(a8(a) (“Termination Without Good Reason”) and, by reference therein, the provisions of Section 6(a7(a) (“Termination For Cause”), shall apply.