Common use of Good Reason Clause in Contracts

Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncured.

Good Reason. For purposes of this Agreement, The Executive shall have “Good Reason” means the occurrence for termination of any one employment in connection with a Change in Control of the following events without Company in the event of: (i) any breach of this Agreement by the Company, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that the Company remedies promptly after receipt of notice thereof given by the Executive’s written consent: ; (Aii) a any reduction in the Executive’s base salary, percentage of base salary available as incentive compensation or bonus opportunity or benefits, in each case relative to those most favorable to the Executive in effect at any time during the 180-day period prior to the Change in Control; (iii) the removal of the Executive from, or any failure to reelect or reappoint the Executive to, any of the positions held with the Company on the date of the Change in Control or any other positions with the Company to which the Executive shall thereafter be elected, appointed or assigned, except when it is with in the event that such removal or failure to reelect or reappoint relates to the termination by the Company of the Executive’s consent employment for Cause or part by reason of an overall similar reduction for similarlydisability pursuant to Section 8(b); (iv) a good faith determination by the Executive that there has been a material adverse change, without the Executive’s written consent, in the Executive’s working conditions or status with the Company relative to the most favorable working conditions or status in effect during the 180-situated executives; day period prior to the Change in Control, including but not limited to (A) a significant change in the nature or scope of the Executive’s authority, powers, functions, duties or responsibilities, or (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements, but in each case excluding for this purpose an isolated, insubstantial and inadvertent event not occurring in bad faith that the Company remedies within ten (10) days after receipt of notice thereof given by the Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company ; (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (xv) there is no demotion in Executive’s position or reduction the relocation of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases location more than 50 miles from the Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately on the date 180 days prior to such relocation the Change in Control; or (excluding regular travel in the ordinary course of business); or (Evi) a material breach by the Company requires the Executive to travel on Company business 20% in excess of any material provision the average number of this Agreement or any other agreement between days per month the Executive and was required to travel during the Company. Notwithstanding the foregoing or any other provision of this Agreement 180-day period prior to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified Change in such notice, in the event such condition(s) remained uncuredControl.

Good Reason. For purposes of this Agreement, Executive shall have “Good Reason” means for resignation from employment with the occurrence of Company if any one of the following events actions are taken by the Company without Executive’s affirmative prior written consent: consent to such adverse change (A) a reduction in which specifically acknowledges Executive’s base salary, except when it is waiver of the Good Reason condition with Executive’s consent or part respect to the individual action that would otherwise form the basis of an overall similar reduction a resignation for similarly-situated executives; Good Reason): (Ba) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction base salary of 10% or more in the actual amount aggregate during the 12-month period following the closing of annual cash bonus paid to Executive shall not constitute Good Reason)a Change in Control; (Cb) a significant material reduction in Executive’s duties (including responsibilities with respect to management of Company or in Executive’s authority or status within Company (and/or authorities), provided, however, that a reduction change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of new duties are materially reduced from the scope of Executive’s duties within the Company that existed before the Change in Control prior duties; or (yc) Executive is given a position relocation of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between relocation. In order to resign for Good Reason, Executive and must provide written notice to the Company. Notwithstanding ’s Chief Executive Officer within 30 days after the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial first occurrence of the eventevent giving rise to Good Reason setting forth the basis for Executive’s resignation, allowed allow the Company thirty (30) at least 30 days from receipt of such written notice to cure such circumstancesevent, and terminated Executive’s employment for Good Reason if such event is not reasonably cured within ninety (90) such period, Executive must resign from all positions Executive then holds with the Company not later than 60 days following after the initial occurrence expiration of the condition(s) specified in such notice, in the event such condition(s) remained uncuredcure period.

Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any one or more of the following events without Executive’s express written consent: (Ai) a the assignment to Executive of any duties or the reduction in of Executive’s base salaryduties, except when it is with Executive’s consent or part either of an overall similar reduction for similarly-situated executives; (B) which results in a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion diminution in Executive’s position or reduction responsibilities with the Company in effect immediately prior to such assignment, or the removal of Executive from such position and responsibilities, unless Executive is provided with comparable duties, position and responsibilities; provided, however, it being understood that a new position with a larger combined company does not alone constitute “Good Reason” if it is in the same area of operations and involves substantially the same duties and scope of responsibilities and management responsibility notwithstanding that Executive may not retain as senior of a title within the larger combined company as Executive’s duties prior title; (ii) a material reduction by the Company in the base salary of Executive; provided that, it being understood that a reduction by the Company by five percent (5%) or more in the base salary or bonus opportunity of Executive as in effect immediately prior to such reduction shall be deemed Good Reason within the Company that existed before the Change in Control or meaning of this clause (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller companyii); (Diii) a material change in the geographic location at which Executive is required to relocate Executive’s principal place must perform services (for purposes of employment with this Agreement, the Company (or successor to the Company, if applicable) relocation of Executive to a place that increases Executive’s onefacility or a location less than twenty-way commute by more than fifty five (50 miles25) as compared to miles from Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel present location shall not be considered a material change in the ordinary course of businessgeographic location); or (Eiv) a any material breach by the Company of any material provision of this Agreement Agreement, or any other agreement between Executive and (vi) the Company. Notwithstanding failure of the foregoing or any other provision Company to obtain the assumption of this Agreement to by any successor. Executive will not resign for Good Reason without first providing the contrary, Company with written notice of the acts or omissions constituting the grounds for “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than thirty (30) days following the initial occurrence date of the condition(s) specified in such notice, in and Executive’s resignation of employment must occur no later than thirty (30) days following the event end of such condition(sthirty (30) remained uncuredday cure period.

Good Reason. For purposes of this Agreement, The Executive shall have “Good Reason” means the occurrence for termination of any one employment in connection with a Change in Control of the following events without Company in the event of: (i) any breach of this Agreement by the Company, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that the Company remedies promptly after receipt of notice thereof given by the Executive’s written consent: ; (Aii) a any reduction in the Executive’s base salary, percentage of base salary available as incentive compensation or bonus opportunity or benefits, in each case relative to those most favorable to the Executive in effect at any time during the 180-day period prior to the Change in Control; (iii) the removal of the Executive from, or any failure to reelect or reappoint the Executive to, any of the positions held with the Company on the date of the Change in Control or any other positions with the Company to which the Executive shall thereafter be elected, appointed or assigned, except when it is with in the event that such removal or failure to reelect or reappoint relates to the termination by the Company of the Executive’s consent employment for Cause or part by reason of an overall similar reduction for similarlydisability pursuant to Section 7(b); (iv) a good faith determination by the Executive that there has been a material adverse change, without the Executive’s written consent, in the Executive’s working conditions or status with the Company relative to the most favorable working conditions or status in effect during the 180-situated executives; day period prior to the Change in Control, including but not limited to (A) a significant change in the nature or scope of the Executive’s authority, powers, functions, duties or responsibilities, or (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements, but in each case excluding for this purpose an isolated, insubstantial and inadvertent event not occurring in bad faith that the Company remedies within ten (10) days after receipt of notice thereof given by the Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company ; (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (xv) there is no demotion in Executive’s position or reduction the relocation of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases location more than 50 miles from the Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately on the date 180 days prior to such relocation the Change in Control; or (excluding regular travel in the ordinary course of business); or (Evi) a material breach by the Company requires the Executive to travel on Company business 20% in excess of any material provision the average number of this Agreement or any other agreement between days per month the Executive and was required to travel during the Company. Notwithstanding the foregoing or any other provision of this Agreement 180-day period prior to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified Change in such notice, in the event such condition(s) remained uncuredControl.

Good Reason. For purposes of this Agreement, The term “Good Reason” means the occurrence for purposes of this Agreement shall (subject to § 1.11(e)) mean: (a) SunTrust or any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following SunTrust Affiliate after a Change in Control shall not constitute Good Reason if (x) there is no demotion in but before the end of Executive’s position Protection Period reduces Executive’s base salary or reduction opportunity to receive comparable incentive compensation or bonuses without Executive’s express written consent; (b) SunTrust or any SunTrust Affiliate after a Change in Control but before the end of Executive’s Protection Period reduces the scope of Executive’s duties within principal or primary duties, responsibilities or authority, without Executive’s express written consent; (c) SunTrust or any SunTrust Affiliate at any time after a Change in Control but before the Company end of Executive’s Protection Period (without Executive’s express written consent) transfers Executive’s primary work site from Executive’s primary work site on the date of such Change in Control or, if Executive subsequently consents in writing to such a transfer under this Agreement, from the primary work site which was the subject of such consent, to a new primary work site which is outside the “standard metropolitan statistical area” which then includes Executive’s then current primary work site unless such new primary work site is closer to Executive’s primary residence than Executive’s then current primary work site; or (d) SunTrust or any SunTrust Affiliate after a Change in Control but before the end of Executive’s Protection Period fails (without Executive’s express written consent) to continue to provide to Executive health and welfare benefits, deferred compensation and retirement benefits, stock option and restricted stock grants that existed before are in the aggregate comparable to those provided to Executive immediately prior to the Change in Control Control; provided, however, (e) No such act or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) omission shall be treated as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if under this Agreement unless: (i) Executive has not provided delivers to the Company Compensation Committee a detailed, written statement of the basis for Executive’s belief that such act or omission constitutes Good Reason, (ii) Executive delivers such statement before the later of (A) the end of the ninety (90) day period which starts on the date there is an act or omission which forms the basis for Executive’s belief that Good Reason exists or (B) the end of the period mutually agreed upon for purposes of this § 1.11(e)(1)(ii) in writing by Executive and the Board written notice Chairman of the circumstances constituting “Good Reason” within Compensation Committee, (iii) Executive gives the Compensation Committee a thirty (30) days day period after the delivery of such statement to cure the initial occurrence basis for such belief and (iv) Executive actually submits Executive’s written resignation to the Compensation Committee during the sixty (60) day period which begins immediately after the end of the event, allowed the Company such thirty (30) days day period if Executive reasonably and in good faith determines that Good Reason continues to cure exist after the end of such circumstancesthirty (30) day period, or (2) SunTrust states in writing to Executive that Executive has the right to treat such act or omission as Good Reason under this Agreement and terminated Executive resigns during the sixty (60) day period which starts on the date such statement is actually delivered to Executive; (f) If (1) Executive gives the Compensation Committee the statement described in § 1.11(e)(1) before the end of the thirty (30) day period which immediately follows the end of the Protection Period and Executive thereafter resigns within the period described in § 1.11(e)(1), or (2) SunTrust provides the statement to Executive described in § 1.11(e)(2) before the end of the thirty (30) day period which immediately follows the end of the Protection Period and Executive thereafter resigns within the period described in § 1.11(e)(2); then (3) such resignation shall be treated under this Agreement as if made in Executive’s employment Protection Period; and (g) If Executive consents in writing to any reduction described in § 1.11(a) or § 1.11(b), to any transfer described in § 1.11(c) or to any failure described in § 1.11(d) in lieu of exercising Executive’s right to resign for Good Reason within ninety (90and delivers such consent to SunTrust, the date such consent is delivered to SunTrust thereafter shall be treated under this definition as the date of a Change in Control for purposes of determining whether Executive subsequently has Good Reason under this Agreement to resign under § § 3.1 or § 3.6 as a result of any subsequent reduction described in § 1.11(a) days following the initial occurrence of the condition(sor § 1.11(b), any subsequent transfer described in § 1.11(c) specified or any subsequent failure described in such notice, in the event such condition(s) remained uncured§ 1.11(d).

Good Reason. For purposes of this Agreement, “Good Reason” means the termination of Executive’s employment with the Company Group by Executive in accordance with the next sentence after the occurrence of any one or more of the following events without Executive’s express written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (Bi) a material reduction in of Executive’s incentive compensation (providedduties, for clarityauthorities, that any reduction in the actual amount of annual cash bonus paid or responsibilities relative to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s duties, authorities, or responsibilities with respect in effect immediately prior to management of Company or in Executive’s authority or status within Company (the reduction; provided, however, that a reduction in Executive’s responsibilities or authority continued employment following a Change in Control shall with substantially the same duties, authorities, or responsibilities with respect to the Company Group’s business and operations will not constitute “Good Reason if Reason” (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contraryfor example, “Good Reason” shall does not exist if Executive has not provided is employed by the Company and Group or a successor with substantially the Board same duties, authorities, or responsibilities with respect to the Company Group’s business that Executive had immediately prior to the Change in Control regardless of whether Executive’s title is revised to reflect Executive’s placement within the overall corporate hierarchy or whether Executive provides services to a subsidiary, affiliate, business unit or otherwise); (ii) a material reduction by a Company Group member in Executive’s annual total target cash compensation; provided, however, that, a reduction of annual total target cash compensation that also applies to substantially all other similarly situated employees of the Company Group members will not constitute “Good Reason”; (iii) a material change in the geographic location of Executive’s primary work facility or location by more than 50 miles from Executive’s then present location; provided, that a relocation to a location that is within 50 miles from Executive’s then-present primary residence will not be considered a material change in geographic location, or (iv) failure of a successor corporation to assume the obligations under this Agreement. In order for the termination of Executive’s employment with a Company Group member to be for Good Reason, Executive must not terminate employment without first providing written notice to the Company of the circumstances acts or omissions constituting the grounds for “Good Reason” within thirty (30) 90 days of the initial occurrence existence of the eventgrounds for “Good Reason” and a cure period of 30 days following the date of written notice (the “Cure Period”), allowed the Company thirty (30) days to cure such circumstancesgrounds must not have been cured during that time, and terminated Executive must terminate Executive’s employment for Good Reason within ninety (90) 30 days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncuredCure Period.

Good Reason. For purposes of this Agreement, “The Executive shall have a "Good Reason” means " for termination of employment on or after the occurrence of Effective Date if the Executive determines in good faith that any one of the following events has occurred: (i) any breach of this Agreement by the Company, including specifically any breach by the Company of its agreements contained in Section 4, Section 5 or Section 6, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that the Company remedies promptly after receipt of notice thereof given by the Executive; (ii) any reduction in the Executive's base salary, percentage of base salary available as incentive compensation or bonus opportunity or benefits, in each case relative to those most favorable to the Executive in effect at any time during the 180-day period prior to the Effective Date or, to the extent more favorable to the Executive, those in effect after the Effective Date; (iii) a material adverse change, without the Executive’s 's prior written consent: , in the Executive's working conditions or status with the Company or the Employer from such working conditions or status in effect during the 180-day period prior to the Effective Date or, to the extent more favorable to the Executive, those in effect after the Effective Date, including but not limited to (A) a reduction material change in the nature or scope of the Executive’s base salary's titles, except when it is with Executive’s consent authority, powers, functions, duties, reporting requirements or part of an overall similar reduction for similarly-situated executives; responsibilities, or (B) a material reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements, but excluding for this purpose an isolated, insubstantial and inadvertent event not occurring in bad faith that the Company remedies promptly after receipt of notice thereof given by the Executive’s incentive compensation ; (provided, for clarity, that any reduction iv) the relocation of the Executive's principal place of employment to a location more than 35 miles from the Executive's principal place of employment on the date 180 days prior to the Effective Date; (v) the Employer requires the Executive to travel on Employer business to a materially greater extent than was required during the 180-day period prior to the Effective Date; (vi) failure by the Company to obtain the agreement referred to in Section 16(a) as provided therein; or (vii) the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in the Employer terminates the Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following 's employment after a Change in Control shall not constitute Good Reason if without delivering a Notice of Termination in accordance with Section 12; provided that (xA) there is no demotion any such event occurs following the Effective Date or (B) in Executive’s position the case of any event described in clauses (ii), (iii), (iv) or reduction (v) above, such event occurs on or prior to the Effective Date under circumstances described in clause (iii)(B)(1) or (iii)(B)(2) of the scope definition of "Effective Date." In the event of a dispute regarding whether the Executive terminated the Executive’s duties within 's employment for "Good Reason" in accordance with this Agreement, no claim by the Company that existed before the Change in Control or (y) Executive is such termination does not constitute a Covered Termination shall be given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with effect unless the Company (or successor to the Company, if applicable) to establishes by clear and convincing evidence that such termination does not constitute a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach Covered Termination. Any election by the Company of any material provision of this Agreement or any other agreement between Executive and to terminate the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s 's employment for Good Reason within ninety (90) days following shall not be deemed a voluntary termination of employment by the initial occurrence Executive for purposes of the condition(s) specified in such notice, in the event such condition(s) remained uncuredany other employee benefit or other plan.

