Common use of Termination by the Executive Clause in Contracts

Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):

Termination by the Executive. The Executive’s employment may be terminated by the Executive may terminate employment hereunder at any time for any or no reason, including but not limited to, with Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):.

Termination by the Executive. The Executive’s employment may be terminated by the Executive may terminate employment hereunder at any time for any reason, including but not limited to, with Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any one or more of the following events without the Executive’s consent (eachprior written consent, a “unless the Company fully corrects the circumstances constituting Good Reason Condition”):(provided such circumstances are capable of correction) as provided below:

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, during the Employment Period with Good Reason or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of occurrence, without the Good Reason Process (hereinafter defined) following the occurrence Executive’s express written consent, of any of the following events without the Executive’s consent (each, a “Good Reason ConditionEvents”)::

Termination by the Executive. The Executive’s employment may be terminated by the Executive may terminate employment hereunder at any time for any reason, including but not limited to, with Good Reason or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any one or more of the following events without the Executive’s consent (eachprior written consent, a “unless the Company fully corrects the circumstances constituting Good Reason Condition”):(provided such circumstances are capable of correction) as provided below:

Termination by the Executive. The Executive’s employment may be terminated by the Executive may terminate employment hereunder at any time for any reason, including but not limited to, with Good ReasonReason in connection with a Change in Control (as defined in the Plan). For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any one or more of the following events in connection with a Change in Control, in any case, without the Executive’s consent (eachprior written consent, a “unless the Company fully corrects the circumstances constituting Good Reason Condition”):(provided such circumstances are capable of correction) as provided below:

Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):consent:

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):events:

Termination by the Executive. The Executive’s employment may be terminated by the Executive may terminate employment hereunder at any time for any reason, including but not limited to, reason or for Good ReasonReason by providing thirty (30) days prior written notice to the Company. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events following, without the Executive’s consent (each, a “Good Reason Condition”):consent:

Termination by the Executive. (1) The Executive may terminate the Executive’s employment hereunder at any time (A) for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean provided that the Executive has completed all steps of the may resign for Good Reason Process (hereinafter defined) following only if the occurrence Executive provides notice of any of such reason for resignation to the following events without the Executive’s consent (each, a “Company stating that such reason will be grounds for resignation for Good Reason Condition”):if Holdings fails to cure such reason within thirty (30) days following receipt of such notice or (B) for any other reason by giving thirty (30) days prior written notice to Holdings.

Termination by the Executive. The As provided in this Section 7(c), the Executive may terminate his employment hereunder at any time for any reason, including but not limited to, “Good Reason. For purposes of this Agreement, .” “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events (without the Executive’s consent (eachexpress written consent) of any one of the following acts by the Company, a “Good Reason Condition”):or failure by the Company to act:

Termination by the Executive. The Executive's employment may be terminated by the Executive may terminate employment hereunder at any time for any reason, including but not limited to, with Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any one or more of the following events without the Executive’s consent (each's prior written consent, a “unless the Company fully corrects the circumstances constituting Good Reason Condition”):(provided such circumstances are capable of correction) as provided below:

Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean means that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):

Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good ReasonReason by delivery of written notice to the Company effective fifteen (15) days after the date of delivery of such notice. For purposes of this Agreementhereof, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, during the Employment Period with Good Reason or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of occurrence, without the Good Reason Process (hereinafter defined) following the occurrence Executive’s express written consent, of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):following:

Termination by the Executive. The Executive’s employment may be terminated by the Executive may terminate employment hereunder at any time for any reason, including but not limited to, with Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any one or more of the following events events, in any case, without the Executive’s consent (eachprior written consent, a “unless the Company fully corrects the circumstances constituting Good Reason Condition”):(provided such circumstances are capable of correction) as provided below:

Termination by the Executive. The Executive’s employment may be terminated by the Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any one or more of the following events without the Executive’s consent (each, a “Good Reason Condition”):prior written consent:

