Common use of Termination by Executive with Good Reason Clause in Contracts

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his employment and the Term for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Chief Strategy and Performance Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities; or (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his Executive’s employment and the Term for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Chief Strategy and Performance Officer President (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive and (ii) any change in status, office, titles and reporting requirements following a Change in Control (as defined in the 2019 Plan) of the Company in which the Company ceases to be a standalone public reporting company, provided that the material duties of Executive following such Change in Control are not inconsistent with those of Executive immediately prior to such Change in Control; (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty thirty-five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s 's responsibilities; or (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his employment and the Term for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Chief Strategy and Performance Officer Vice President, Finance (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive and (ii) any action taken following a change in control of the Company, including, but not limited to, a change in reporting requirements and/or responsibilities if the Company ceases to be a standalone public reporting company following such change in control; (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities; or (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his Executive’s employment and the Term for Good Reason. For purposes of this Agreementagreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the General Counsel and Chief Strategy and Performance Development Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive and (ii) any change in status, office, titles and reporting requirements following a Change in Control of the Company in which the Company ceases to be a standalone public reporting company, provided that the material duties of Executive following such Change in Control are not inconsistent with those of Executive immediately prior to such Change in Control; (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty thirty-five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities; or (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.

Termination by Executive with Good Reason. At any time during Subject to the Termprovisions detailed below, upon thirty (30) days’ written notice to the Company of his intent to terminate the Agreement, Executive may shall have the right to terminate his employment and the Term under this Agreement for “Good Reason. .” For purposes of this Agreement, “Good Reason” shall mean is defined as any one of the following: (Ai) the assignment to Executive Company’s willful material breach of any provision of this Agreement; (ii) any material duties inconsistent with adverse change in Executive’s position as the Chief Strategy and Performance Officer (including status, officeoffices, titles and reporting requirements), authority, duties or responsibilities (other than a change due to Executive’s Permanent Disability or as an accommodation under the Americans With Disabilities Act) which results in: (A) a diminution in any other action by the Company material respect in Executive’s position, authority, duties, responsibilities or compensation, which diminution continues in time over at least thirty (30) days, such that results in it constitutes an effective demotion; or (B) a material diminution in such diversion from Executive’s performance of the functions of Executive’s position, excluding for this purpose any action material adverse changes made with Executive’s written consent or due to Executive’s termination For Cause or termination by Executive without Good Reason; or (iii) relocation of the Company’s headquarters and/or Executive’s regular work address to a location which requires him to travel more than forty (40) miles from Executive’s place of employment on the date hereof; provided, however, that it shall not taken in bad faith and that is remedied by constitute Good Reason unless Executive shall have provided the Company promptly after receipt with written notice of a Notice of Termination for its alleged actions constituting Good Reason (as defined below) thereof given by Executive (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities; or (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason which notice shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth specify in reasonable detail the specific conduct particulars of such Good Reason) within 30 days of the Company that constitutes events alleged actions constituting Good Reason and the specific provision(s) of this Agreement on which Executive relies, Company has not cured any such alleged Good Reason or substantially commenced its effort to cure such breach within ninety thirty (9030) days of the initial existence Company’s receipt of one such written notice. If the Executive’s employment is terminated by the Executive with Good Reason, the Executive shall continue to receive his base salary for a period of twelve (12) months from the effective date of termination, payable in accordance with the Company’s normal payroll schedule, and in addition, if Executive elects to receive Consolidated Omnibus Budget Reconciliation