Good Reason. For purposes (a) The Executive shall be deemed to resign for Good Reason if and only if (i) his Termination of Employment occurs within the two (2) year period immediately following the date on which a Covered Action (as defined by subsection (b), below) occurs and (ii) the conditions specified by subsections (b), (c), and (d) of this Agreement, “Section 1.8 are satisfied. (b) The Executive shall have Good Reason” means Reason to resign from employment with the occurrence of any Company only if at least one of the following events without (each a “Covered Action”) occurs within the two (2) year period immediately following the effective date of a Change of Control: (i) Interpublic or a Subsidiary materially reduces the Executive’s written consent: annualized rate of base salary; (Aii) an action by Interpublic or a reduction Subsidiary results in a material diminution of the Executive’s base salaryauthority, except when it is with Executive’s consent duties or part of responsibilities; (iii) an overall similar reduction for similarly-situated executives; (B) action by Interpublic or a Subsidiary results in a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction diminution in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s authority, duties, or responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within supervisor to whom the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place report, including a requirement that the Executive report to a corporate officer or employee instead of employment with the Company (or successor reporting directly to the CompanyBoard of Directors; (iv) Interpublic or a Subsidiary materially diminishes the budget over which the Executive retains authority; (v) Interpublic or a Subsidiary requires the Executive, if applicable) without his express written consent, to a place that increases Executive’s one-way commute by be based in an office more than fifty (50 miles50) as compared to Executive’s then-current principal place of employment immediately prior to such miles outside the city in which he is principally based, unless (A) the relocation (excluding regular travel in decision is made by the ordinary course of business); Executive or (EB) the Executive is notified in writing that Interpublic or his employer is seriously considering such a material breach by relocation and the Company of any material provision of this Agreement Executive does not object in writing within ten (10) days after he receives such written notice; or (vi) Interpublic or any other a Subsidiary materially breaches an employment agreement between Executive Interpublic or the Subsidiary and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” Executive. (c) The Executive shall not exist if have Good Reason to resign as a result of a Covered Action unless — (i) within the ninety (90) day period immediately following the date on which such Covered Action first occurs, the Executive notifies Interpublic in writing that such Covered Action has occurred; and (ii) such Covered Action is not remedied within the thirty (30) day period immediately following the date on which Interpublic receives a notice provided in accordance with paragraph (i), above. (d) The Executive shall not have Good Reason to resign as a result of a Covered Action unless before the Company end of the thirty-one (31) day period immediately following the end of the thirty (30) day period specified by paragraph (c)(ii), above, the Executive gives Interpublic a minimum of thirty (30) days’, and the Board a maximum of ninety (90) days’, advance written notice of the circumstances constituting “Good Reason” within thirty (30) days effective date of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncuredhis resignation.

Good Reason. For purposes of this Agreement, “Good Reason” means means, without the occurrence of any one express written consent of the following events without Executive (i) a change in the Executive’s written consent: position with the Company or an Affiliate which results in a material diminution of the Executive’s authority, duties or responsibilities; (Aii) a material reduction by the Company or an Affiliate in the annual rate of the Executive’s base salary, except when it is with ; (iii) a change in the location of the Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) principal office to a material reduction in different place that is more than fifty miles from the Executive’s incentive compensation principal office immediately prior to such change or (provided, for clarity, that any iv) the Company’s material breach of this Agreement. A reduction in the actual amount Executive’s rate of annual cash bonus paid to Executive base pay shall not constitute Good Reason); be material if the rate of annual base salary on any date is less than ninety percent (C90%) a significant reduction in of the Executive’s responsibilities with respect to management highest rate of Company or annual base pay as in Executive’s authority or status within Company effect on any date in the preceding thirty-six (36) months; provided, however, that a reduction in the Executive’s rate of annual base pay shall be disregarded to the extent that the reduction is applied similarly to the Company’s other officers. Notwithstanding the two preceding sentences, a change in the Executive’s duties or responsibilities or authority following a Change reduction in Control the annual rate of the Executive’s base salary in connection with the Executive’s termination of employment (for Cause, disability or retirement), shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of and the scope of Executive’s duties within Executive shall not have Good Reason to resign solely because the Company does not have common stock or other securities that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach are publicly traded. A resignation by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, shall not be with “Good Reason” shall not exist if unless the Executive has not provided gives the Company and the Board written notice of specifying the circumstances constituting “event or condition that the Executive asserts constitutes Good Reason” within thirty (30) , the notice is given no more than ninety days of after the initial occurrence of the event, allowed event or initial existence of the condition that the Executive asserts constitutes Good Reason and the Company thirty (30) days has failed to remedy or cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event or condition during the thirty day period after such condition(s) remained uncuredwritten notice is given to the Company.

Good Reason. For purposes of this AgreementExhibit A, “"Good Reason” means " shall mean the occurrence occurrence, without the Executive's express written consent, of any one of the following events without circumstances, unless such circumstances are fully corrected prior to the date of termination specified in the Termination Notice for a Termination for Good Reason as contemplated in Section II(b) above: (i) any material diminution of the Executive’s written consent's positions with Company or any material positions with its subsidiaries or affiliates, duties or responsibilities hereunder (except in each case in connection with the termination of the Executive's employment for Cause or due to the Executive's Disability or death, or temporarily as a result of Executive's illness or other absence), or the assignment to the Executive of duties or responsibilities that are inconsistent with the Executive's position under the Agreement at the time of a Change of Control; (ii) removal of the Executive from, or the failure to reelect the Executive to, any office he holds with the Company as of the date of the Change of Control; (iii) relocation of the Company's principal executive offices to a location that increases the Executive's commute to work by more than 35 miles: (iv) failure by the Company, after the Change of Control, (A) a reduction to continue in effect, without amendment adverse to the Executive’s base salary, except when any bonus plan, program or arrangement in which the Executive is entitled to participate immediately prior to the Change of Control (the "Bonus Plans"), provided that it is shall not be "Good Reason" if the Company amends or terminates any Bonus Plan but provides the Executive with Executive’s consent substantially similar benefits under comparable substitute plans ("Substitute Plans"), or part of an overall similar reduction for similarly-situated executives; (B) to continue the Executive as a material reduction participant in Executive’s incentive compensation the Bonus Plans and/or Substitute Plans on at least the same basis as to potential amount of the bonus and substantially the same level of criteria for achievability thereof as the Executive participated in immediately prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (provided, for clarity, that v) any failure to pay the Executive his Base Salary in a timely manner or any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); the Base Salary (Cvi) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a any material breach by the Company of any material provision of this Agreement the Agreement; or (vii) failure of any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement successor to the contrary, “Good Reason” shall not exist if Executive has not provided Company to promptly acknowledge in writing the obligations of the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncuredhereunder.

Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of shall mean any one of the following events without Executive’s written consentrefusal to accept: (Ai) a reduction material diminution in Executive’s base salarycompensation, except when it which for purposes of this Agreement will mean a reduction of 10% or more in Executive’s base salary plus MICP target; (ii) discontinuation of eligibility to participate in a material long-term cash or equity award or equity-based grant program (or in a comparable substitute program) in which other officers of the Company are generally eligible to participate; (iii) any material diminution of authority, duties or responsibilities, including any change in the authority, duties or responsibilities of Executive that is inconsistent in any material and adverse respect with Executive’s consent or part of an overall similar reduction for similarlythen-situated executives; (B) a material reduction in Executive’s incentive compensation (providedcurrent position(s), for clarityauthority, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s duties and responsibilities with respect to management of the Company or in Executive’s authority or status within Company (any subsidiary; provided, however, that “Good Reason” will not be deemed to exist pursuant to this clause (iii) solely on account of the Company no longer being a reduction publicly traded entity or solely on account of a change in the reporting relationship of Executive’s responsibilities ; or authority following (iv) a Change material adverse change in Control shall not constitute Good Reason if the geographic location at which the Company requires Executive to be based as compared to the location where Executive was based immediately prior to the change, which for purposes of this Agreement will mean: (x) there is no demotion a relocation that results in an increase in the commuting distance from Executive’s position or reduction principal residence to his new job location of the scope of Executive’s duties within the Company that existed before the Change in Control more than 50 miles, or (y) a relocation that requires Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s his principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Companyresidence. Notwithstanding the foregoing or any other provision of this Agreement to the contraryforegoing, however, “Good Reason” shall will not be deemed to exist if Executive has not provided the Company and the Board written notice as a result of any of the circumstances constituting actions stated in clauses (i) or (ii) above to the extent that such actions are in connection with an across-the-board change or termination that equally affects at least ninety percent (90%) of all officers of the Company, and an act or omission will not constitute a “Good Reason” unless Executive gives written notice to the Company of the existence of such act or omission within ninety (90) days of its initial existence, the Company fails to cure the act or omission within thirty (30) days after the notification, and actual termination of employment occurs within two (2) years of the initial occurrence existence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncuredact or omission.

Good Reason. For purposes The Executive may terminate his status as an officer and employee for “Good Reason,” which is defined as follows: (a) Any failure by the Company or its affiliates to comply with any of the provisions of this Agreement (including, but not limited to, the failure to provide the Executive with the position set forth in Article I, Section 1 and, at a minimum, the Base Salary set forth in Article II, Section 1), other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that is remedied within 10 days after receipt by the Company of written notice thereof from the Executive; or (b) The assignment to the Executive of any duties inconsistent in any material respect with Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by this Agreement, or any other action that results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith that is remedied within 10 days after receipt by the Company of written notice thereof from the Executive. (c) Following a Change of Control, as defined in Article V hereof, “Good Reason” means the occurrence of any one will also include: (i) Any failure of the following events without Company to provide the Executive with the position, authority, duties and responsibilities at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control. Executive’s written consent: (A) position, authority, duties and responsibilities after a reduction Change of Control shall not be considered commensurate in Executive’s base salary, except when it is all material respects with Executive’s consent or part position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control the Executive holds an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction equivalent position in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); Company; (Cii) a significant reduction in Executive’s responsibilities with respect to management of The Company or in Executive’s authority its affiliates requiring the Executive to be based at any office or status within Company (provided, however, that a reduction in Executive’s responsibilities location other than the office or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before location where Executive was employed immediately preceding the Change in Control of Control, or (y) requiring the Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) travel on business to a place that increases Executive’s one-way commute by more substantially greater extent than fifty (50 miles) as compared to Executive’s then-current principal place of employment required immediately prior to such relocation a Change of Control; or (excluding regular travel in the ordinary course of business); or (Eiii) a material breach Any failure by the Company of any material provision to comply with and satisfy Article VIII, Sections 1(c) and (d) of this Agreement or any other agreement between Executive and the CompanyAgreement. Notwithstanding the foregoing or any other provision Any determination of this Agreement to the contrary, “Good Reason” made by the Executive in good faith and based upon his reasonable belief and understanding shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncuredbe conclusive.

Good Reason. For purposes of this AgreementIf you are a party to a severance or employment agreement with the Company, “Good Reason” means Reason shall have the meaning set forth therein. If you are not a party to a severance or employment agreement with the Company, Good Reason shall mean, without your express written consent, the occurrence of any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salarycircumstances, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid provided you give notice to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement your intent to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s terminate your employment for Good Reason within ninety 90 days after notice to you of such circumstances and such circumstances are not fully corrected by the Company or any Subsidiary or Affiliate within 30 days after your notice: 14.8.1 the assignment to you of any duties inconsistent with your position in the Company or any Subsidiary or Affiliate, a significant adverse alteration in the nature or status of your responsibilities or the conditions of your employment, or any other action by the Company or any Subsidiary or Affiliate that results in a material diminution in your position, authority, title, duties or responsibilities; 14.8.2 the reduction of your annual base salary as in effect on the Grant Date or as the same may be increased from time to time; 14.8.3 the relocation of the offices at which you are principally employed (90your “Principal Location”) to a location more than twenty-five (25) miles from such location or the Company or any Subsidiary or Affiliate requiring you, without your written consent, to be based anywhere other than your Principal Location, except for required travel on the Company’s or any Subsidiary’s or Affiliate’s business to an extent substantially consistent with your present business travel obligations; 14.8.4 the failure to pay to you any portion of your current compensation or to pay to you any portion of an installment of deferred compensation under any deferred compensation program of the Company or any Subsidiary or Affiliate within seven (7) days following the initial occurrence of the condition(sdate such compensation is due; 14.8.5 the failure to continue in effect any material compensation or benefit plan or practice in which you are eligible to participate in (other than any equity based plan), unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) specified has been made with respect to such plan, or the failure to continue your participation therein (or in such noticesubstitute or alternative plan) on a basis not materially less favorable, both in terms of the event amount of benefits provided and the level of your participation relative to other participants, as existed prior to any such condition(s) remained uncuredchange; or 14.8.6 the failure to provide you with the number of paid vacation days to which you are entitled on the basis of years of service in accordance with the Employer’s normal vacation policy in effect on the Grant Date.

Good Reason. For purposes of As used in this Agreement, “Good Reason” means the occurrence of shall mean any one of the following events which occurs without Executive’s consent during the term of this Agreement provided that Executive has not been notified of the Company’s decision to terminate his employment for Cause, Executive has first provided written consentnotice to any member of the Board (or the surviving corporation, as applicable) of the occurrence of such event(s) within 90 days of the first such occurrence, the Company (or surviving corporation) has not cured such event(s) within 30 days after Executive’s written notice is received by such member of the Board (or by the surviving corporation), and Executive has a Separation from Service within 30 days after the end of the cure period : (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (Bi) a material reduction in of Executive’s incentive compensation then existing annual salary base or annual bonus target by more than ten percent (provided10%), unless the Executive accepts such reduction or such reduction is done in conjunction with similar reductions for claritysimilarly situated Executives of the Company (it being understood that, that any solely for purposes of this Section 6.2, such a reduction in the actual amount annual bonus target not accepted by Executive is considered a material breach of annual cash bonus paid to Executive shall not constitute Good Reasonthis Agreement); (Cii) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with any request by the Company (or successor to any surviving or acquiring corporation) that the Company, if applicable) Executive relocate to a place new principal base of operations that increases would increase Executive’s one-way commute distance by more than fifty thirty-five (50 miles35) as compared to miles from his/her then-principal base of operations, unless Executive accepts such relocation opportunity; or (iii) for purposes of Section 5.6 only, if, following a Change in Control, Executive’s then-current principal place of employment benefits and responsibilities are materially reduced, or Executive’s base compensation or annual bonus target are reduced by more than 10%, in each case, by comparison to the benefits, responsibilities, base compensation or annual bonus target in effect immediately prior to such relocation reduction (excluding regular travel it being understood that, solely for purposes of this Section 6.2, the aforementioned reductions in the ordinary course of business); annual bonus target or (E) benefits are considered a material breach of this Agreement). Notwithstanding the foregoing, neither (i) any actions taken by the Company to accommodate a disability of any material provision of this Agreement the Executive or any other agreement between Executive pursuant to the Family and Medical Leave Act, nor (ii) the Company. Notwithstanding the foregoing or any other provision of Executive’s election to allow this Agreement to expire at the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice end of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Term shall be a Good Reason within ninety (90) days following the initial occurrence for purposes of the condition(s) specified in such notice, in the event such condition(s) remained uncuredthis Agreement.

Good Reason. For purposes of this Agreement, Executive shall have “Good Reason” means for resignation from employment with the occurrence of Company if any one of the following events actions are taken by the Company without Executive’s prior written consent: (Aa) a material reduction in Executive’s base salary, except when it which the parties agree is with a reduction of at least 10% of Executive’s consent base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated employees); or part of an overall similar reduction for similarly-situated executives; (Bb) a material reduction in Executive’s incentive compensation title or duties (providedincluding responsibilities and/or authorities) including, for claritybut not limited to, that any reduction in Executive being required to report to someone other than the actual amount CEO and/or President (or division head, if Company is acquired and 257488580 v2 operates as a division of annual cash bonus paid to Executive shall not constitute Good Reasonthe acquiror); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (, provided, however, that a reduction change in job position shall not be deemed a “material reduction” in and of itself unless Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of new duties are materially reduced from the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company)prior duties; (Dc) Executive is required to relocate relocation of Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty sixty (50 miles60) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation relocation; (excluding regular travel in the ordinary course of business); or (Ed) a material breach by the Company of any material provision of this Agreement or any other equity award agreement between Executive and that is not sufficiently remedied within thirty days after written notice from the Company. Notwithstanding the foregoing or any other provision of this Agreement In order to resign for Good Reason, Executive must provide written notice to the contrary, “Good Reason” shall not exist if Executive has not provided Company’s CEO within 30 days after the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial first occurrence of the eventevent giving rise to Good Reason setting forth the basis for Executive’s resignation, allowed allow the Company thirty (30) at least 30 days from receipt of such written notice to cure such circumstancesevent, and terminated Executive’s employment for Good Reason if such event is not reasonably cured within ninety (90) such period, Executive must resign from all positions Executive then holds with the Company not later than 90 days following after the initial occurrence expiration of the condition(s) specified in such notice, in the event such condition(s) remained uncuredcure period.