Termination by the Executive. The Executive may terminate her employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):events:

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including including, but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without events: (i) a material diminution in the Executive’s consent (eachresponsibilities, a “Good Reason Condition”):authority or

Termination by the Executive. The Executive’s employment may be terminated by the Executive may terminate employment hereunder at any time for any reason, including but not limited to, with Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any one or more of the following events events, in any case, without the Executive’s consent (eachprior written consent, a “unless the Company fully corrects the circumstances constituting Good Reason Condition”):(provided such circumstances are capable of correction) as provided below:

Termination by the Executive. The Executive’s employment under this Agreement may be terminated by the Executive may terminate employment hereunder (i) at any time time, for any reason or no reason, including but not limited to, upon prior written notice to the Employer or (ii) for Good ReasonReason (as defined below). For purposes of this Agreement, “Good Reason” shall mean that that the Executive has completed all steps of complied with the Good Reason Process (hereinafter definedas defined below) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):events:

Termination by the Executive. The At any time during the Term, the Executive may terminate his employment hereunder at any time for any reason, including but not limited toto Good Reason. If the Executive provides notice to the Company under Section 1 that he does not wish to extend the Term, such action shall be deemed a voluntary termination by the Executive and one without Good Reason. For purposes of this Agreementhereof, the term “Good Reason” shall mean that a termination of employment by the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any for one or more of the following events without the Executive’s consent (each, a “Good Reason Condition”):reasons:

Termination by the Executive. The Executive may terminate his ---------------------------- employment hereunder at any time for any reason, including but not limited to, "Good Reason. For purposes of this Agreement, “." "Good Reason” " shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence (without the Executive's express written consent) of any one of the following events without acts by the Executive’s consent (eachCompany, a “Good Reason Condition”):or failure by the Company to act:

Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):

Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s written consent (each, a “Good Reason Condition”):

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without events: (i) a material diminution in the Executive’s consent responsibilities, authority or duties; (each, ii) a “Good Reason Condition”):material diminution in the Executive’s Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or

Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the first occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):

Termination by the Executive. The Executive may terminate the Executive’s employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without events: (i) a material diminution in the Executive’s consent responsibilities, authority or duties; (each, ii) a “Good Reason Condition”):material diminution in the Executive’s Base Salary; (iii) a material

Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events occurring without the Executive’s consent (each, a “Good Reason Condition”):

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “any determination regarding the existence of Good Reason” shall mean that , any claim by the Executive has completed all steps that Good Reason exists shall be presumed to be correct unless the Company establishes to the then existing Compensation Committee of the Board that Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):does not exist.

Termination by the Executive. The Executive’s employment with the Company may be terminated by the Executive may terminate employment hereunder at any time for any reason or for no reason; provided, including but not limited tohowever, that the Executive may terminate his employment with the Company for Good ReasonReason only during a Change of Control Period. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):mean:

Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter definedas defined below) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):

Termination by the Executive. The Executive may terminate Executive’s employment hereunder at any time may be terminated by the Executive for any reason, including but not limited to, with Good Reason or by the Executive without Good Reason. For purposes , or by reason of this Agreement, “Good Reason” shall mean that the Executive has completed all steps a Non-Renewal of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):Employment Period.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, "Good Reason. For purposes of this Agreement, “." "Good Reason” " for termination by the Executive of the Executive's employment shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence (without the Executive's express written consent) of any one of the following events without acts by the Executive’s consent (eachCompany, a “Good Reason Condition”):or failure by the Company to act:

Termination by the Executive. The Executive may terminate her employment hereunder at any time for any reason, including but not limited to, during the Employment Period with Good Reason or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of occurrence, without the Good Reason Process (hereinafter defined) following the occurrence Executive’s express written consent, of any of the following events without the Executive’s consent (each, a “Good Reason ConditionEvents”)::

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that is defined in the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):Severance Plan.