Act (“COBRA”) continuation coverage under the Company’s medical plan, the Company shall reimburse the same portion of the conditions constituting Good Reason. A premium costs for the medical portion of such COBRA coverage for a period of eighteen (18) months as the Company was paying on Executive’s behalf under the Company’s medical plan immediately prior to the termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the CompanyExecutive’s employment; provided that Executive is and remains eligible for such COBRA continuation coverage. For the avoidance of doubt, it is understood and agreed that any period during which the Company reimburses for a termination portion of employment Executive’s COBRA premium costs pursuant to the preceding sentence shall count toward the 18-month maximum COBRA eligibility period. Payments hereunder will be subject to all applicable withholding taxes. The base salary continuation and continued health insurance coverage is referred to herein as “Severance Benefits”. Notwithstanding the foregoing, Executive shall not become effective if be entitled to any Severance Benefits unless (i) Executive complies with all of the restrictive covenants by which he is bound (whether pursuant to this Agreement or otherwise), including, but not limited to, any non-competition agreement, non-solicitation agreement, confidentiality agreement or invention assignment agreement signed by Executive, and (ii) the Executive executes, delivers and does not revoke a general release in form and substance acceptable to the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within no later than thirty (30) days after the Company’s receipt date of termination and any revocation period with respect to such release has expired; further provided, however, that if the consideration and/or revocation period straddles two taxable years, then the Company shall make the severance payments starting in the second of such Notice taxable years, regardless of Termination which taxable year the executed release is delivered. The parties hereto acknowledge that the Severance Benefits to be provided under this Section 5(c) are to be provided in consideration for Good Reasonthe above-specified release.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his Executive’s employment and with Good Reason by providing the Term Company written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. Said notice shall state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Good ReasonReason is based and shall provide the Company with a Cure Period (as defined in Section 8(c)(i) above), and such termination shall be effective at the expiration of the Cure Period unless the Company has fully cured such act or acts or failure or failures to act that give rise to Good Reason during such Cure Period. For purposes In the event of this Agreement, “termination with Good Reason” , Executive shall mean (Abe entitled to the same payments and benefits as provided in Section 8(d) hereof for a termination by the assignment Company without Cause, subject to Executive the same conditions on payment and benefits as described in Section 8(d) hereof. Following such termination of material duties inconsistent with Executive’s position employment by Executive with Good Reason, except as the Chief Strategy and Performance Officer (including status, office, titles and reporting requirementsset forth in this Section 8(e), Executive shall have no further rights to any compensation or any other action by benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits. So long as Executive has received the first monthly installment of the Severance Payment, notwithstanding the foregoing, the payments and benefits described in clauses (ii), (iii), (iv), (v) and (vi) of Section 8(d) above that would otherwise be due and owing under this Section (e) shall immediately terminate, and the Company that results in a material diminution in such positionshall have no further obligations to Executive with respect thereto, excluding for this purpose any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance event that Executive breaches any provision of the CIAA. Executive agrees that in the event Executive has breached the CIAA and Company has ceased making Severance Payments, that so long has Executive has received the first installment of the Severance Benefits, the Release of Claims shall remain in full force and effect notwithstanding the cessation of Severance Payments by Company as a result of Executive’s responsibilities; or (C) any material failure by the Company to comply with any breach of the provisions CIAA. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, other than Executive’s sole and exclusive remedy upon a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason the Company without Cause shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) receipt of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good ReasonSeverance Benefits.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his employment and the Term for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Chief Strategy and Performance Clinical Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive and (ii) any action taken following a change in control of the Company, including, but not limited to, a change in reporting requirements and/or responsibilities if the Company ceases to be a standalone public reporting company following such change in control; (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities; or (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.