Good Reason. (1) Except as provided in Section 4(d)(2), Executive may terminate Executive's employment at any time during the Term of this Agreement for Good Reason upon not less than thirty (30) days’ prior written notice given within one hundred and twenty (120) days after the event purportedly giving rise to Executive’s right to elect; provided, however, that the Company has not cured or otherwise corrected such event prior to the expiration of such 30-day period. For purposes of this Agreement, “"Good Reason” means the occurrence of " shall mean any one of the following events following, without Executive’s 's written consent: : (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid assignment to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision duties materially adversely inconsistent with Executive's status with the Company or a substantial alteration in the nature or status of Executive's responsibilities from those in effect immediately following the Closing, or a reduction in Executive's titles or offices as in effect immediately following the Closing, or any removal of Executive from, or any failure to reelect Executive to, any of such positions, except in connection with the termination of Executive's employment for Disability or Cause or as a result of Executive's death or by Executive other than for Good Reason; (B) a reduction by the Company in Executive's Base Salary as in effect on the date hereof or as the same may be increased from time to time during the term of this Agreement Agreement; (C) Executive ceases to participate in long-term incentive plans (including any equity incentive plan) sponsored by the Company or any its affiliates after the Closing, on terms and conditions similar to those applicable to other agreement between Executive and senior executive officers of the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contraryCompany generally, “Good Reason” shall not exist if Executive has not provided but at a level generally consistent with Executive's position with the Company and the Board written notice Company's then current policies and practices; (D) any relocation of the circumstances constituting “Good Reason” within thirty Executive's principal place of employment to a location more than forty-five (3045) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated miles from Executive’s current residence to the proposed relocated principal place of employment; provided, however, that, if Executive currently resides more than forty-five (45) miles from the location set forth in Section 1 of this Agreement, any relocation of Executive's principal place of employment for Good Reason within ninety to a location more than ten (9010) days following miles further than the initial occurrence distance from Executive’s current residence to the location set forth in Section 1 of the condition(s) specified in such notice, in the event such condition(s) remained uncuredthis Agreement.

Good Reason. For purposes of this Agreement, Employee shall have “Good Reason” means for resignation from employment with the occurrence of Company if any one of the following events actions are taken by the Company without ExecutiveEmployee’s prior written consent: (Ai) a reduction in ExecutiveEmployee’s base salaryBase Salary, except when it is with Executiveunless in the same percentage as a salary reduction program applicable generally to the Company’s consent or part of an overall similar reduction for similarly-situated senior executives; (Bii) a material reduction in ExecutiveEmployee’s incentive compensation (providedduties, for clarityresponsibilities or authority, that any reduction in including removal of requirement to report to anyone other than the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason)Board or the Parent Board; (Ciii) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within material breach by the Company that existed before the Change in Control of this Agreement; or (yiv) Executive is given a position the relocation of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate ExecutiveEmployee’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases ExecutiveEmployee’s one-way commute by more than fifty twenty-five (50 miles25) miles as compared to ExecutiveEmployee’s then-current principal place of employment immediately prior to such relocation relocation. In order for Employee to resign for Good Reason, each of the following requirements must be met: (excluding regular travel in the ordinary course of business); or (EA) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement Employee must provide written notice to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) calendar days following the initial occurrence after Employee’s first knowledge of the condition(sevent giving rise to Good Reason setting forth the basis for Employee’s resignation, (B) specified Employee must allow the Company at least thirty (30) calendar days from receipt of such written notice to cure such event, (C) such event is not reasonably cured by the Company within such 30 calendar day period (the “Cure Period”), and (D) Employee must resign in such notice, in writing from all positions Employee then holds with the event such condition(sCompany not later than ninety (90) remained uncuredcalendar days after the expiration of the Cure Period.

Good Reason. The Executive may terminate this Agreement for Good Reason, upon written notice to the Company delivered in accordance with Sections 5.6 and 13.1 hereof. For purposes of this definition of “Good Reason,” the term “Company” shall mean the Company and/or its Affiliates. For purposes of this Agreement, “Good Reason” means (i) the occurrence assignment to the Executive of any one of duties materially inconsistent in any respect with the following events without Executive’s written consent: (A) a reduction duties or responsibilities as contemplated in Executive’s base salarythis Agreement, except when it is with Executive’s consent or part provided that the Executive specifically terminates his employment for Good Reason hereunder within 120 days from the date that he has actual notice of an overall similar reduction for similarly-situated executivessuch material breach; (Bii) any other action by the Company which results in a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction diminishment in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position (including status, offices, titles and reporting requirements), authority, duties or reduction responsibilities, provided that the Executive specifically terminates his employment for Good Reason hereunder within 120 days from the date that he has actual notice of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company)such material breach; (Diii) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material any breach by the Company of any material provision of the provisions of this Agreement Agreement, provided that the Executive specifically terminates his employment for Good Reason hereunder within 120 days from the date that he has actual notice of such material breach; (iv) requiring the Executive to relocate to any office or location other than the Houston, Texas metropolitan area, without his consent; (v) a 5% or more reduction, or attempted reduction, at any time during the Employment Period, of the Base Salary of the Executive unless such reduction is also applied to all other agreement between Executive and senior executive officers of the Company; or (vi) the taking of any action by the Company which would adversely affect the Executive’s participation in or materially reduce the Executive’s benefits provided under Section 4.5 hereof, unless (A) there is substituted a comparable benefit that is at least economically equivalent (in terms of the benefit offered to the Executive) to the benefit in which the Executive’s participation is being adversely affected or to the Executive’s benefits that are being materially reduced, or (B) the taking of such action affects all other senior executive officers of the Company. Notwithstanding the foregoing or any other provision preceding provisions of this Agreement Section 5.5, if the Executive desires to the contrary, “terminate his employment for Good Reason” , he shall not exist if Executive has not provided the Company and the Board first give written notice of the facts and circumstances constituting “providing the basis for Good Reason” within thirty (30) days of Reason to the initial occurrence of Board or the eventCompensation Committee thereof, allowed and allow the Company thirty (30) days from the date of such notice to remedy, cure such circumstances, and terminated Executive’s employment for or rectify the situation giving rise to Good Reason within ninety (90) days following to the initial occurrence reasonable satisfaction of the condition(s) specified in such notice, in the event such condition(s) remained uncuredExecutive.

Good Reason. For purposes of this Agreement, “‘Good Reason” means the occurrence of any one of the following events ’ means, (i) without Executive’s written consent: , (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (Bx) a material reduction of Executive’s duties, authority or responsibilities or change in Executive’s incentive compensation (title or reporting relative to Executive’s duties, authority, responsibilities title or reporting as in effect immediately prior to such reduction; provided, for clarityhowever, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction Executive’s duties, authority or responsibilities or change in Executive’s responsibilities with respect to management title or reporting resulting solely from the Company being acquired by and made a part of Company or in Executive’s authority or status within Company a larger entity (providedas, howeverfor example, that when a reduction in Executive’s responsibilities or authority chief executive officer becomes an employee of the acquiring corporation following a Change in Control but is not the chief executive officer of the acquiring corporation) shall not constitute a Good Reason if Reason; (xii) there is no demotion in without Executive’s position or consent, a reduction of at least 10% in the scope total annual target cash compensation (base salary plus the target bonus amount (i.e., the total bonus that could be earned and not the bonus actually paid) of Executive as in effect immediately prior to such reduction, unless such reduction is part of a reduction in expenses generally affecting senior executives of the Company; (iii) without Executive’s consent, a material reduction by the Company in the kind or level of employee benefits to which Executive was entitled immediately prior to such reduction, with the result that Executive’s overall benefits package is materially reduced, unless such reduction is part of a reduction in benefits generally affecting senior executives of the Company; (iv) a change in the geographic location of Executive’s duties within the Company that existed before the Change in Control primary work facility or location of more than fifty (50) miles from Executive’s then present location; or (yv) Executive the Company’s material breach of the Agreement, which breach is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role not remedied in a larger company may involve similar or greater scope and responsibility than a nominally higher role in reasonable period of time (not to exceed thirty (30) days) after receipt of written notice from Executive. Notwithstanding the hierarchy of a smaller company); (D) foregoing, if Executive is required to relocate Executive’s principal place of terminates employment with the Company (or successor to for Good Reason, but the Company, if applicable) to a place Company discovers after such termination that increases Executive’s one-way commute by more than fifty (50 miles) as compared conduct during the Employment Term would have entitled the Company to terminate Executive for Cause, then Executive’s then-current principal place of employment immediately prior termination shall be for Cause and not for Good Reason and Executive shall remit all amounts paid to such relocation Executive for termination for Good Reason (excluding regular travel in the ordinary course of business); or (E) a material breach other than those amounts that would have been payable by the Company of any material provision of this Agreement or any other agreement between to Executive and the Companyfor termination for Cause). Notwithstanding the foregoing or any other provision of this Agreement anything herein to the contrary, “Executive may terminate employment hereunder for Good Reason within a period not to exceed one hundred twenty (120) days following the initial existence of the event(s) constituting Good Reason” . For purposes of this Agreement, Good Reason shall not exist if Executive has not provided unless Executive’s provides the Company and the Board with written notice of the circumstances acts or omissions constituting “the grounds for ‘Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason ’ within ninety (90) days of the initial existence of the grounds for ‘Good Reason’ and a reasonable cure period of not less than thirty (30) days following the initial occurrence date of such notice. Such termination shall occur immediately following the cure period if such event remains uncured. Nonrenewal of the condition(s) specified in such notice, in Agreement by the event such condition(s) remained uncuredCompany at the end of the initial three-year term or a renewal term shall not constitute a termination of Executive by the Company without Cause at the expiration of the term or Good Reason and shall not trigger severance payments under Section 8.”

Good Reason. For purposes (a) During the Post-Change Employment Period, Executive may terminate his or her employment for Good Reason in accordance with the substantive and procedural provisions of this AgreementSection. (b) In the event Executive Determines there is Good Reason to terminate, “Good Reason” means Executive shall notify the occurrence of any one Company of the following events without Executive’s written consent: (A) constituting such Good Reason by a reduction Notice of Termination. A delay in Executive’s base salary, except when it is with Executive’s consent the delivery of such Notice of Termination or part a failure by Executive to include in the Notice of an overall similar reduction for similarly-situated executivesTermination any fact or circumstance which contributes to a showing of Good Reason shall not waive any right of Executive under this Agreement or preclude Executive from asserting such fact or circumstance in enforcing rights under this Agreement; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in no act or omission by the actual amount of annual cash bonus paid to Executive Company shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute qualify as Good Reason if Executive's Termination of Employment occurs more than 12 months after Executive first obtains actual knowledge of such act or omission. (xc) there is no demotion in Executive’s position In the event that the Company conceals any act or reduction of the scope of Executive’s duties within omission by the Company that existed before occurs during the Post-Change in Control or Employment Period and qualifies as Good Reason, any subsequent Termination of Employment (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach whether by the Company of any material provision of this Agreement or any other agreement between by Executive and regardless of the Company. Notwithstanding the foregoing circumstances of such Termination) that occurs at any time after such act or omission shall conclusively be deemed to be a Termination of Employment by Executive for Good Reason, notwithstanding any other provision of this Agreement to the contrary. (d) If Executive has a Termination of Employment during the Imminent Change Period and a Change of Control occurs within six (6) months following such Termination of Employment, “Good Reason” shall not exist and if Executive has had not provided received within one year immediately preceding the Company Imminent Change an evaluation rating under the employee rating system in effect upon the Agreement Date equal to or less than Level 2 (or any similar rating under any subsequent rating system), the provisions of this Section 3.4 shall be applied in the same manner and to the Board written notice same extent as if the Termination of Employment had occurred after the circumstances constituting “Good Reason” within thirty (30) days of Effective Date. During the initial occurrence of the eventImminent Change Period, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s if Executive terminates his employment for reasons that would constitute Good Reason within ninety (90) days following during the initial occurrence of Post-Change Employment Period, Executive shall terminate in accordance with the condition(s) specified procedures set forth in such notice, in the event such condition(s) remained uncuredthis Section 3.4.

Good Reason. For The term "Good Reason" for purposes of this Agreement, “Good Reason” means the occurrence of ----------- Agreement shall (subject to (S) 1.12(e)) mean: (a) SunTrust or any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following SunTrust Affiliate after a Change in Control shall not constitute Good Reason if but before the end of Executive's Protection Period reduces Executive's base salary or opportunity to receive comparable incentive compensation or bonuses without Executive's express written consent; (xb) there is no demotion SunTrust or any SunTrust Affiliate after a Change in Control but before the end of Executive’s position or reduction of 's Protection Period reduces the scope of any of Executive’s duties within 's duties, responsibilities or authority without Executive's express written consent; (c) SunTrust or any SunTrust Affiliate at any time after a Change in Control but before the Company end of Executive's Protection Period (without Executive's express written consent) transfers Executive's primary work site from Executive's primary work site on the date of such Change in Control or, if Executive subsequently consents in writing to such a transfer under this Agreement, from the primary work site which was the subject of such consent, to a new primary work site which is outside the "standard metropolitan statistical area" which then includes Executive's then current primary work site unless such new primary work site is closer to Executive's primary residence than Executive's then current primary work site; or (d) SunTrust or any SunTrust Affiliate after a Change in Control but before the end of Executive's Protection Period fails (without Executive's express written consent) to continue to provide to Executive health and welfare benefits, deferred compensation and retirement benefits, stock option and restricted stock grants that existed before are in the aggregate comparable to those provided to Executive immediately prior to the Change in Control Date; provided, however, (e) No such act or omission shall be treated as "Good Reason" under this Agreement unless (A) Executive delivers to the Compensation Committee a detailed, written statement of the basis for Executive's belief that such act or omission constitutes Good Reason, (B) Executive delivers such statement before the later of (1) the end of the ninety (90) day period which starts on the date there is an act or omission which forms the basis for Executive's belief that Good Reason exists or (y2) the end of the period mutually agreed upon for purposes of this (S) 1.12(e)(i)(B) in writing by Executive and the Chairman of the Compensation Committee, (C) Executive is given gives the Compensation Committee a position thirty (30) day period after the delivery of materially similar or greater overall scope such statement to cure the basis for such belief and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate actually submits Executive’s principal place of employment with the Company (or successor 's written resignation to the Company, if applicableCompensation Committee during the sixty (60) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place day period which begins immediately after the end of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days day period if Executive reasonably and in good faith determines that Good Reason continues to exist after the end of the initial occurrence of the event, allowed the Company such thirty (30) days day period, or (ii) SunTrust states in writing to cure Executive that Executive has the right to treat such circumstancesact or omission as Good Reason under this Agreement and Executive resigns during the sixty (60) day period which starts on the date such statement is actually delivered to Executive; (f) If (i) Executive gives the Compensation Committee the statement described in (S) 1.12(e)(i) before the end of the thirty (30) day period which immediately follows the end of the Protection Period and Executive thereafter resigns within the period described in (S) 1.12(e)(i) or (ii) SunTrust provides the statement to Executive described in (S) 1.12(e)(ii) before the end of the thirty (30) day period which immediately follows the end of the Protection Period and Executive thereafter resigns within the period described in (S) 1.12(e)(ii), and terminated then (iii) such resignation shall be treated under this Agreement as if made in Executive’s employment 's Protection Period; and (g) If Executive consents in writing to any reduction described in (S) 1.12(a) or (S) 1.12(b), to any transfer described in (S) 1.12(c) or to any failure described in (S) 1.12(d) in lieu of exercising Executive's right to resign for Good Reason within ninety and delivers such consent to SunTrust, the date such consent is delivered to SunTrust thereafter shall be treated under this definition as the date of a Change in Control for purposes of determining whether Executive subsequently has Good Reason under this Agreement to resign under (90S) days following the initial occurrence 3(a) or (S) 3(f) as a result of the condition(sany subsequent reduction described in (S) specified 1.12(a) or (S) 1.12(b), any subsequent transfer described in such notice, (S) 1.12(c) or any subsequent failure described in the event such condition(s(S) remained uncured1.12(d).