Termination by the Executive. The Executive may terminate the Executive’s employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):written consent:

Termination by the Executive. The Executive may terminate his employment hereunder at any time upon thirty days’ prior written notice to the Company for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that (A) any removal of the Executive has completed all steps from the position indicated in Section A of the Good Reason Process (hereinafter defined) following the occurrence Appendix I hereof, except in connection with termination of any of the following events without the Executive’s consent employment for Cause, or (each, B) a “Good Reason Condition”):reduction in the Executive’s Salary or any other willful action by the Company that is materially inconsistent with the terms of this Agreement.

Termination by the Executive. The Executive's employment with the Employers may be terminated by Executive may terminate employment hereunder at any time for any reasontime, including but not limited to, for Good ReasonReason following a Change in Control. For purposes of this Agreement, “Good Reason” Reason shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):events:

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):the

Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s express written consent (each, a “Good Reason Condition”):

Termination by the Executive. The This Agreement and the employment of the Executive may shall terminate employment hereunder at any time for any reasonthe election of the Executive, including but not limited to, Good Reason. For purposes of this Agreement, with or without “Good Reason” shall mean that (as defined below), upon written notice by the Executive has completed all steps to the Company (subject, if it is with Good Reason, to the timing provisions set forth in the definition of Good Reason); provided that if the termination is without Good Reason Process Reason, the Executive will provide ninety (hereinafter defined90) following days written notice to the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):Company.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Agreement "Good Reason” " shall mean that the Executive has completed all steps (A) a change in control of the Good Reason Process Company (hereinafter definedas defined below), or (B) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):a

Termination by the Executive. The Executive may terminate resign from employment hereunder at any time for any reasonwithout Good Reason immediately upon notice to the Company, including but not limited to, or with Good Reason subject to the applicable notice requirements set forth in the definition of Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without events: (i) a material diminution in the Executive’s consent (eachresponsibilities, authority or duties; provided that, a “Good Reason Condition”):change in title, reporting relationships and/or responsibilities of the Executive could, but

Termination by the Executive. The Executive may terminate the Executive's employment hereunder at any time for any reason, including but not limited to, to Good Reason, subject to applicable notice periods and requirements. For purposes of this Agreement, “"Good Reason” " shall mean that the Executive has completed all steps of complied with the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):events:

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, with or without Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter definedA) following the occurrence of any of the following events without a material diminution in or adverse alteration to the Executive’s consent (each, a “Good Reason Condition”):'s title or duties as set forth in Section 3 herein,

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):ACTIVE/101233977.1

Termination by the Executive. The Executive may terminate her employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):complied

Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, during the Employment Period with Good Reason or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of occurrence, without the Good Reason Process (hereinafter defined) following the occurrence Executive’s express written consent, of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):Events":

Termination by the Executive. The Executive may terminate their employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):following

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “any determination regarding the existence of Good Reason” shall mean that , any claim by the Executive has completed all steps that Good Reason exists shall be presumed to be correct unless (except for purposes of Subsection 13(h)(i)) the Company establishes to the then existing Compensation Committee of the Board that Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):does not exist.

Termination by the Executive. The Executive may terminate employment his engagement hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):

Termination by the Executive. The As provided in this Section 7(c), the Executive may terminate his employment hereunder at any time for any reason, including but not limited to, “Good Reason. For purposes of this Agreement, .” “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events (without the Executive’s consent (eachexpress written consent) of any one of the following acts by the Company taken without the express approval or concurrent of the Executive, a “Good Reason Condition”):or failure by the Company to act:

Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the Good Reason Process (hereinafter defined) following the occurrence of any of the following events “Good Reason Conditions” that occur without the Executive’s consent (each, a “Good Reason Condition”):consent:

Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s prior written consent (each, a “Good Reason Condition”):

Termination by the Executive. The Executive may terminate the Executive’s employment hereunder at any time for any reasonreason including, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with and completed all steps of the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):events

Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the ACTIVE/116086495.1 Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):