Termination by Executive with Good Reason. At any time during Subject to this Section 5(c), upon thirty (30) days’ written notice to the TermCompany of his intent to terminate the Agreement, Executive may shall have the right to terminate his employment and the Term under this Agreement for “Good Reason. .” For purposes of this Agreement, “Good Reason” shall mean is defined as any one of the following: (Ai) the assignment to Executive Company’s willful material breach of any provision of this Agreement; (ii) any material duties inconsistent with adverse change in Executive’s position as the Chief Strategy and Performance Officer (including status, officeoffices, titles and reporting requirements), authority, duties or responsibilities (other than a change due to Executive’s Permanent Disability or as an accommodation under the Americans With Disabilities Act) which results in: (A) a diminution in any other action by the Company material respect in Executive’s position, authority, duties, responsibilities or compensation, which diminution continues in time over at least thirty (30) days, such that results in it constitutes an effective demotion; or (B) a material diminution in such diversion from Executive’s performance of the functions of Executive’s position, excluding for this purpose any action material adverse changes made with Executive’s written consent or due to Executive’s termination For Cause or termination by Executive without Good Reason; or (iii) relocation of the Company’s headquarters and/or Executive’s regular work address to a location which requires him to travel more than forty (40) miles from Executive’s place of employment on the date hereof; provided, however, that it shall not taken in bad faith and that is remedied by constitute Good Reason unless Executive shall have provided the Company promptly after receipt with written notice of a Notice of Termination for its alleged actions constituting Good Reason (as defined below) thereof given by Executive (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities; or (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason which notice shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth specify in reasonable detail the specific conduct particulars of such Good Reason) within 30 days of the Company that constitutes events alleged actions constituting Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Company has not cured any such alleged Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given or substantially commenced its effort to the Company; provided that cure such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason breach within thirty (30) days after of the Company’s receipt of such Notice of Termination for written notice. If the Executive’s employment is terminated by the Executive with Good Reason, and the Executive has been employed by the Company for at least twelve (12) months following the Effective Date, the Executive shall continue to receive his base salary for a period of twelve (12) months from the effective date of termination, payable (subject to the timing restrictions below) in accordance with the Company’s normal payroll schedule, and in addition, if Executive timely elects to receive Consolidated Omnibus Budget Reconciliation Act (“COBRA”) continuation coverage under the Company’s medical plan, the Company shall reimburse the same portion of the premium costs for the medical portion of such COBRA coverage for a period of eighteen (18) months as the Company was paying on Executive’s behalf under the Company’s medical plan immediately prior to the termination of Executive’s employment; provided that Executive is and remains eligible for such COBRA continuation coverage. For the avoidance of doubt, it is understood and agreed that any period during which the Company reimburses for a portion of Executive’s COBRA premium costs pursuant to the preceding sentence shall count toward the 18-month maximum COBRA eligibility period. Payments hereunder will be subject to all applicable withholding taxes. The base salary continuation and continued health insurance coverage is referred to herein as “Severance Benefits”. If the Executive’s employment is terminated by the Executive prior to the first twelve (12) months of employment with the Company pursuant to this Section 5 (c), the Executive shall be entitled to Severance Benefits as outlined above only if the employment is terminated by the Executive as a result of the Company’s failure to pay the Executive’s base salary pursuant to this Agreement and such breach remains uncured following thirty (30) days of the Company’s receipt of such written notice. Notwithstanding the foregoing, Executive shall not be entitled to any Severance Benefits unless (i) Executive complies with all of the restrictive covenants by which he is bound (whether pursuant to this Agreement or otherwise), including, but not limited to, any non-competition agreement, non-solicitation agreement, confidentiality agreement or invention assignment agreement signed by Executive, and (ii) the Executive executes, delivers and does not revoke a general release in form and substance acceptable to the Company no later than thirty (30) days (or forty-five (45) days as may be required under applicable law) after the date of termination and any revocation period with respect to such release has expired which release will be provided to Executive within five (5) days following Executive’s termination; further provided, however, that if the consideration and/or revocation period straddles two taxable years, then the Company shall accumulate any severance payments payable during the year of termination and shall make the accumulated severance payments starting in the second of such taxable years at the time the first scheduled payment for such second taxable year is payable, regardless of which taxable year the executed release is delivered. The parties hereto acknowledge that the Severance Benefits to be provided under this Section 5(c) are to be provided in consideration for the above-specified release.