Good Reason. For purposes Termination of this Agreement, “employment by the Executive for Good Reason” means Reason shall be deemed to have occurred only if the occurrence Executive terminates his or her employment and provides a Notice of Termination to the Company prior to such date for any one of the following events without reasons: (i) a material change in the Executive’s written consent: (A) duties, responsibilities and status, or, in the event of a reduction Change in Control, a material change in Executive’s base salaryreporting responsibilities, except when it is with Executive’s consent titles or part offices as in effect at the time of an overall similar reduction for similarly-situated executives; a Change in Control; (Bii) a material reduction in the Executive’s incentive compensation then current base salary; (provided, for clarity, that any iii) material reduction in the actual amount value of annual cash bonus paid the benefits provided to the Executive (other than those plans or improvements that have expired in accordance with their original terms); provided that Good Reason shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities exist to the extent such benefits are similarly reduced or eliminated with respect to management similarly situated senior executives of the Company or FBHS, as applicable; (iv) after a Change in ExecutiveControl, the target bonus awarded by FBHS’s authority or status within Company Compensation Committee to Executive under FBHS’s Annual Executive Incentive Compensation Plan (provided, however, that a reduction in Executive’s responsibilities or authority following “Incentive Plan”) subsequent to a Change in Control shall not constitute Good Reason if is materially less than such amount last awarded to Executive prior to a Change in Control; (xv) there is no demotion after a Change in Control, the sum of the Executive’s position base salary and amount paid to him or reduction her as incentive compensation under the Incentive Plan for the calendar year in which the Change in Control occurs or any subsequent year is materially less than the sum of the scope of Executive’s duties within base salary and the Company that existed before amount awarded (whether or not fully paid) to him or her as incentive compensation under the Incentive Plan for the calendar year prior to the Change in Control or any subsequent calendar year in which the sum of such amounts was materially greater; (yvi) the relocation of the offices at which Executive is given employed to a position location more than 35 miles away or the Company requiring Executive to be based anywhere other than at a Company office within 35 miles of materially similar the offices at which the Executive is employed, except for required travel on Company business to an extent substantially consistent with Executive’s position; (vii) any failure of the Company or greater overall scope FBHS to comply with and responsibility within satisfy Section 8; (viii) any purported termination of the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role Executive’s employment which does not comply with Section 1(g) below. For the avoidance of doubt, such purported termination shall not be effective, but shall constitute Good Reason entitling the Executive to terminate his or her employment in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller companyaccordance with this Section 1(f); (D) provided, further, that the Executive is required must provide written notice to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any the existence of Good Reason no later than 90 days after its initial existence, the Company shall have a period of 30 days following its receipt of such written notice during which it may remedy in all material provision of this Agreement or any other agreement between Executive respects the Good Reason condition identified in such written notice, and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty must terminate employment no later than two (302) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days years following the initial occurrence existence of the condition(s) specified Good Reason condition identified in such written notice, in the event such condition(s) remained uncured.

Good Reason. For purposes (a) The Executive shall be deemed to resign for Good Reason if and only if (i) his Termination of Employment occurs within the two (2) year period immediately following the date on which a Covered Action (as defined by subsection (b), below) occurs and (ii) the conditions specified by subsections (b), (c), and (d) of this Agreement, “Section 1.8 are satisfied. (b) The Executive shall have Good Reason” means Reason to resign from employment with the occurrence of any Company only if at least one of the following events without (each a “Covered Action”) occurs within the two (2) year period immediately following the effective date of a Change of Control: (i) Interpublic or a Subsidiary materially reduces the Executive’s written consent: annualized rate of base salary; (Aii) an action by Interpublic or a reduction Subsidiary results in a material diminution of the Executive’s base salaryauthority, except when it is with Executive’s consent duties or part of responsibilities; (iii) an overall similar reduction for similarly-situated executives; (B) action by Interpublic or a Subsidiary results in a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction diminution in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s authority, duties, or responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within supervisor to whom the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place report, including a requirement that the Executive report to a corporate officer or employee instead of employment with the Company (or successor reporting directly to the CompanyBoard of Directors; (iv) Interpublic or a Subsidiary materially diminishes the budget over which the Executive retains authority; (v) Interpublic or a Subsidiary requires the Executive, if applicable) without his express written consent, to a place that increases Executive’s one-way commute by be based in an office more than fifty (50 miles50) as compared to Executive’s then-current principal place of employment immediately prior to such miles outside the city in which he is principally based, unless (A) the relocation (excluding regular travel in decision is made by the ordinary course of business); Executive or (EB) the Executive is notified in writing that Interpublic or his employer is seriously considering such a material breach by relocation and the Company of any material provision of this Agreement Executive does not object in writing within ten (10) days after he receives such written notice; or (vi) Interpublic or any other a Subsidiary materially breaches an employment agreement between Executive Interpublic or the Subsidiary and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” Executive. (c) The Executive shall not exist if have Good Reason to resign as a result of a Covered Action unless — (i) within the ninety (90) day period immediately following the date on which such Covered Action first occurs, the Executive notifies Interpublic in writing that such Covered Action has occurred; and (ii) such Covered Action is not remedied within the thirty (30) day period immediately following the date on which Interpublic receives a notice provided in accordance with paragraph (i), above. (d) The Executive shall not have Good Reason to resign as a result of a Covered Action unless before the Company end of the thirty-one (31) day period immediately following the end of the thirty (30) day period specified by paragraph (c)(ii), above, the Executive gives Interpublic a minimum of thirty (30) days’, and the Board a maximum of ninety (90) days’, advance written notice of the circumstances constituting “Good Reason” within thirty (30) days effective date of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncuredhis resignation.

Good Reason. The Executive may terminate his employment under this Agreement for Good Reason. For purposes of this Agreement, “the Executive will have "Good Reason” means " to terminate the Executive's employment upon the occurrence of any one of the following events circumstances, without the Executive’s 's express written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (Bi) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction diminution in the actual amount Executive's position or authority (except during periods when the Executive is unable to perform all or substantially all of annual cash bonus paid to Executive shall not constitute Good Reasonthe Executive's duties and/or responsibilities as a result of the Executive's illness (either physical or mental) or other incapacity); (Cii) a significant reduction in requirement by the Company that the Executive change the Executive’s responsibilities with respect 's principal place of business to management a place more than thirty (30) miles from its location on the date of Company or in Executive’s authority or status this Agreement; (iii) a termination of employment by the Executive within Company ninety (provided, however, that a reduction in Executive’s responsibilities or authority 90) days following a Change in Control shall not constitute (as defined below), provided, that Good Reason will not exist if (x) there is no demotion in Executive’s position the Executive has accepted or reduction of the scope of Executive’s duties within the Company that existed before agreed to continue employment following the Change of Control with the surviving or successor entity and such surviving or successor entity has agreed to continue or assume this Agreement, provided, further, in Control or (y) the event of a Change of Control, the Executive is given a position of materially similar under no obligation to continue or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of accept employment with the Company (surviving or successor entity and may instead elect to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty terminate his employment for Good Reason upon such Change of Control; (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (Eiv) a material breach of this Agreement by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall which is not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” cured within thirty (30) days of written notice by the initial occurrence Company; or (v) any reduction in the Executive's Base Salary. The Executive's right to terminate employment pursuant to this subsection 8(d) will not be affected by the Executive's Disability. The Executive's continued employment will not constitute consent to, or a waiver of rights with respect to, any circumstance constituting consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason; provided, however, that the event, allowed Executive will be deemed to have waived his rights pursuant to circumstances constituting Good Reason if he has not provided to the Company thirty a Notice of Termination (30as defined below) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence his knowledge of the condition(s) specified in such notice, in circumstances constituting Good Reason. A waiver with respect to the event such condition(s) remained uncuredcircumstances constituting Good Reason will not act as a waiver with respect to other future circumstances constituting Good Reason.

Good Reason. For purposes of this AgreementIf you are a party to a severance or employment agreement with the Company, “Good Reason” means Reason shall have the meaning set forth therein. If you are not a party to a severance or employment agreement with the Company, Good Reason shall mean, without your express written consent, the occurrence after the Approval Date, if applicable, or the Change in Control, of any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salarycircumstances, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid provided you give notice to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement your intent to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s terminate your employment for Good Reason within ninety 90 days after notice to you of such circumstances and such circumstances are not fully corrected by the Company within 30 days after your notice: 14.4.1 the assignment to you of any duties inconsistent with the position in the Company that you held immediately prior to the Approval Date, if applicable, or the date of the Change in Control (90the “Change in Control Date”), a significant adverse alteration in the nature or status of your responsibilities or the conditions of your employment from those in effect immediately prior to the Approval Date, if applicable, or the Change in Control Date, or any other action by the Company that results in a material diminution in your position, authority, title, duties or responsibilities; 14.4.2 the Company’s reduction of your annual base salary as in effect on the Approval Date, if applicable, or the Change in Control Date or as the same may be increased from time to time; 14.4.3 the relocation of the Company’s offices at which you are principally employed immediately prior to the Approval Date, if applicable, or the Change in Control Date (your “Principal Location”) to a location more than twenty-five (25) miles from such location or the Company’s requiring you, without your written consent, to be based anywhere other than your Principal Location, except for required travel on the Company’s business to an extent substantially consistent with your present business travel obligations; 14.4.4 the Company’s failure to pay to you any portion of your current compensation or to pay to you any portion of an installment of deferred compensation under any deferred compensation program of the Company within seven (7) days following the initial occurrence of the condition(sdate such compensation is due; 14.4.5 the Company’s failure to continue in effect any material compensation or benefit plan or practice in which you are eligible to participate in on the Approval Date, if applicable, or the Change in Control Date (other than any equity based plan), unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) specified has been made with respect to such plan, or the Company’s failure to continue your participation therein (or in such noticesubstitute or alternative plan) on a basis not materially less favorable, both in terms of the event such condition(s) remained uncuredamount of benefits provided and the level of your participation relative to other participants, as existed at the time of the Approval Date, if applicable, or the Change in Control Date; or 14.4.6 the Company’s failure to provide you with the number of paid vacation days to which you are entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect on the Approval Date, if applicable, or the Change in Control Date.

Good Reason. For purposes of this Agreement, “Good Reason” means Executive’s resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of any one or more of the following events following, without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (Bi) a material reduction in Executive’s incentive compensation (providedBase Salary which reduction is not applicable to a majority of the Company’s senior management, for clarity, provided that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant material reduction in Executive’s responsibilities Base Salary for which there is a substitution with respect compensation and benefits that, in the aggregate, are substantially equivalent in value to management of Company or the reduction in Executive’s authority Base Salary, will not constitute “Good Reason”; (ii) except as provided in Section 1(a) of this Agreement, a material reduction of Executive’s authority, duties or status within Company (responsibilities, unless Executive is provided with a comparable position; provided, however, that a reduction in Executive’s authority, duties, or responsibilities primarily by virtue of the Company being acquired and made part of a larger entity whether as a subsidiary, business unit or authority otherwise (as, for example, when the Chief Executive Officer of the Company remains as such following an acquisition where the Company becomes a Change in Control shall wholly owned subsidiary of the acquirer, but is not made the Chief Executive Officer of the acquiring corporation) will not constitute “Good Reason if Reason”; or (xiii) there is no demotion a material change in Executive’s position or reduction of the scope geographic location of Executive’s duties within the Company that existed before the Change in Control primary work facility or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration location; provided, that a nominally lower hierarchical role in a larger company may involve similar relocation of fifty (50) miles or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate less from Executive’s principal place of then present location or to Executive’s home as her primary work location will not be considered a material change in geographic location. In order for an event to qualify as Good Reason, Executive must not terminate employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by without first providing the Company with written notice of any material provision of this Agreement the acts or any other agreement between Executive and omissions constituting the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, grounds for “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than thirty (30) days following the initial occurrence date of the condition(s) specified in such notice, in and such grounds must not have been cured during such time. Any resignation for Good Reason must occur within two (2) years of the event such condition(s) remained uncuredinitial existence of the acts or omissions constituting the grounds for “Good Reason”.

Good Reason. For purposes of this Agreement, The term “Good Reason” means the occurrence for purposes of this Agreement shall (subject to § 1.11(e)) mean: (a) SunTrust or any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following SunTrust Affiliate after a Change in Control shall not constitute Good Reason if (x) there is no demotion in but before the end of Executive’s position Protection Period reduces Executive’s base salary or reduction opportunity to receive comparable incentive compensation or bonuses without Executive’s express written consent; (b) SunTrust or any SunTrust Affiliate after a Change in Control but before the end of Executive’s Protection Period reduces the scope of Executive’s duties within principal or primary duties, responsibilities or authority without Executive’s express written consent; (c) SunTrust or any SunTrust Affiliate at any time after a Change in Control but before the Company end of Executive’s Protection Period (without Executive’s express written consent) transfers Executive’s primary work site from Executive’s primary work site on the date of such Change in Control or, if Executive subsequently consents in writing to such a transfer under this Agreement, from the primary work site which was the subject of such consent, to a new primary work site which is outside the “standard metropolitan statistical area” which then includes Executive’s then current primary work site unless such new primary work site is closer to Executive’s primary residence than Executive’s then current primary work site; or (d) SunTrust or any SunTrust Affiliate after a Change in Control but before the end of Executive’s Protection Period fails (without Executive’s express written consent) to continue to provide to Executive health and welfare benefits, deferred compensation and retirement benefits, stock option and restricted stock grants that existed before are in the aggregate comparable to those provided to Executive immediately prior to the Change in Control Date; provided, however, (e) No such act or omission shall be treated as “Good Reason” under this Agreement unless (A) Executive delivers to the Compensation and Governance Committee a detailed, written statement of the basis for Executive’s belief that such act or omission constitutes Good Reason, (B) Executive delivers such statement before the later of (1) the end of the ninety (90) day period which starts on the date there is an act or omission which forms the basis for Executive’s belief that Good Reason exists or (y2) the end of the period mutually agreed upon for purposes of this § 1.11(e)(i)(B) in writing by Executive and the Chairman of the Compensation and Governance Committee, (C) Executive is given gives the Compensation and Governance Committee a position thirty (30) day period after the delivery of materially similar or greater overall scope such statement to cure the basis for such belief and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate actually submits Executive’s principal place of employment with the Company (or successor written resignation to the Company, if applicableCompensation and Governance Committee during the sixty (60) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place day period which begins immediately after the end of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncured.thirty

Good Reason. For purposes of this Agreement, Executive shall have “Good Reason” means for resignation from employment with the occurrence of Company if any one of the following events actions are taken by the Company without Executive’s prior written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (Bi) a material reduction in Executive’s incentive compensation (providedBase Salary, for clarity, that any unless pursuant to a salary reduction in program applicable generally to the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason)Company’s senior executives; (Cii) a significant material reduction in Executive’s duties (including responsibilities with respect to management of Company or in Executive’s authority or status within Company (and/or authorities), provided, however, that (A) a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Executive’s new duties are materially reduced from the prior duties, and (B) any reduction in Executive’s responsibilities or authority following duties which results from Executive serving in a Change more subordinate role in Control connection with the Company’s hiring of an individual not previously employed by the Company to serve as its President and/or Chief Executive Officer shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control be deemed a “material reduction”; or (yiii) Executive is given a position relocation of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation relocation. In order for Executive to resign for Good Reason, each of the following requirements must be met: (excluding regular travel in iv) Executive must provide written notice to the ordinary course Board within 30 days after the first occurrence of business); or the event giving rise to Good Reason setting forth the basis for Executive’s resignation, (Ev) a material breach Executive must allow the Company at least 30 days from receipt of such written notice to cure such event, (vi) such event is not reasonably cured by the Company of any material provision of this Agreement or any other agreement between within such 30 day period (the “Cure Period”), and (vii) Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if must resign from all positions Executive has not provided then holds with the Company and not later than 30 days after the Board written notice expiration of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncuredCure Period.