Termination by the Executive. The Executive may terminate the Executive’s employment hereunder at any time during the Employment Term for any reason, including but not limited to, Good ReasonReason (as defined below). For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events (without the Executive’s consent (each, a “Good Reason Condition”express written consent):

Termination by the Executive. The Executive's employment may be terminated by the Executive may terminate employment hereunder at any time for any reason, including but not limited to, with Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any one or more of the following events events, in any case, without the Executive’s consent (each's prior written consent, a “unless the Company fully corrects the circumstances constituting Good Reason Condition”):(provided such circumstances are capable of correction) as provided below:

Termination by the Executive. The Executive’s employment may be terminated by the Executive may terminate employment hereunder at any time for any Good Reason or no reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following means the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):consent:

Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the ACTIVE/116086497.1 Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):

Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s written consent (each, a “Good Reason Condition”):): or duties; a material diminution in the Executive’s responsibilities, authority

Termination by the Executive. The Executive may terminate the Executive’s employment hereunder at any time for any reason, including but not limited to, to with or without Good Reason, subject to applicable notice periods and requirements as set forth herein. For “Good Reason” means, for purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any one or more of the following events without the Executive’s consent prior written consent: (eacha) the assignment to the Executive of any duties materially and adversely inconsistent with the Executive’s position, a “Good Reason Condition”):duties and

Termination by the Executive. The At any time during the Term, the Executive may terminate his employment hereunder at any time for any reason, including but not limited toto Good Reason. If the Executive provides notice to the Company under Section 1 that he elects to discontinue the extensions, such action shall be deemed a voluntary termination by the Executive and one without Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):​ ​

Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that mean, consistent with the Executive has completed all steps Prior Agreement (which, for the avoidance of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (eachdoubt, a “Good Reason Condition”is fully superseded):

Termination by the Executive. (1) The Executive may terminate the Executive’s employment hereunder at any time (A) for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean provided that the Executive has completed all steps of the may resign for Good Reason Process (hereinafter defined) following only if the occurrence Executive provides notice of any of such reason for resignation to the following events without the Executive’s consent (each, a “Company stating that such reason will be grounds for resignation for Good Reason Condition”):if Holdings fails to cure such reason within thirty (30) days following receipt of such notice or (B) for any other reason by giving fifteen (15) days prior written notice to Holdings.

Termination by the Executive. The Executive may terminate the Executive’s employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the Good Reason Process (hereinafter defineddefined below) following the occurrence of any of the following events without “Good Reason Conditions”: (i) a material diminution in the Executive’s consent (each, a “Good Reason Condition”):Execution Version

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without events: (i) a material diminution in the Executive’s consent (each, a “Good Reason Condition”):’s

Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the Executive’s first occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):

Termination by the Executive. The Executive may terminate the Executive’s employment hereunder at any time for any reasonreason including, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):the

Termination by the Executive. The Executive may terminate her employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent express written consent: (eachi) a material diminution in the Executive’s responsibilities, authority or duties; (ii) a “Good Reason Condition”):material diminution in the Executive’s Base Salary and/or Target Incentive Compensation (unless such diminution is in

Termination by the Executive. The Executive may terminate employment hereunder at At any time for any reason, including but not limited to, Good Reason. For purposes prior to the expiration of the Term of this Agreement, “Good Reason” the Executive may terminate his employment with the Company for good reason (defined below) or for any other reason. The term "good reason" shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):following:

Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s prior written consent (but, to avoid doubt, not including the changes in the Executive’s compensation and duties that shall occur in connection with a CEO Transition Termination) (each, a “Good Reason Condition”):