Termination by Executive with Good Reason. At any time during Subject to the Termprovisions detailed below, upon thirty (30) days’ written notice to the Company of his intent to terminate the Agreement, the Executive may shall have the right to terminate his employment and the Term under this Agreement for Good Reason. For purposes of this Agreement, “Good Reason” shall mean is defined as any one of the following: (Ai) Company’s willful material breach of any provision of this Agreement; or (ii) any material adverse change in the assignment to Executive of material duties inconsistent with Executive’s position as the Chief Strategy and Performance Officer (including status, officeoffices, titles and reporting requirements)) authority, duties or responsibilities (other than a change due to the Executive’s Permanent Disability) which results in: (A) a diminution in any other action by material respect in the Company Executive’s position, authority, duties, responsibilities or compensation, which diminution continues in time over at least thirty (30) days such that results in it constitutes an effective demotion; or (B) a material diminution in such diversion from the Executive’s performance of the functions of the Executive’s position, excluding for this purpose any action not taken in bad faith and that is remedied by material adverse changes made with the Company promptly after receipt of a Notice of Termination Executive’s written consent or due to the Executive’s termination for Good Reason Cause (as defined below) thereof given or termination by the Executive (B) without Good Reason; provided, however, that it shall not constitute Good Reason unless the Executive shall have provided the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty five (35) miles with written notice of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities; or (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for its alleged actions constituting Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason (which notice shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth specify in reasonable detail the specific conduct particulars of such Good Reason) within 30 days of the Company that constitutes events alleged actions constituting Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Company has not cured any such alleged Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given or substantially commenced its effort to the Company; provided that cure such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason breach within thirty (30) days after of the Company’s receipt of such Notice of Termination for written notice. If the Executive’s employment is terminated by the Executive with Good Reason, the Executive shall continue to receive his base salary, any unpaid bonus and health insurance coverage on the same terms as made available to the Company’s employees for a period of two (2) months from the effective date of termination (such continuation of base salary and health insurance coverage being the “Severance Benefits”). Notwithstanding the foregoing, the Executive shall not be entitled to any Severance Benefits unless (i) the Executive complies with all of the restrictive covenants by which he is bound (whether pursuant to this Agreement or otherwise), including, but not limited to, any non competition agreement, non solicitation agreement or confidentiality agreement signed by the Executive, and (ii) the Executive executes, delivers and does not revoke a general release in form and substance acceptable to the Company. The parties hereto acknowledge that the Severance Benefits to be provided under this Section 5(c) are to be provided in consideration for the above specified release.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his Executive’s employment and the Term for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Chief Strategy and Performance Officer President or more senior position (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive Executive; (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty thirty-five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities, provided, however, that this clause 3(iv)(B) will not have any force or effect until such time that, and only for the period of time that, Executive has permanently relocated Executive’s home and permanently resides within thirty-five (35) miles of the Company’s Boca Raton headquarters; or (C) a Change in Control (as defined in the Grant Agreement) of the Company; (D) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive; or (E) the Executive not directly reporting to the Board on or before December 31, 2021. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his Executive’s employment and the Term for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Chief Strategy and Performance Business Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive and (Bii) any change in status, office, titles and reporting requirements following a Change in Control of the Company requiring Executive in which the Company ceases to be based at any office or location other than a standalone public reporting company, provided that the material duties of Executive following such Change in Palm Beach County, Florida, or within thirty five (35) miles Control are not inconsistent with those of Executive immediately prior to such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required Change in the performance of Executive’s responsibilitiesControl; or (CB) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his Executive’s employment and the Term for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Chief Strategy and Performance Officer Executive Vice President, Operations (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive and (Bii) any change in status, office, titles and reporting requirements following a Change in Control of the Company requiring Executive in which the Company ceases to be based at any office or location other than a standalone public reporting company, provided that the material duties of Executive following such Change in Palm Beach County, Florida, or within thirty five (35) miles Control are not inconsistent with those of Executive immediately prior to such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required Change in