Good Reason. For purposes The Executive may terminate his employment hereunder for “Good Reason”. Good Reason for the Executive’s termination of employment shall mean the occurrence, without the Executive’s prior written consent, of any one or more of the following: (i) the assignment to the Executive of any duties inconsistent with the Executive’s position (including status, office, title and reporting requirements), authorities, duties or other responsibilities as contemplated by Section 2 of this Agreement, “Good Reason” means ; (ii) the occurrence of any one removal of the following events without Executive’s written consent: (A) a reduction in Executive’s base salaryExecutive from, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction failure of the scope stockholders to re-elect the Executive to, the Board of Executive’s duties within the Company that existed before the Change in Control Directors of ▇▇▇ or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicableexcept in connection with the termination of the Executive’s employment hereunder for Cause or for Disability; (iii) the relocation of the Principal Place of Employment to a place that increases Executive’s one-way commute by location more than fifty twenty five (50 miles25) as compared to Executive’s then-current principal place miles from the Principal Place of employment immediately prior to such relocation Employment; or (excluding regular travel in the ordinary course of business); or (Eiv) a material breach by the Company of any material provision of this Agreement or Agreement; provided, in any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrarycase, “Good Reason” shall not exist if Executive has not provided that the Company and the Board written notice of the circumstances constituting “Good Reason” within shall have thirty (30) business days from the date on which the Company receives the Executive’s Notice of Termination for Good Reason to remedy any such occurrence otherwise constituting Good Reason. If one or more Changes in Control of the initial Company occurs prior to the termination of this Agreement, Good Reason for the Executive’s termination of employment shall, in addition to the events listed above, also mean the occurrence, without the Executive’s prior written consent, of any one or more of the following: (i) the Company or its successor reduces the Executive’s Base Salary as in effect immediately before the occurrence of the event, allowed first Change in Control of the Company or as the Executive’s Base Salary may be increased from time to time after that occurrence; (ii) the Company or its successor reduces the Executive’s Annual Bonus (x) to an amount less than the Annual Bonus as in effect immediately before the occurrence of the first Change in Control of the Company or (y) if more than one Annual Bonus has been paid to Executive under this Agreement, to an amount less than the average of the two annual bonuses earned by such Executive with respect to the two preceding years; (iii) the Company or its successor fails to (x) continue in effect any bonus, incentive, profit sharing, performance, savings, retirement or pension policy, plan, program or arrangement (such policies, plans, programs and arrangements collectively being referred to herein as “Basic Benefit Plans”), including, but not limited to, any deferred compensation, supplemental executive retirement or other retirement income, stock option, stock purchase, stock appreciation, or similar policy, plan, program or arrangement of the Company, in which the Executive was a participant immediately before the occurrence of the first Change in Control of the Company, or any substitute plan adopted by the Board of Directors and in which the Executive was a participant immediately before the occurrence of the last Change in Control of the Company, unless an equitable and reasonably comparable arrangement (embodied in a substitute or alternative benefit or plan) shall have been made with respect to such Basic Benefit Plan promptly following the occurrence of the last Change in Control of the Company, or (y) continue the Executive’s participation in any Basic Benefit Plan (or any substitute or alternative plan) on substantially the same basis, both in terms of the amount of benefits provided to the Executive (which are in any event always subject to the terms of any applicable Basic Benefit Plan) and the level of the Executive’s participation relative to other participants, as existed immediately before the occurrence of the first Change in Control of the Company; (iv) the Company or its successor fails to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company’s other executive benefit plans, policies, programs and arrangements, including, but not limited to, life insurance, medical, dental, health, hospital, accident or disability plans, in which the Executive was a participant immediately before the occurrence of the first Change in Control of the Company; (v) the Company or its successor takes any action that would directly or indirectly materially reduce any other non-contractual benefits that were provided to the Executive by the Company immediately before the occurrence of the first Change in Control of the Company or deprive the Executive of any material fringe benefit enjoyed by the Executive immediately before the occurrence of the first Change in Control of the Company; (vi) the Company or its successor fails to provide the Executive with the number of paid vacation days to which the Executive was entitled in accordance with the Company’s vacation policy in effect immediately before the occurrence of the first Change in Control of the Company; (vii) the Company or its successor requires the Executive to perform a majority of his duties outside the Executive’s principal office for a period of more than 21 consecutive days or for more than 90 days in any calendar year; (viii) the Company or its successor fails to honor any provision of any agreement Executive has or may in the future have with the Company or fail to honor any provision of this Agreement; (ix) the Company or its successor gives effective notice of an election to terminate at the end of the term or the extended term of any employment agreement Executive has or may in the future have with the Company or the Successor in accordance with the terms of any such agreement; or (x) the Company or its successor purports to terminate the Executive’s employment by the Company unless notice of that termination shall have been given to the Executive pursuant to, and that notice shall meet the requirements of, Section 7(a); provided, in any case, that the Company or its successor shall have thirty (30) business days to cure such circumstances, and terminated from the date on which the Company or its successor receives the Executive’s employment Notice of Termination for Good Reason within ninety (90) days following the initial to remedy any such occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncuredotherwise constituting Good Reason.

Good Reason. For purposes Termination by the Executive of this Agreement, “the Executive's employment for "Good Reason” means " shall mean termination by the occurrence of any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if based on: (xi) there is no demotion Without the Executive's express written consent, the assignment by the Company or the Bank to the Executive of any duties which are materially inconsistent with the Executive's positions, duties, responsibilities and status with the Employers immediately prior to a Change in Control, or a material change in the Executive’s position 's reporting responsibilities, titles or reduction offices as an officer and employee and as in effect immediately prior to such a Change in Control, or any removal of the scope Executive from or any failure to re-elect the Executive to any of such responsibilities, titles or offices, except in connection with the termination of the Executive’s duties within 's employment for Cause, Disability or Retirement or as a result of the Company that existed before Executive's death or by the Executive other than for Good Reason; (ii) Without the Executive's express written consent, a reduction in the Executive's base salary or award opportunity under the Employers’ incentive compensation plans or arrangements as in effect immediately prior to the date of the Change in Control or (y) Executive is given as the same may be increased from time to time thereafter or a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role reduction in the hierarchy package of a smaller company); fringe benefits provided to the Executive as in effect immediately prior to the date of the Change in Control; (Diii) Executive is required to relocate A change in the Executive’s 's principal place of employment with the Company (or successor to the Company, if applicable) to by a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place distance in excess of employment 25 miles from its location immediately prior to such relocation the Change in Control; (excluding regular travel in iv) Any purported termination of the ordinary course Executive's employment for Disability or Retirement which is not effected pursuant to a Notice of business)Termination satisfying the requirements of paragraph (i) below; or or (Ev) a material breach The failure by the Company to obtain the assumption of any material provision of and agreement to perform this Agreement or by any other agreement between Executive and the Companysuccessor as contemplated in Section 10 hereof. Notwithstanding the foregoing or foregoing, prior to any other provision termination of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason Reason, Executive must first provide written notice to the Company within ninety (90) 90 days following the initial occurrence existence of the condition(s) specified in condition, describing the existence of such noticecondition, in and the event Company shall thereafter have the right to remedy the condition within 30 days of the date of the Company received written notice from Executive, but the Company may waive its right to cure. If the Company remedies the condition within such condition(s) remained uncured30 day cure period, then no Good Reason shall be deemed to exist with respect to such condition. If the Company does not remedy the condition within such 30 day cure period, then Executive may deliver a Notice of Termination for Good Reason at any time within 60 days following the expiration of such cure period.

Good Reason. For purposes of this Agreement, “Good Reason” means is defined as the occurrence resignation by Executive within thirty (30) days following the end of the Cure Period defined below, if any one of the following events occur without Executive’s express written consent: (i) the Company reduces the amount of the Base Salary, other than pursuant to a reduction that also is applied to substantially all other employees of the Company, (ii) the Company fails to pay the Base Salary or other benefits required to be provided by the Company hereunder, (iii) the Company materially reduces the overall compensation or benefits required to be provided by the Company to Executive hereunder other than pursuant to a reduction that also is applied to substantially all other employees of the Company, (iv) the Company materially reduces Executive’s core functions, duties or responsibilities in a manner that constitutes a demotion, provided that (A) a reduction change in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; title shall not by itself be deemed to constitute Good Reason and (B) the acquisition of Company and its subsequent conversion to a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in division or unit of the actual amount of annual cash bonus paid to Executive acquiring company shall not by itself be deemed to constitute Good Reason); , or (Cv) a significant reduction in any change of Executive’s responsibilities principal office location to a location more than thirty (30) miles from the first principal place of business that the Company establishes in commercial office space within the greater Philadelphia, PA area pursuant to a lease agreement with respect to management of Company a three (3) year or in Executive’s authority or status within Company (greater initial lease term; provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction Executive must provide written notice to the Board of the scope of Executive’s duties within the Company condition that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting could constitute “Good Reason” within thirty (30) days of the initial occurrence existence of the event, allowed such condition and such condition must not have been remedied by the Company within thirty (30) days of such written notice (the “Cure Period”). Notwithstanding the foregoing, any actions taken by the Company to cure such circumstances, accommodate a disability of Executive or pursuant to the Family and terminated Executive’s employment for Medical Leave Act shall not be a Good Reason within ninety (90) days following the initial occurrence for purposes of the condition(s) specified in such notice, in the event such condition(s) remained uncuredthis Agreement.

Good Reason. For purposes of this Agreement, “Good Reason” means Executive’s termination of employment within thirty (30) days following the expiration of any cure period (discussed below) following the occurrence of any one or more of the following events following, without Executive’s express written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (Bi) a material reduction in Executive’s incentive compensation (providedduties, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (responsibilities; provided, however, that a reduction in the following will not constitute “Good Reason”: (1) Executive’s continued employment following the Change of Control with substantially the same responsibility with respect to the Company’s business and operations (for example, Executive will not experience a “Good Reason” condition if Executive has substantially the same responsibilities with respect to the business of the Company as Executive had immediately prior to the Change of Control whether Executive’s title is revised to reflect Executive’s placement within the overall corporate hierarchy and whether Executive provides services to a subsidiary, affiliate, business unit or otherwise), (2) changes to duties, authority or responsibilities following and related to a Change “going-private” transaction with significant management equity participation, or (3) changes to duties, authority or responsibilities that results solely from the Company’s ceasing to be a stand-alone public corporation; (ii) a material reduction by the Company in Control shall the annual base compensation of the Executive as in effect immediately prior to such reduction, other than a uniform reduction applicable to all executives generally (provided that one or more reductions in base compensation totaling ten percent (10%) or less will not constitute Good Reason if a material reduction for purposes of this clause (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller companyii)); (Diii) the relocation of the Executive is required to relocate a facility or a location more than fifty (50) miles from the Executive’s principal place then present location; or (iv) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 8 below. In order for an event to qualify as Good Reason, Executive must not terminate employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by without first providing the Company with written notice of any material provision of this Agreement the acts or any other agreement between Executive and omissions constituting the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, grounds for “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days of the initial existence of the grounds for “Good Reason” and the Company shall have failed to cure during a period of thirty (30) days following the initial occurrence date of the condition(s) specified in such notice, in the event such condition(s) remained uncured.

Good Reason. For purposes Termination by the Executive of this Agreement, the Executive’s employment for “Good Reason” means shall mean termination by the occurrence of any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent Executive at or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in based on, without the Executive’s position express written consent: (i) the assignment by the Bank to the Executive of any duties which are materially inconsistent with the Executive’s positions, duties, responsibilities and status with the Bank immediately prior to a Change in Control, or reduction a material change in the Executive’s reporting responsibilities, titles or offices as an officer and employee and as in effect immediately prior to the Change in Control, or any removal of the scope Executive from or any failure to re-elect the Executive to any of such responsibilities, titles or offices, except in connection with the termination of the Executive’s duties within employment for Cause or as a result of the Company that existed before Executive’s death or by the Executive other than for Good Reason; (ii) a reduction in the Executive’s base salary or bonus/incentive award opportunity under the Employers’ incentive compensation plans or arrangements as in effect immediately prior to the date of the Change in Control or (y) Executive is given as the same may be increased from time to time thereafter or a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role reduction in the hierarchy package of a smaller company); fringe benefits provided to the Executive as in effect immediately prior to the date of the Change in Control; (Diii) Executive is required to relocate A change in the Executive’s principal place of employment with the Company by a distance in excess of twenty-five (or successor to the Company, if applicable25) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment miles from its location immediately prior to such relocation (excluding regular travel the Change in the ordinary course of business); Control; or (Eiv) a material breach The failure by the Company to obtain the assumption of any material provision of and agreement to perform this Agreement or by any other agreement between Executive and the Companysuccessor as contemplated in Section 10. Notwithstanding the foregoing or foregoing, prior to any other provision termination of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason Reason, the Executive must first provide written notice to the Bank within ninety (90) days following the initial occurrence existence of the condition(scondition, describing the existence of such condition, and the Bank shall thereafter have the right to remedy the condition within thirty (30) specified in days of the date of the Bank received written notice from the Executive, but the Bank may waive its right to cure. If the Bank remedies the condition within the thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such noticecondition. If the Bank does not remedy the condition within the thirty (30) day cure period, in then the event such condition(sExecutive may deliver a Notice of Termination for Good Reason at any time within sixty (60) remained uncureddays following the expiration of the cure period. (g) IRS. IRS shall mean the Internal Revenue Service.

Good Reason. For purposes of this Agreement, the termination of employment by the Executive shall be deemed on account of “Good Reason” means in the occurrence event of: (i) any reduction in the Executive’s annual base salary amount or annual target bonus percentage from that in effect immediately prior to the Change in Control; (ii) any reduction or other adverse change in the position, title, duties, responsibilities, level of any one authority or reporting relationships of the following events Executive from that in effect immediately prior to the Change in Control, including, without limitation, (a) in the event the Executive is a member of the Board at the time of the Change in Control, the Executive ceases to serve as a member of the board of directors of the ultimate parent corporation that controls the operations of the Company, (b) in the event the Executive is the most senior executive in a particular Company function at the time of the Change in Control, the Executive ceases to be the most senior executive in such function, (c) in the event the Executive performs at the time of the Change in Control external duties typical in a public company, the Executive ceases to perform such duties or (d) any other such reduction attributable to the fact that the Company ceases to be a public company as a result of the Change in Control; or (iii) a relocation, without the Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute business by more than fifty (50 miles) as compared to 35 miles from the Executive’s then-current principal place of employment business immediately prior to the Change in Control. Notwithstanding the foregoing, the Executive’s employment shall be considered to have been terminated on account of Good Reason only if, prior to such relocation termination on account of Good Reason, (excluding regular travel in 1) the ordinary course of business); or (E) a material breach by Executive shall have given to the Company of any material written notice stating with specificity the reason for the Executive’s termination and the provision of this Agreement or any other agreement between Executive Section 3(c) that is relied upon, and (2) a period of 15 days from the giving of such notice shall have elapsed without the Company. Notwithstanding ’s having cured or remedied such reason for termination during such 15-day period, unless such reason for termination cannot be cured or remedied within 15 days, in which case the foregoing period for remedy or any other provision of this Agreement cure shall be extended for a reasonable time (not to the contraryexceed 15 days), “Good Reason” shall not exist if Executive has not provided the Company has made and continues to make a diligent effort to effect such remedy or cure. Unless the Board Executive shall have provided his written notice consent, the Executive’s continued employment shall not constitute consent to, or a waiver of the circumstances rights with respect to, any event or condition constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncured.

Good Reason. For purposes (i) Without the Employee's express written consent, the assignment to the Employee of this Agreementany duties inconsistent with the Employee's positions, “duties, responsibilities and status with the Company immediately prior to a Change in Control, or a change in the Employee's reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control, or the Employee's removal from or any failure to re-elect the Employee to any of such positions, except in connection with the termination of the Employee's employment in accordance with provisions of Section F above, or by the Employee other than for Good Reason” means the occurrence of any one of the following events without Executive’s written consent: ; (Aii) a reduction by the Company in Executive’s the Employee's base salarysalary as in effect on the date hereof or as the same may be increased from time to time; (iii) a failure by the Company to continue any incentive compensation plans in which the Employee is presently entitled to participate (the "Incentive Plans") as the same may be modified from time to time but substantially in the forms currently in effect, or a failure by the Company to continue the Employee as a participant in the Incentive Plans on at least the same basis as Employee presently participates in accordance with the Incentive Plans; (iv) without the Employee's written consent, the Employee's reassignment by the practicality dictates a change in the Employee's residence, except when it is for required travel on the Company's business to an extent substantially consistent with Executive’s consent or part of an overall similar reduction for similarly-situated executivesthe Employee's present business travel obligations; (Bv) a material reduction the failure by the Company to continue in Executive’s incentive compensation (providedeffect any benefit or compensation, for claritylife insurance, that any reduction health and accident, or disability plan in which the actual amount Employee is participating at the time of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction plans providing the Employee with substantially similar benefits), the taking of the scope of Executive’s duties within any action by the Company that existed before would adversely affect the Employee's participation in or materially reduce the Employee's benefits pursuant to any such plans or deprive the Employee at the time of the Change in Control Control, or (y) Executive the failure of the Company to provide the Employee with a number of paid vacation days to which the Employee is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role then entitled in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment accordance with the Company (or successor to Company's normal vacation policy in effect on the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business)date hereof; or (Evi) a material breach by any purported termination of the Company Employee's employment that is not effected in accordance with the provisions of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrarysubsection F (3) above, “Good Reason” which purported termination shall not exist if Executive has not provided the Company and the Board written notice be effective for purposes of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncuredAgreement.