Termination by the Executive. The Executive may terminate his ---------------------------- employment hereunder at any time upon thirty days' prior written notice to the Company for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean that (A) any removal of the Executive has completed all steps from the position indicated in Section A of Appendix I hereof, except in connection with termination of the Good Reason Process Executive's employment for Cause, or (hereinafter definedB) following the occurrence of any of the following events without a reduction in the Executive’s consent (each, a “Good Reason Condition”):'s Salary or any other willful action by the Company that is materially inconsistent with the terms of this Agreement.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without events: (i) a material diminution in the Executive’s consent (eachresponsibilities, authority or duties ; provided that, a “Good Reason Condition”):change in title, reporting relationships and/or responsibilities of the Executive could, but

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s prior written consent provided that the Executive has given the Company notice of its occurrence within sixty (each60) days after the occurrence, a the Company fails to remedy the condition within 30 days following such notice (the “Good Reason Condition”):Cure

Termination by the Executive. The Executive may terminate her employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent express written consent: (eachi) a material diminution in the Executive’s responsibilities, a “Good Reason Condition”):authority and function;

Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):​

Termination by the Executive. The At any time during the Term, the Executive may terminate his employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without events: (i) a material diminution in the Executive’s consent (each, a “Good Reason Condition”):responsibilities,

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, with or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the Good Reason Process (hereinafter defined) following the occurrence of any one or more of the following events without the consent of the Executive: (i) a diminution in the Executive’s consent (each, a “Good Reason Condition”):Base

Termination by the Executive. The Executive may terminate [his/her] employment hereunder at any time for any reason, including but not limited to, for Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without events: (i) a material diminution in the Executive’s consent (eachresponsibilities, a “Good Reason Condition”):authority or ACTIVE/115800828.1

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without events: (i) a material diminution in the Executive’s consent responsibilities, authority or duties; (each, ii) a “Good Reason Condition”):material diminution in the Executive’s Base Salary for any reason other than in connection with the termination of the Executive’s employment hereunder; (iii) the Executive is required to

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without events: (i) the assignment to the Executive of any duties materially inconsistent in any respect with the Executive’s consent position (eachincluding title) or duties contemplated by Section 1(b) hereof, or any other action by the Company or the Employer which results in a “Good Reason Condition”):material

Termination by the Executive. The Executive may terminate Executive's employment hereunder may be terminated effective immediately by the Executive by written notice to each of the Employers' respective Boards of Directors at any time for any reasontime, including but not limited to, for Good Reason. For purposes of this Agreement, “Good Reason” Reason shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):events:

Termination by the Executive. The Executive may terminate [his]/[her] employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without events: (i) a material diminution in the Executive’s consent (eachresponsibilities, authority or duties including, without limitation, changes in reporting that occur as a “Good Reason Condition”):result of a Change in Control

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent express written consent: (eachi) a material diminution in the Executive’s responsibilities, a “Good Reason Condition”):authority and function;

Termination by the Executive. The Executive may terminate his ------------------------------ employment hereunder at any time for any reason, including but not limited to, "Good Reason". For purposes of this Agreement, “the Executive shall have "Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):" to terminate his employment hereunder

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without events: (i) the assignment to the Executive of any duties materially inconsistent in any respect with the Executive’s consent position (each, a “Good Reason Condition”):including title) or duties contemplated by Section 1(b)

Termination by the Executive. The Executive may terminate the Executive’s employment hereunder at any time for any reason, including but not limited to, to Good Reason, subject to applicable notice periods and requirements. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent events: (each, i) a “Good Reason Condition”):material

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):events:

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of complied with the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without events: (i) a material breach of this Agreement by the Employers, (ii) a diminution of, or reduction or adverse alteration of, the Executive’s consent (eachduties or responsibilities, a “Good Reason Condition”):or the Employers’

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”)::

Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, to Good Reason. For purposes of this Agreement, “Good Reason” shall mean means that the Executive has completed all steps of complied with the “Good Reason Process Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent events: (each, a “Good Reason Condition”):i) a

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to, Good Reason. For Reason for purposes of this Agreement, “"Good Reason” " shall mean that mean: (A) a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten (10) days after notice of such noncompliance has been given by the Executive has completed all steps of to the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):Company;