the performance of Executive’s responsibilitiesControl; or (CB) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his Executive’s employment and the Term for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Vice President of Finance and Chief Strategy and Performance Accounting Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive and (ii) any change in status, office, titles and reporting requirements following a Change in Control (as defined in the 2019 Plan) of the Company in which the Company ceases to be a standalone public reporting company, provided that the material duties of Executive following such Change in Control are not inconsistent with those of Executive immediately prior to such Change in Control; (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty thirty-five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s 's responsibilities; or (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his or her employment and the Term for with Good Reason. For purposes of this Agreement, “Good Reason” shall mean means that (Ai) the assignment to Executive of material duties inconsistent with Executive’s position primary work location (i.e., the business office to which Executive is assigned) as of the Chief Strategy and Performance Officer (including status, office, titles and reporting requirements), or any other action date on which this Agreement was executed is moved by the Company that results in more than fifty (50) miles without his or her permission; (ii) a material reduction or diminution in such position, excluding for this purpose Executive’s principle duties and responsibilities without his or her permission; (iii) all or any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance portion of Executive’s responsibilitiestotal target compensation package (including, without limitation, all forms of compensation and benefits) is adversely changed which would materially reduce the maximum potential compensation to be received by Executive in the year in which such change(s) occurs without his or her permission, provided, however, that such reduction shall not be considered “Good Reason” if the reduction is consistent with a reduction applicable to others employed in a similar capacity with the Company, or is consistent with the terms of any Company bonus program or Plan as long as the Company can demonstrate a legitimate business purpose for any such reduction based upon an adverse change in the financial performance of the Company at the time of the implementation of any such reduction; or (Civ) any a material failure by the Company to comply with any of the provisions breach of this Agreement. If Executive wishes to invoke the Good Reason basis for his or her voluntary termination, other than a failure not occurring in bad faith and that is remedied by he shall give the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice thirty (“Notice of Termination for Good Reason”) of the termination30)-day notice, setting forth in reasonable detail the specific conduct of within which the Company that constitutes Good Reason and shall have the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of opportunity to cure the conditions constituting Good Reason. A termination of employment by If the Company fails to cure the conditions constituting Good Reason, and Executive for Good Reason shall be effective on executes and honors the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if Separation Agreement, then the Company shall have substantially corrected provide Executive with the circumstance severance and other benefits under Section 2.b.; provided, however, that the rate of the Base Salary shall be at the rate in effect as of the termination date without giving effect to any reduction in Base Salary giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination a resignation for Good Reason, and that, if Executive is entitled to the severance pay and benefits outlined in Section 4, the severance and other benefits under Section 2.b shall not also be provided. In addition, and whether Executive executes the Separation Agreement or not, the Company will pay Executive his or her Accrued Obligations with the first payroll immediately following the termination.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his Executive’s employment and the Term for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Chief Strategy and Performance Financial Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive and (ii) any change in status, office, titles and reporting requirements following a Change in Control of the Company in which the Company ceases to be a standalone public reporting company, provided that the material duties of Executive following such Change in Control are not inconsistent with those of Executive immediately prior to such Change in Control; (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty thirty-five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities, provided, however, that this clause 3(iv)(B) will not have any force or effect until such time that and only for the period of time that Executive has permanently relocated his home and permanently resides within thirty-five (35) miles of the Company’s Boca Raton headquarters; or (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his employment and the Term hereunder for Good Reason. For purposes “Good Reason” means the occurrence, without the express prior written consent of this AgreementExecutive, of any of the following events: (A) any material diminution by the Company of Executive’s authority, duties or responsibilities, as specified herein or as modified from time to time by written agreement (other than a diminution due to an accommodation of Executive’s disability pursuant to (c) above; and other than a diminution on account of failure of the Executive to be reelected to the Board), (B) the imposition on the Executive of a requirement that he report to a corporate officer or employee other than reporting directly to the Board of Directors, (C) any reduction in Executive’s Base Salary from the initial Base Salary provided for hereunder, (D) any material breach by the Company of any of its material obligations to Executive, (E) any relocation by the Company of Executive’s primary office work location to a point that is more