Good Reason. For The term "Good Reason" for purposes of this Agreement, “Good Reason” means the occurrence of ----------- Agreement shall (subject to (S) 1.11(e)) mean: (a) SunTrust or any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following SunTrust Affiliate after a Change in Control shall not constitute Good Reason if but before the end of Executive's Protection Period reduces Executive's base salary or opportunity to receive comparable incentive compensation or bonuses without Executive's express written consent; (xb) there is no demotion SunTrust or any SunTrust Affiliate after a Change in Control but before the end of Executive’s position or reduction of 's Protection Period reduces the scope of any of Executive’s duties within 's duties, responsibilities or authority without Executive's express written consent; (c) SunTrust or any SunTrust Affiliate at any time after a Change in Control but before the Company end of Executive's Protection Period (without Executive's express written consent) transfers Executive's primary work site from Executive's primary work site on the date of such Change in Control or, if Executive subsequently consents in writing to such a transfer under this Agreement, from the primary work site which was the subject of such consent, to a new primary work site which is outside the "standard metropolitan statistical area" which then includes Executive's then current primary work site unless such new primary work site is closer to Executive's primary residence than Executive's then current primary work site; or (d) SunTrust or any SunTrust Affiliate after a Change in Control but before the end of Executive's Protection Period fails (without Executive's express written consent) to continue to provide to Executive health and welfare benefits, deferred compensation and retirement benefits, stock option and restricted stock grants that existed before are in the aggregate comparable to those provided to Executive immediately prior to the Change in Control Date; provided, however, (e) No such act or omission shall be treated as "Good Reason" under this Agreement unless (A) Executive delivers to the Compensation Committee a detailed, written statement of the basis for Executive's belief that such act or omission constitutes Good Reason, (B) Executive delivers such statement before the later of (1) the end of the ninety (90) day period which starts on the date there is an act or omission which forms the basis for Executive's belief that Good Reason exists or (y2) the end of the period mutually agreed upon for purposes of this (S) 1.11(e)(i)(B) in writing by Executive and the Chairman of the Compensation Committee, (C) Executive is given gives the Compensation Committee a position thirty (30) day period after the delivery of materially similar or greater overall scope such statement to cure the basis for such belief and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate actually submits Executive’s principal place of employment with the Company (or successor 's written resignation to the Company, if applicableCompensation Committee during the sixty (60) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place day period which begins immediately after the end of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days day period if Executive reasonably and in good faith determines that Good Reason continues to exist after the end of the initial occurrence of the event, allowed the Company such thirty (30) days day period, or (ii) SunTrust states in writing to cure Executive that Executive has the right to treat such circumstancesact or omission as Good Reason under this Agreement and Executive resigns during the sixty (60) day period which starts on the date such statement is actually delivered to Executive; (f) If (i) Executive gives the Compensation Committee the statement described in (S) 1.11(e)(i) before the end of the thirty (30) day period which immediately follows the end of the Protection Period and Executive thereafter resigns within the period described in (S) 1.11(e)(i) or (ii) SunTrust provides the statement to Executive described in (S) 1.11(e)(ii) before the end of the thirty (30) day period which immediately follows the end of the Protection Period and Executive thereafter resigns within the period described in (S) 1.11(e)(ii), and terminated then (iii) such resignation shall be treated under this Agreement as if made in Executive’s employment 's Protection Period; and (g) If Executive consents in writing to any reduction described in (S) 1.11(a) or (S) 1.11(b), to any transfer described in (S) 1.11(c) or to any failure described in (S) 1.11(d) in lieu of exercising Executive's right to resign for Good Reason within ninety and delivers such consent to SunTrust, the date such consent is delivered to SunTrust thereafter shall be treated under this definition as the date of a Change in Control for purposes of determining whether Executive subsequently has Good Reason under this Agreement to resign under (90S) days following the initial occurrence 3(a) or (S) 3(f) as a result of the condition(sany subsequent reduction described in (S) specified 1.11(a) or (S) 1.11(b), any subsequent transfer described in such notice, (S) 1.11(c) or any subsequent failure described in the event such condition(s(S) remained uncured1.11(d).

Good Reason. The Officer shall be entitled to terminate Officer’s employment for “Good Reason” as defined below. For purposes of this Agreement, termination for “Good Reason” shall mean termination based on: (i) a material reduction by the Bank in the Officer’s annual base salary; (ii) the failure by the Bank to pay to the Officer any portion of Officer’s compensation or to pay to the Officer any portion of an installment of deferred compensation under any deferred compensation program of the Bank within 10 days of the date such compensation is due (it being understood and agreed that each annual bonus shall be paid no later than the end of the third month of the year next following the year for which the annual bonus is awarded, unless the Officer shall elect to defer the receipt of such annual bonus); (iii) the Bank’s requiring the Officer to be based at any office that is greater than thirty-five (35) miles from where the Officer’s office was previously located, except for required travel on the Bank’s business to an extent substantially consistent with the business travel obligations which the Officer undertook on behalf of the Bank prior to such time; (iv) the failure by the Bank to obtain an agreement reasonably satisfactory to the Officer from any successor to assume and agree to perform this Agreement; or (v) the failure by the Bank to continue in effect any Plan (as hereinafter defined) in which the Officer is participating (or Plans providing the Officer with at least substantially similar benefits) other than as a result of the normal expiration of any such Plan in accordance with its terms, or the taking of any action, or the failure to act, by the Bank which would adversely affect the Officer’s continued participation in any of such Plans on at least as favorable a basis to the Officer as previously in place, or which would materially reduce the Officer’s benefits in the future under any of such Plans or deprive the Officer of any material benefit enjoyed by the Officer. For purposes of this Agreement, “Good ReasonPlan” means the occurrence of shall mean any one of the following events without Executive’s written consent: (A) compensation plan or any employee benefit plan such as a reduction in Executive’s base salarythrift, except when it is with Executive’s consent pension, profit sharing, medical, disability, accident, life insurance plan or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company relocation plan or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement policy or any other agreement between Executive and plan, program or policy of the CompanyBank intended to benefit employees. Notwithstanding the foregoing or any other provision of this Agreement foregoing, prior to the contrary, “Officer’s voluntary termination for Good Reason” shall not exist if Executive has not provided , the Company and Officer must give the Board Bank written notice of the circumstances constituting “existence of any condition set forth in clause (i) – (vi) above within 90 days of such initial existence and the Bank shall have 30 days from the date of such notice in which to cure the condition giving rise to Good Reason” , if curable. If during such 30-day period, the Bank cures the condition giving rise to Good Reason, no benefits shall be due under Section 4(a) of this Agreement with respect to such occurrence. If, during such 30-day period, the Bank fails or refuses to cure the condition giving rise to Good Reason, the Employee shall be entitled to benefits under Section 4(a) of this Agreement upon such termination; provided such termination occurs within thirty (30) days 24 months of such initial existence of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncuredapplicable condition.

Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction Executive may terminate his employment hereunder for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days after the occurrence, without his written consent, of one of the initial occurrence following events that has not been cured within ten (10) business days after written notice thereof has been given by Executive to the Company: (i) the assignment to Executive of duties materially inconsistent with his status as a senior executive officer of the eventCompany or the Executive is directed to directly report to other than the Board or the Company’s Chief Executive Officer (or the board of directors or chief executive officer of the Successor Person following a Change of Control pursuant to clause (i), allowed (ii) or (iv) of the definition thereof); (ii) following a Change of Control pursuant to clause (i), (ii) or (iv) of the definition thereof, the assignment to Executive of duties with the Successor Person inconsistent with Executive’s title, position, status, reporting relationships, authority, duties or responsibilities to the Company thirty as contemplated by Section 3(a) (30including, without limitation, if Executive is not an Executive Vice President of the Successor Person), or any other action by the Successor Person which results in a diminution in Executive’s title, position, status, reporting relationships, authority, duties or responsibilities, other than insubstantial or inadvertent actions not taken in bad faith which are remedied by the Successor Person or the Company promptly after receipt of notice thereof given by Executive; (iii) days a reduction by the Company in Executive’s Base Salary or a failure by the Company to cure such circumstances, and terminated pay any Base Salary or contractually committed cash bonus payment amounts when due; (iv) the requirement by the Company that the principal place of performance of Executive’s services be at a location more than fifty (50) miles from the greater New York City metropolitan area; (v) any purported termination of Executive’s employment for Good Reason within ninety which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 5(a); (90vi) days following a material failure by the initial occurrence Company to comply with any other material provision of the condition(s) specified in such notice, in the event such condition(s) remained uncuredthis Agreement.

Good Reason. For Termination of employment by the Executive for “Good Reason” shall mean termination within a Protection Period: (i) If there has occurred a reduction by the Company or a Subsidiary in the Executive’s base salary in effect immediately before the beginning of the Protection Period or as increased from time to time thereafter; (ii) If the Company or a Subsidiary, without the Executive’s written consent, has required the Executive to be relocated anywhere in excess of thirty-five (35) miles from his office location immediately before the beginning of the Protection Period, except for required travel on the business of the Company or a Subsidiary to an extent substantially consistent with the Executive’s business travel obligations immediately before the beginning of the Protection Period; (iii) If there has occurred a failure by the Company or a Subsidiary to maintain plans providing benefits substantially the same as those provided by any benefit or compensation plan, retirement or pension plan, stock option plan, life insurance plan, health and accident plan or disability plan in which the Executive is participating immediately before the beginning of the Protection Period, or if the Company or a Subsidiary has taken any action which would adversely affect the Executive’s participation in or materially reduce the Executive’s benefits under any of such plans or deprive the Executive of any material fringe benefit enjoyed by the Executive immediately before the beginning of the Protection Period, or if the Company or a Subsidiary has failed to provide the Executive with the number of paid vacation days to which he would be entitled in accordance with the applicable vacation policy of the Company or Subsidiary as in effect immediately before the beginning of the Protection Period; (iv) If the Company or a Subsidiary has reduced in any manner which the Executive reasonably considers important the Executive’s title, job authorities or responsibilities immediately before the beginning of the Protection Period; (v) If the Company has failed to obtain the assumption of the obligations contained in this Agreement by any successor as contemplated in Section 9.2 hereof; or (vi) If there occurs any purported termination of the Executive’s employment by the Company or a Subsidiary which is not effected pursuant to a written notice of termination as described in subsection (ii) or (iii) above; and for purposes of this Agreement, “Good Reason” means the occurrence of any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to no such purported termination shall be effective. The Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect exercise his right to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute terminate his employment for Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within by giving the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of termination specifying in reasonable detail the circumstances constituting “such Good Reason” within thirty (30) days of the initial occurrence of the event. However, allowed the Company shall have thirty (30) days to cure “cure” such circumstances, and terminated that the circumstances constituting such Good Reason are eliminated. The Executive’s employment shall terminate at the end of such thirty (30)-day period only if the Company has failed to cure such circumstances constituting the Good Reason. A termination of employment by the Executive within a Protection Period shall be for Good Reason within ninety (90) days following the initial occurrence if one of the condition(s) occurrences specified in such noticethis subsection (d) shall have occurred (and subject to the cure provision of the immediately preceding paragraph), in notwithstanding that the event such condition(s) remained uncuredExecutive may have other reasons for terminating employment, including employment by another employer which the Executive desires to accept.

Good Reason. For Termination of employment by the Executive for Good Reason shall be deemed to have occurred only if the Executive terminates his employment and provides a Notice of Termination to the Company prior to such date for any of the following reasons: (i) without Executive’s express written consent, a material change in the duties assigned to Executive, except in connection with the termination of his employment as a result of Executive’s death or by the Company for Disability or Cause or by Executive other than for Good Reason; (ii) a reduction by the Company in the Executive’s then current base salary; (iii) failure by the Company to substantially maintain Executive’s participation in the Company’s benefit plans; provided that the Company may eliminate Executive’s participation in such plans if participation ceases for similarly situated senior executives and further provided that the Company may make adjustments to Executive’s level of benefits under such plans. Such benefit plans shall include, but not be limited to, the provisions for incentive compensation under the Annual Executive Incentive Compensation Plan of the Company and the Company’s Retirement Plan, Supplemental Plan (as defined in Section 2(b)(iii)) (including the supplemental profit-sharing of the Supplemental Plan), the Fortune Brands Retirement Savings Plan (including the tax deferred and related Company matching contributions) and the Long-Term Incentive Plan; (iv) the relocation of the Company’s principal executive offices to a location more than 35 miles from it location on the date of this Agreement or the Company requiring the Executive to relocate to any office other than the Company’s principal executive offices, except for required travel on the Company’s business; (v) any reduction in the number of vacation days provided to the Executive, unless such reduction is applicable to officers of the Company generally; (vi) any failure of the Company to comply with and satisfy Section 7; (vii) any purported termination of the Executive’s employment by the Company which is not effected pursuant to a Notice of Termination, and for purposes of this Agreement, “Good Reason” means the occurrence of any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executivesno such purported termination shall be effective; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities termination of employment by the Executive under clauses (ii) or authority following a Change in Control (iii) above shall not constitute be deemed to have occurred for Good Reason if (x) there the reason for the compensation reduction or failure of benefit plan coverage thereunder is no demotion due to a change in Executive’s position or reduction the individual elements of aggregate compensation, which change is applicable to officers of the scope of Executive’s duties within Company generally, without a material reduction in aggregate compensation; provided, further, that the Executive must provide written notice to the Company that existed before of the Change existence of Good Reason no later than 90 days after its initial existence, the Company shall have a period of 30 days following its receipt of such written notice during which it may remedy in Control or (y) all material respects the Good Reason condition identified in such written notice, and the Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of must terminate employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more no later than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days 2 years following the initial occurrence existence of the condition(s) specified Good Reason condition identified in such written notice, in the event such condition(s) remained uncured.

Good Reason. For purposes When used with reference to a voluntary termination by the Executive of this Agreement, “Good Reason” means the occurrence of any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of his employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist mean any of the following, if taken without the Executive’s express written consent: The assignment to the Executive has not provided of any duties materially inconsistent with, or the material reduction of powers or functions associated with, the Executive’s position, title, duties, responsibilities and status with the Company immediately prior to a Change in Control; A change in title or positions resulting merely from a merger of the Company into or with another bank or company which does not downgrade in any way the Executive’s powers, duties and responsibilities shall not meet the Board requirements of this Section; A material reduction by the Company in the Executive’s annual base compensation or bonus opportunity as in effect immediately prior to a Change in Control; The Company’s transfer of the Executive to another geographic location outside of New Jersey, which is more than twenty (25) miles from his present office location, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to such Change in Control; or Any other action or inaction by the Company which constitutes a material breach of the terms of this Agreement; or The failure by the Company to obtain an assumption of the obligations of the Company to perform this Agreement by any successor to the Company. Notwithstanding the foregoing, the Executive shall not have Good Reason for termination unless (A) the Executive gives written notice of the circumstances constituting “termination for Good Reason” Reason within thirty (30) days of after the initial occurrence of the eventevent giving rise to Good Reason first occurs, allowed (B) the Company does not correct the action or failure to act that constitutes the grounds for Good Reason, as set forth in the Executive’s notice of termination, within thirty (30) days to cure such circumstances, after the date on which the Executive gives written notice of termination and terminated Executive’s employment for Good Reason (C) the Executive actually resigns within ninety thirty (9030) days following the initial occurrence expiration of the condition(s) specified in such notice, in the event such condition(s) remained uncuredcure period.

Good Reason. For The term "Good Reason" for purposes of this Agreement, “Good Reason” means the occurrence of ----------- Agreement shall (subject to (S) 1.12(e)) mean: (a) SunTrust or any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following SunTrust Affiliate after a Change in Control shall not constitute Good Reason if but before the end of Executive's Protection Period reduces Executive's base salary or opportunity to receive comparable incentive compensation or bonuses without Executive's express written consent; (xb) there is no demotion SunTrust or any SunTrust Affiliate after a Change in Control but before the end of Executive’s position or reduction of 's Protection Period reduces the scope of Executive’s duties within 's principal or primary duties, responsibilities or authority without Executive's express written consent; (c) SunTrust or any SunTrust Affiliate at any time after a Change in Control but before the Company end of Executive's Protection Period (without Executive's express written consent) transfers Executive's primary work site from Executive's primary work site on the date of such Change in Control or, if Executive subsequently consents in writing to such a transfer under this Agreement, from the primary work site which was the subject of such consent, to a new primary work site which is outside the "standard metropolitan statistical area" which then includes Executive's then current primary work site unless such new primary work site is closer to Executive's primary residence than Executive's then current primary work site; or (d) SunTrust or any SunTrust Affiliate after a Change in Control but before the end of Executive's Protection Period fails (without Executive's express written consent) to continue to provide to Executive health and welfare benefits, deferred compensation and retirement benefits, stock option and restricted stock grants that existed before are in the aggregate comparable to those provided to Executive immediately prior to the Change in Control Date; provided, however, (e) No such act or omission shall be treated as "Good Reason" under this Agreement unless (A) Executive delivers to the Compensation Committee a detailed, written statement of the basis for Executive's belief that such act or omission constitutes Good Reason, (B) Executive delivers such statement before the later of (1) the end of the ninety (90) day period which starts on the date there is an act or omission which forms the basis for Executive's belief that Good Reason exists or (y2) the end of the period mutually agreed upon for purposes of this (S) 1.12(e)(i)(B) in writing by Executive and the Chairman of the Compensation Committee, (C) Executive is given gives the Compensation Committee a position thirty (30) day period after the delivery of materially similar or greater overall scope such statement to cure the basis for such belief and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate actually submits Executive’s principal place of employment with the Company (or successor 's written resignation to the Company, if applicableCompensation Committee during the sixty (60) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place day period which begins immediately after the end of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days day period if Executive reasonably and in good faith determines that Good Reason continues to exist after the end of the initial occurrence of the event, allowed the Company such thirty (30) days day period, or (ii) SunTrust states in writing to cure Executive that Executive has the right to treat such circumstancesact or omission as Good Reason under this Agreement and Executive resigns during the sixty (60) day period which starts on the date such statement is actually delivered to Executive; (f) If (i) Executive gives the Compensation Committee the statement described in (S) 1.12(e)(i) before the end of the thirty (30) day period which immediately follows the end of the Protection Period and Executive thereafter resigns within the period described in (S) 1.12(e)(i) or (ii) SunTrust provides the statement to Executive described in (S) 1.12(e)(ii) before the end of the thirty (30) day period which immediately follows the end of the Protection Period and Executive thereafter resigns within the period described in (S) 1.12(e)(ii), and terminated then (iii) such resignation shall be treated under this Agreement as if made in Executive’s employment 's Protection Period; and (g) If Executive consents in writing to any reduction described in (S) 1.12(a) or (S) 1.12(b), to any transfer described in (S) 1.12(c) or to any failure described in (S) 1.12(d) in lieu of exercising Executive's right to resign for Good Reason within ninety and delivers such consent to SunTrust, the date such consent is delivered to SunTrust thereafter shall be treated under this definition as the date of a Change in Control for purposes of determining whether Executive subsequently has Good Reason under this Agreement to resign under (90S) days following the initial occurrence 3(a) or (S) 3(f) as a result of the condition(sany subsequent reduction described in (S) specified 1.12(a) or (S) 1.12(b), any subsequent transfer described in such notice, (S) 1.12(c) or any subsequent failure described in the event such condition(s(S) remained uncured1.12(d).

Good Reason. For purposes of this Agreement, The Executive shall be deemed to have “Good Reason” means to terminate his employment with the occurrence of any Employer if one of the following events conditions occurs without the Executive’s written consent: (A) a reduction , the Executive notifies the Employer in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction writing of the scope occurrence of Executive’s duties one of these conditions within sixty (60) days of its onset, the Company that existed before Employer fails to remedy the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” condition within thirty (30) days after its receipt of such written notice from the Executive, and the Executive notifies the Employer in writing of the initial occurrence of the event, allowed the Company Executive’s resignation for failure to cure a Good Reason within ten (10) days after such thirty (30) days day cure period: (i) a reduction in the Executive’s base annual salary rate; or (ii) a breach by the Employer of any of its material obligations to cure such circumstances, and terminated the Executive under the terms of the Executive’s employment by the Employer; or (iii) the relocation, following the occurrence of a Change in Control, of the office at which the Executive is principally employed as of the Change in Control (or if applicable, immediately prior to the commencement of the Proposed Business Combination) to a location that is either (A) more than thirty (30) miles from such office (unless such relocation has the effect of reducing the distance the Executive regularly commutes to the office) or (B) more than fifty (50) miles from the Executive’s residence as of the date of this Agreement, which relocation is not approved by the Executive; or (iv) an change that materially and adversely affects the Executive’s responsibilities, authorities, powers, functions or duties, taken as a whole, and that constitutes, when compared with the responsibilities, authorities, powers, functions or duties, taken as a whole, exercised by the Executive immediately prior to the Change in Control (or if applicable, immediately prior to the commencement of the Proposed Business Combination), an actual or constructive demotion of the Executive. For avoidance of doubt, the references in clauses (i)-(iv) of this Section 8(d) to “reduction,” “breach,” “relocation” or “change” shall mean an actual reduction, breach, relocation or change (as opposed to, for example, an announced, planned or anticipated reduction, breach, relocation or change). Notwithstanding any provision of this Section 10(d) to the contrary, in no event shall Good Reason be deemed to exist solely as a result of (a) the Employer’s exercise of its right to terminate the Executive under this Agreement for Cause, or (b) any action taken by the Employer in good faith in connection with the investigation of facts or circumstances that may constitute Cause for the Executive’s termination within ninety (90) days following the initial occurrence meaning of Section 10(a), including, without limitation, placing the condition(s) specified in such notice, in the event such condition(s) remained uncuredExecutive on paid administrative leave.

Good Reason. For purposes of this AgreementIf you are a party to a severance or employment agreement with the Company, “Good Reason” means Reason shall have the meaning set forth therein. If you are not a party to a severance or employment agreement with the Company, Good Reason shall mean, without your express written consent, the occurrence of any one of after the following events without Executive’s written consent: (A) a reduction in Executive’s base salaryApproval Date, except when it is with Executive’s consent if applicable, or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position Date, of materially similar or greater overall scope and responsibility within any of the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required following circumstances, provided you give notice to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement your intent to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s terminate your employment for Good Reason within ninety 90 days after notice to you of such circumstances and such circumstances are not fully corrected by the Company within 30 days after your notice: 14.4.1 the assignment to you of any duties inconsistent with the position in the Company that you held immediately prior to the Approval Date, if applicable, or the date of the Change in Control Date (90the “Change in Control Date”), a significant adverse alteration in the nature or status of your responsibilities or the conditions of your employment from those in effect immediately prior to the Approval Date, if applicable, or the Change in Control Date, or any other action by the Company that results in a material diminution in your position, authority, title, duties or responsibilities; 14.4.2 the Company’s reduction of your annual base salary as in effect on the Approval Date, if applicable, or the Change in Control Date or as the same may be increased from time to time; 14.4.3 the relocation of the Company’s offices at which you are principally employed immediately prior to the Approval Date, if applicable, or the Change in Control Date (your “Principal Location”) to a location more than twenty-five (25) miles from such location or the Company’s requiring you, without your written consent, to be based anywhere other than your Principal Location, except for required travel on the Company’s business to an extent substantially consistent with your present business travel obligations; 14.4.4 the Company’s failure to pay to you any portion of your current compensation or to pay to you any portion of an installment of deferred compensation under any deferred compensation program of the Company within seven (7) days following the initial occurrence of the condition(sdate such compensation is due; 14.4.5 the Company’s failure to continue in effect any material compensation or benefit plan or practice in which you are eligible to participate in on the Approval Date, if applicable, or the Change in Control Date (other than any equity based plan), unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) specified has been made with respect to such plan, or the Company’s failure to continue your participation therein (or in such noticesubstitute or alternative plan) on a basis not materially less favorable, both in terms of the event such condition(s) remained uncuredamount of benefits provided and the level of your participation relative to other participants, as existed at the time of the Approval Date, if applicable, or the Change in Control Date; or 14.4.6 the Company’s failure to provide you with the number of paid vacation days to which you are entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect on the Approval Date, if applicable, or the Change in Control Date.

Good Reason. For purposes The Executive terminates employment for Good Reason within two (2) years following the initial existence of the condition constituting Good Reason or for any other reason (including without Good Reason). As used in this Agreement, “Good Reason” means with respect to the occurrence termination from employment of Executive shall mean any one of the following events without following: (1) the Company’s material breach of this Agreement; (2) the Company materially altering or materially impairing the Executive’s authority, duties or responsibilities without his written consent: ; (A3) a any reduction in Executive’s base salarythen current Annual Base Salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation target Bonus opportunity to a level below fifty percent (provided50%) of the then current Annual Base Salary, for clarityor material diminution of benefits provided under Company plans which are applicable to Executive without his written consent; (4) the Company requiring the Executive to be based at any office or location other Batavia, that any reduction Ohio (or other agreed upon location) without the Executive’s prior written consent; or (5) in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following event there is a Change in Control shall not constitute Good Reason if Control, for a period of twelve (x12) there is no demotion in Executive’s position or reduction months following the date of the scope of Executive’s duties within the Company that existed before the such Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within Control, the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, term “Good Reason” shall not exist if include, in addition to items (1) through (6) above, the following: (i) the assignment to the Executive has not provided of any duties inconsistent in any material adverse respect with the Executive’s position, authority or responsibilities, or (ii) any other material adverse change in such position, including title, authority or responsibilities in each case without the prior written consent of Executive; or (B) failure of the Company and to obtain the Board written notice assumption in writing of its obligations under this Agreement by any successor to all or substantially all of the circumstances constituting “Good Reason” within thirty (30) days business or assets of the initial occurrence Company no later than the closing of such transaction, unless such assumption occurs by operation of law. No termination of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment hereunder by the Executive for Good Reason shall be effective as a termination for Good Reason unless the provisions of this paragraph shall first have been complied with. The Board shall be given a Notice of Termination by the Executive within ninety (90) days following of the initial occurrence existence of the condition(sviolation. The Company shall have sixty (60) specified in days after receipt of the Notice of Termination to fully cure such notice, in the event such condition(s) remained uncuredalleged violation.

Good Reason. For purposes of this Agreement, The term “Good Reason” means the occurrence of any one of the following events without Executive’s written consentshall mean: (A) a substantial reduction in Executiveof the facilities and perquisites (including office space and location) available to the Participant immediately prior to such reduction, without the Participant’s base salary, except when it is with Executive’s express written consent or part of an overall similar reduction for similarly-situated executivesand without good business reasons; (B) a material reduction in Executiveof the Participant’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason)Base Salary; (C) a significant material reduction in Executivethe kind or level of Participant benefits to which the Participant is entitled immediately prior to such reduction, with the result that the Participant’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there overall benefits package is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company)significantly reduced; (D) Executive is required the relocation of the Participant to relocate Executivea facility or location more than 30 miles from his or her current location, without the Participant’s principal place express written consent; (E) the Company’s failure to obtain the assumption by any successor of employment with the Company of [AS APPLICABLE: the Participant’s written employment agreement, if any] [FOR PARTICIPANTS OTHER THAN MEMBERS OF THE GROUP MANAGEMENT TEAM AND OTHER THAN MEMBERS OF THE BOARD ONLY: any COC Severance Agreement (to the extent contemplated under such COC Severance Agreement)]; or (F) a material reduction of the Participant’s duties, position or responsibilities relative to the Participant’s duties, position or responsibilities in effect immediately prior to such reduction, without the Participant’s express written consent. Clause (C) above shall not apply in the event of any reduction of the amount of the bonus actually paid but shall apply in the event of a material reduction of the target bonus or bonus opportunity. A condition shall not be considered “Good Reason” unless the Participant gives the Company or Employer (or a successor to of the CompanyCompany or Employer, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of such condition within 90 days after such condition comes into existence and the circumstances constituting “Good Reason” within thirty Company or Employer (30) days or a successor of the initial occurrence of Company or Employer, if applicable) fails to remedy such condition within 30 days after receiving the event, allowed the Company thirty (30) days to cure such circumstances, and terminated ExecutiveParticipant’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such written notice, in the event such condition(s) remained uncured.

Good Reason. The Executive may terminate this Agreement for Good Reason, upon written notice to the Company delivered in accordance with Sections 5.6 and 13.1 hereof. For purposes of this definition of "Good Reason," the term "Company" shall mean the Company and/or its Affiliates. For purposes of this Agreement, “"Good Reason” " means (i) the occurrence assignment to the Executive of any one duties materially inconsistent in any respect with the Executive's duties or responsibilities as contemplated in this Agreement, provided that the Executive specifically terminates his employment for Good Reason hereunder within 120 days from the date that he has actual notice of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executivessuch material breach; (Bii) any other action by the Company which results in a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction diminishment in the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, provided that the Executive specifically terminates his employment for Good Reason hereunder within 120 days from the date that he has actual amount notice of annual cash bonus paid to Executive shall not constitute Good Reason)such material breach; (Ciii) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material any breach by the Company of any material provision of the provisions of this Agreement Agreement, provided that the Executive specifically terminates his employment for Good Reason hereunder within 120 days from the date that he has actual notice of such material breach; (iv) requiring the Executive to relocate to any office or location other than Houston, Texas, without his consent; (v) a 5% or more reduction, or attempted reduction, at any time during the Employment Period, of the Base Salary of the Executive unless such reduction is also applied to all other agreement between Executive and senior executive officers of the Company; or (vi) the taking of any action by the Company which would adversely affect the Executive's participation in or materially reduce the Executive's benefits provided under Section 4.5 hereof, unless (A) there is substituted a comparable benefit that is at least economically equivalent (in terms of the benefit offered to the Executive) to the benefit in which the Executive's participation is being adversely affected or to the Executive's benefits that are being materially reduced, or (B) the taking of such action affects all other senior executive officers of the Company. Notwithstanding the foregoing or any other provision preceding provisions of this Agreement Section 5.5, if the Executive desires to the contrary, “terminate his employment for Good Reason” , he shall not exist if Executive has not provided the Company and the Board first give written notice of the facts and circumstances constituting “providing the basis for Good Reason” within thirty (30) days of Reason to the initial occurrence of Board or the eventCompensation Committee thereof, allowed and allow the Company thirty (30) days from the date of such notice to remedy, cure such circumstances, and terminated Executive’s employment for or rectify the situation giving rise to Good Reason within ninety (90) days following to the initial occurrence reasonable satisfaction of the condition(s) specified in such notice, in the event such condition(s) remained uncuredExecutive.

Good Reason. Employee may terminate his employment hereunder for Good Reason in accordance with the terms of this Section 4(e). For purposes of this Agreement, “Good Reason” means the occurrence of any one of the following events shall mean, without Executivefirst obtaining Employee’s written consent: (Ai) the Company materially breaches the terms of this Agreement; (ii) the Company diminishes Employee’s position and functional responsibilities in a reduction material and negative manner, including a change in ExecutiveEmployee’s base salarytitle or, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executivesas specifically permitted hereunder, the person to whom Employee reports; (Biii) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual Company reduces the Base Salary or materially reduces the amount of annual cash bonus paid vacation to Executive shall not constitute Good Reason)which Employee is entitled or his fringe benefits or perquisites; (Civ) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role requires Employee to be based in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive location that is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty 50 miles from Employee’s initial work location (50 miles) as compared to Executivewhich shall be either the Boston metropolitan area or, in Employee’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in discretion, the ordinary course of businessNew York metropolitan area); or (Ev) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contraryCompensation Committee does not, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) 60 days of the initial Start Date, approve the grant of RSUs and Options in accordance with Section 3(a) of this Agreement; provided that, the Company shall first be provided a 30-day cure period (the “Cure Period”), following receipt of written notice setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason, to cease, and to cure, any conduct specified in such written notice; provided further, that such notice shall be provided to the Company within 60 days of the occurrence of the eventconduct constituting Good Reason. If, allowed at the Company thirty (30) days end of the Cure Period, the circumstance that constitutes Good Reason has not been remedied, Employee will be entitled to cure such circumstances, and terminated Executive’s terminate employment for Good Reason within ninety (90) days following during the initial occurrence 30-day period that follows the end of the condition(s) specified in Cure Period. If Employee does not terminate employment during such notice30-day period, in Employee will not be permitted to terminate employment for Good Reason as a result of such event. If the event such condition(s) remained uncuredCompany disputes the existence of Good Reason, Employee shall have the burden of proof to establish that Good Reason does exist or that the circumstances that gave rise to Good Reason have not been cured.