than fifty (50) miles from 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21136, or (F) the failure of the Board to nominate the Executive to serve on the Board of Directors. Notwithstanding the foregoing, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with terminate Executive’s position as the Chief Strategy and Performance Officer employment shall not exist unless (including status, office, titles and reporting requirements), or any other action by a) a written notice has first been delivered to the Company that results in a material diminution in such position, excluding for this purpose any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities; or (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for “Good Reason given thereof by Executive. A termination of employment by Executive for Notice”), which Good Reason shall be effected by Executive’s giving Notice specifically identifies the Board written notice (“Notice of Termination for Good Reason”event(s) of the termination, setting forth in reasonable detail the specific conduct of the Company that or circumstances Executive believes constitutes Good Reason and the specific provision(s(b) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected fails to cure or rectify the circumstance giving rise to the Notice of Termination for Good Reason same within thirty (30) days after the Company’s receipt giving of the Good Reason Notice (the “Good Reason Period”) . If the Company fails to timely cure or rectify such Notice events of circumstances in accordance with the foregoing, Executive may send a notice to the Company that he is terminating his employment for Good Reason (“Good Reason Termination Notice”), in which case his employment hereunder shall thereupon be terminated for Good Reason. If any Good Reason Notice shall not have been delivered by Executive within ninety (90) days following the date Executive becomes aware of the purported existence of a Good Reason event, or any Good Reason Termination Notice shall not have been delivered within thirty (30) days following the end of the Good Reason Period, then unless continuing or reoccurring thereafter, the applicable event or circumstances shall no longer be a basis for Good Reason and any purported termination of Executive’s employment relating to the applicable event or circumstances shall not be a termination for Good Reason under this Agreement. Executive acknowledges that election of the Executive to serve on the Board of Directors of the Company is an action taken annually by the stockholders, and agrees that. assuming he is nominated, the failure, following his initial appointment to the Board, of the Executive to be reelected to the Board, or his ceasing to serve on the Board, for any reason shall not be a basis or grounds for Good Reason hereunder. For the avoidance of doubt, any prospective action that would, if actually taken or implemented, constitute Good Reason (after the expiration without cure of the applicable notice and cure period provided for above) shall not in any event be deemed to have occurred unless and until such action is actually taken or implemented.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his Executive’s employment and the Term for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the General Counsel and Chief Strategy and Performance Development Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive and (ii) any change in status, office, titles and reporting requirements following a Change in Control of the Company in which the Company ceases to be a standalone public reporting company, provided that the material duties of Executive following such Change in Control are not inconsistent with those of Executive immediately prior to such Change in Control; (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty thirty-five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s 's responsibilities; or (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.

Termination by Executive with Good Reason. At any time during the Term, Executive may terminate his Executive’s employment and the Term for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) the assignment to Executive of material duties inconsistent with Executive’s position as the Chief Strategy and Performance Executive Officer (including status, office, titles and reporting requirements), or any other action by the Company that results in a material diminution in such position, excluding for this purpose (i) any action not taken in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason (as defined below) thereof given by Executive and (ii) any change in status, office, titles and reporting requirements following a Change in Control (as defined in the 2019 Plan) of the Company in which the Company ceases to be a standalone public reporting company, provided that the material duties of Executive following such Change in Control are not inconsistent with those of Executive immediately prior to such Change in Control; (B) the Company requiring Executive to be based at any office or location other than in Palm Beach County, Florida, or within thirty thirty-five (35) miles of such location, or such other location as mutually agreed to by the Company and Executive, except for travel reasonably required in the performance of Executive’s responsibilities; or (C) any material failure by the Company to comply with any of the provisions of this Agreement, other than a failure not occurring in bad faith and that is remedied by the Company promptly after receipt of a Notice of Termination for Good Reason given thereof by Executive. A termination of employment by Executive for Good Reason shall be effected by Executive’s giving the Board written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relies, within ninety (90) days of the initial existence of one of the conditions constituting Good Reason. A termination of employment by Executive for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is given to the Company; provided that such a termination of employment shall not become effective if the Company shall have substantially corrected the circumstance giving rise to the Notice of Termination for Good Reason within thirty (30) days after the Company’s receipt of such Notice of Termination for Good Reason.