Good Reason. For purposes of this Agreement, Executive shall have “Good Reason” means for resignation from employment with the occurrence of Company if any one of the following events actions are taken by the Company without Executive’s prior written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (Ba) a material reduction in Executive’s incentive compensation Base Salary, which the parties agree is a reduction of at least ten percent (provided, for clarity, that any 10%) of Executive’s Base Salary (unless pursuant to a salary reduction in program applicable generally to the actual amount of annual cash bonus paid to Executive shall not constitute Good ReasonCompany’s similarly situated employees); (Cb) a significant material reduction in Executive’s duties (including responsibilities with respect to management of Company or in Executive’s authority or status within Company (and/or authorities), provided, however, that a reduction change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of new duties are materially reduced from the scope of Executive’s duties within the Company that existed before the Change in Control prior duties; or (yc) Executive is given a position relocation of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by relocation. In order to resign her employment for Good Reason, Executive must provide written notice to the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of after the initial first occurrence of the eventevent giving rise to Good Reason setting forth the basis for Executive’s resignation, allowed allow the Company at least thirty (30) days from receipt of such written notice to cure such circumstancesevent, and terminated Executive’s employment for Good Reason if such event is not reasonably cured within ninety such period, Executive must resign from all positions Executive then holds with the Company not later than fifteen (9015) days following after the initial occurrence expiration of the condition(s) specified in such notice, in the event such condition(s) remained uncuredcure period.

Good Reason. For purposes of this Agreement, “Executive shall have "Good Reason” means " for resignation from employment with the occurrence of Company if any one of the following events actions are taken by the Company without Executive’s 's prior written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (Ba) a material reduction in Executive’s incentive compensation (provided's Base Salary, for clarity, that any reduction other than in connection with an across-the-board decrease of base salaries applicable to all senior executives of the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason)Company; (Cb) a significant material reduction in Executive’s 's duties (including responsibilities with respect to management of Company or in Executive’s authority or status within Company (and/or authorities), provided, however, that a reduction change in Executive’s responsibilities or authority following job position (including a Change change in Control title) shall not constitute Good Reason if be deemed a "material reduction" in and of itself unless Executive's new duties are materially reduced from the prior duties; or (xc) there is no demotion in Executive’s position or reduction of the scope relocation of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s 's principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s 's one-way commute from the Executive’s residence (after the relocation agreed by Executive and the Company in Section 1.2) by more than fifty (50 miles50) miles as compared to Executive’s 's then-current principal place of employment immediately prior to such relocation relocation. In order for Executive to resign for Good Reason, each of the following requirements must be met: (excluding regular travel in i) Executive must provide written notice to the ordinary course Company's Chief Executive Officer within sixty (60) days after the first occurrence of business); or the event giving rise to Good Reason setting forth the basis for Executive's resignation, (Eii) a material breach by the Executive must allow the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within at least thirty (30) days from receipt of such written notice to cure such event (the initial occurrence of the event"Cure Period"), allowed (iii) such event is not reasonably cured by the Company within the Cure Period, and (iv) Executive must resign from all positions Executive then holds with the Company not later than thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following after the initial occurrence expiration of the condition(s) specified in such notice, in the event such condition(s) remained uncuredCure Period.

Good Reason. For Executive may terminate his employment for "Good Reason" within ninety (90) days after Executive has actual knowledge of the occurrence, without the written consent of Executive, of one of the following events: (i) (A) any change in the duties or responsibilities of Executive that is inconsistent in any material and adverse respect with Executive's position(s), duties, responsibilities or status with the Company (including any material and adverse diminution of such duties or responsibilities); PROVIDED, HOWEVER, that Good Reason shall not be deemed to occur upon a change in duties or responsibilities that is solely and directly a result of the Company no longer being a publicly traded entity (other than such change which would have a material and adverse effect on Executive's duties or responsibilities) and does not involve any other event set forth in this paragraph (d) or (B) a material and adverse change in Executive's titles or offices (including, if applicable, membership on the Board) with the Company; (ii) a reduction in Executive's Base Salary or Bonus opportunity; (iii) the relocation of the Company's principal executive offices or Executive's own office location outside of Manhattan, New York; (iv) the failure of the Company or any Affiliate to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Executive is participating immediately prior to the date of this Agreement or the taking of any action by the Company or any Affiliate which would adversely affect Executive's participation in or reduce Executive's benefits under any such plan, unless Executive is permitted to participate in other plans providing Executive with substantially equivalent benefits; (v) any refusal by the Company or any Affiliate to continue to permit Executive to engage in activities not directly related to the business of the Company which Executive was permitted to engage in prior to the date of this Agreement; (vi) any purported termination of Executive's employment for Cause which is not effected pursuant to the procedures of Section 6(c) (and for purposes of this Agreement, “Good Reason” means no such purported termination shall be effective); (vii) the occurrence Company's or any Affiliate's failure to provide in all material respects the indemnification set forth in Section 11 of this Agreement; (viii) for any one reason within the thirty (30) day period immediately following the first (1st) anniversary of a Change in Control of the following events without Executive’s written consent: Company; (Aix) a reduction the failure of the Company to obtain the assumption agreement from any successor as contemplated in Executive’s base salary, except when it is with Executive’s consent Section 13(a); (x) the Company or part any Affiliate providing Executive the notice not to renew the Employment Period as contemplated by Section 2 hereof; or (xi) any other breach of an overall similar reduction for similarly-situated executives; (B) a material reduction provision of this Agreement by the Company or any Affiliate. For purposes of clauses (i) through (vii) and (xi) above, an isolated, insubstantial and inadvertent action taken in Executive’s incentive compensation good faith and which is remedied by the Company within ten (provided, for clarity, that any reduction in the actual amount 10) days after receipt of annual cash bonus paid to notice thereof given by Executive shall not constitute Good Reason); (C) a significant reduction in . Executive’s responsibilities with respect 's right to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s terminate employment for Good Reason within ninety (90) days following the initial occurrence shall not be affected by Executive's incapacity due to mental or physical illness and Executive's continued employment shall not constitute consent to, or a waiver of the condition(s) specified in such noticerights with respect to, in the any event such condition(s) remained uncuredor condition constituting Good Reason.

Good Reason. For purposes Termination by the Executive of this Agreement, the Executive’s employment for “Good Reason” means shall mean termination by the occurrence of any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if based on: (xi) there is no demotion in Without the Executive’s position express written consent, the assignment by the Company or reduction the Bank to the Executive of any duties which are materially inconsistent with the Executive’s positions, duties, responsibilities and status with the Employers immediately prior to a Change in Control, or a material change in the Executive’s reporting responsibilities, titles or offices as an officer and employee and as in effect immediately prior to such a Change in Control, or any removal of the scope Executive from or any failure to re-elect the Executive to any of such responsibilities, titles or offices, except in connection with the termination of the Executive’s duties within employment for Cause, Disability or Retirement or as a result of the Company that existed before Executive’s death or by the Executive other than for Good Reason; (ii) Without the Executive’s express written consent, a reduction in the Executive’s base salary or award opportunity under the Employers’ incentive compensation plans or arrangements as in effect immediately prior to the date of the Change in Control or (y) Executive is given as the same may be increased from time to time thereafter or a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role reduction in the hierarchy package of a smaller company); fringe benefits provided to the Executive as in effect immediately prior to the date of the Change in Control; (Diii) Executive is required to relocate A change in the Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to by a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place distance in excess of employment 25 miles from its location immediately prior to such relocation the Change in Control; (excluding regular travel in the ordinary course of business); or (Eiv) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice Any purported termination of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Disability or Retirement which is not effected pursuant to a Notice of Termination satisfying the requirements of paragraph (i) below; or (v) The failure by the Company to obtain the assumption of and agreement to perform this Agreement by any successor as contemplated in Section 9 hereof. Notwithstanding the foregoing, prior to any termination of employment for Good Reason Reason, Executive must first provide written notice to the Company within ninety (90) 90 days following the initial occurrence existence of the condition(s) specified in condition, describing the existence of such noticecondition, in and the event Company shall thereafter have the right to remedy the condition within 30 days of the date of the Company received written notice from Executive, but the Company may waive its right to cure. If the Company remedies the condition within such condition(s) remained uncured30 day cure period, then no Good Reason shall be deemed to exist with respect to such condition. If the Company does not remedy the condition within such 30 day cure period, then Executive may deliver a Notice of Termination for Good Reason at any time within 60 days following the expiration of such cure period.

Good Reason. The Employee shall have the right to terminate his employment for “Good Reason.” For purposes of this Agreement, the Employee shall have “Good Reason” means the occurrence of any one of the following events without Executive’s written consent: to terminate his employment upon (Aeach a “Good Reason Event”): (i) a reduction in Executivethe Employee’s base salarythen current Base Salary and such reduction is not rescinded within 15 days after written notice from Employee that such reduction in Base Salary constitutes grounds for termination for a Good Reason Event; or (ii) the failure of Company to pay any compensation, except when it or otherwise provide any benefits, due to the Employee in accordance with the terms of this Agreement and such failure is with Executive’s consent not cured within 30 days after written notice from Employee identifying such failure to make such payment or part of an overall similar reduction benefit and stating that such failure constitutes grounds for similarly-situated executivestermination for a Good Reason Event; or (Biii) a material reduction diminution of Employee’s responsibilities, or the assignment to the Employee of duties materially inconsistent with the Employee’s position, duties, and status with the Company as set forth in ExecutiveSection 3(a), if done without the Employee’s incentive compensation (provided, prior written consent and provided such change is not rescinded by the Company within 30 days after written notice from Employee specifying the changes described in this subparagraph and a statement that such changes constitute grounds for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) termination for a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if Event; or (xiv) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before moves the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate ExecutiveEmployee’s principal place of employment by a distance greater than seventy five (75) miles from the City of Irving, Texas, without the Employee’s prior written consent and such action to move Employee is not rescinded within 30 days after written notice from Employee stating that such change of location constitutes grounds for termination for a Good Reason Event; or (v) The Company otherwise breaches this Agreement and such breach is not cured within 10 days after written notice from Employee identifying such breach and stating that such breach constitutes grounds for termination for a Good Reason Event. The Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting a Good Reason Event hereunder; however, a claim that a Good Reason Event has occurred shall be deemed waived, even if such Good Reason Event has occurred, if not asserted in writing by the Employee to the Company (or successor to the Company, if applicable) to a place that increases Executivewithin 30 days of Employee’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice actual knowledge of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncuredEvent.

Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of means, with respect to a Participant, any one of the following events without Executiveprovided that the Participant has first provided written notice to the Company of the existence of such condition and the Company (or surviving corporation) has not remedied such condition within 30 days after the Participant’s written consentnotice is received by the Company and the Participant separates from service within one year following the initial existence of such condition: (Ai) a any reduction in ExecutiveParticipant’s annual base salary, salary (except when it is with Executivefor salary decreases generally applicable to the Company’s consent or part of an overall similar reduction for other similarly-situated executivesemployees); (Bii) a any material reduction in Executivethe Participant’s incentive compensation target bonus level or bonus opportunities; (provided, for clarity, that any reduction iii) Participant’s duties or responsibilities are materially diminished (and not simply a change in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reasontitle or reporting relationships); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that the Participant shall not have “Good Reason” to terminate if the Company is retained as a separate legal entity or business unit following the effective date of a Change of Control and the Participant holds the same position in such legal entity or business unit as the eligible employee held before the effective date of such Change of Control; (iv) in the event the Participant is a member of the Board, any failure of the Board or one if its committees to re-nominate the Participant for election to the Board; (v) any significant reduction, in the aggregate, in the employee benefit programs made available to the Participant other than a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction such employee benefit programs affecting all employees of the scope of Executive’s duties within the Company that existed before the Change in Control substantially equally; or (yvi) Executive is given the relocation without Participant’s prior written approval of the Participant’s principal office or place of business to a position of materially similar or greater overall scope and responsibility within the acquiring company location that would cause an increase by more than twenty (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role 20) miles in the hierarchy of a smaller company); (D) Executive Participant’s one-way commuting distance from the Participant’s principal personal residence to the principal office or business location at which the Participant is required to relocate Executiveperform services, except for required travel for the Company’s principal place business to an extent substantially consistent with the Participant’s prior business travel obligations. The determination under this Agreement that a Participant’s termination is with or without Good Reason shall be made by the Company in good faith, and any such determination shall have no effect upon any determination of employment with the rights or obligations of the Company (or successor to an Affiliate) or the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or Participant for any other agreement between Executive and the Companypurpose. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” Participant’s continued employment shall not exist if Executive has not provided the Company and the Board written notice constitute consent to, or a waiver of the rights with respect to, any circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncuredhereunder.

Good Reason. For purposes of this Agreement, “Good Reason” means means, without the occurrence of any one express written consent of the following events without Executive (i) a change in the Executive’s written consent: position with the Company or an Affiliate which results in a material diminution of the Executive’s authority, duties or responsibilities; (Aii) a material reduction by the Company in the annual rate of the Executive’s base salary, except when it is with Target Bonus or value of long-term incentive; (iii) a change in the location of the Executive’s consent or part of an overall similar reduction for similarly-situated executivesprincipal office to a different place that is more than fifty (50) miles from the Executive’s principal office immediately prior to such change; (Biv) the Company’s material breach of this Agreement; or (v) the Company’s notice of non-renewal of this Agreement, in accordance with Section 1, provided that the Executive resigns for Good Reason within a material reduction in Executive’s incentive compensation one hundred twenty (provided120) day period following notice of non-renewal or by the Renewal Date, for clarity, that any if later. A reduction in the actual amount Executive’s annual rate of base salary, Target Bonus or value of long-term incentive shall be material if in the case of base salary, the annual rate of base salary on any date is less than ninety percent (90%) of the Executive’s highest annual rate of base salary as in effect on any date in the preceding thirty-six (36) months; in the case of the Target Bonus, the percentage of annual cash bonus paid rate of base salary set as the Target Bonus for the Executive is less than ninety percent (90%) of the highest percentage set as the Target Bonus for the Executive within the preceding thirty-six (36) months; and in the case of the value of the long-term incentive, the present value of the long-term incentive on the date of grant is less than ninety percent (90%) of the highest present value (as of the original date of grant) of the aggregate of long-term incentives granted to the Executive shall not constitute Good Reason)in a calendar year within the preceding thirty-six (36) months; (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in the Executive’s responsibilities long-term incentives shall be disregarded to the extent that the reduction is applied similarly to the Company’s executive group who have historically participated in such awards. Notwithstanding the two preceding sentences, Executive’s termination of employment for Cause, disability or authority following a Change in Control retirement, shall not constitute Good Reason if and items (xi) there is no demotion in Executive’s position or reduction of through (v) above shall be the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given sole basis for a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach termination by the Company of any material provision of this Agreement or any other agreement between Executive and for Good Reason. A resignation by the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, Executive shall not be with “Good Reason” shall not exist if unless the Executive has not provided gives the Company and the Board written notice of specifying the circumstances constituting “event or condition that the Executive asserts constitutes Good Reason” within thirty (30) days of , the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within notice is given no more than ninety (90) days following after the initial occurrence of the condition(s) specified in such notice, in event or initial existence of the condition that the Executive asserts constitutes Good Reason and the Company has failed to remedy or cure the event or condition during the thirty (30) day period after such condition(s) remained uncuredwritten notice is given to the Company.

Good Reason. The Executive's employment may be terminated by the Executive for Good Reason. For purposes of this Agreement, “"Good Reason” means " shall exist upon the occurrence occurrence, without the Executive's consent, of any one or more of the following events without Executive’s written consent: circumstances: (Ai) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a any material reduction of the Executive's base compensation which is in Executive’s incentive compensation effect on the Effective Date (provided, for clarity, and as increased from time to time thereafter); provided that any reduction that is as part of a general reduction in the actual amount base compensation of annual cash bonus paid to Executive executives of the same grade level shall not constitute be "Good Reason); "; (Cii) a significant reduction in Executive’s responsibilities with respect to management of Company any action or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within inaction by the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) constitutes a material breach by the Company of any applicable plan, program or agreement under which the Executive provides services; (iii) the material provision reduction or material adverse modification of the Executive's title, status, position, responsibilities or authority contemplated by Section 2(a) of this Agreement (and as such authorities and duties may be increased from time to time), such that the Executive's title, status, position, authority or responsibilities are inconsistent with, or commonly considered to be of lesser stature than, those in effect prior to the reduction or modification, as the same may, for example, be evidenced by (A) a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report, including a requirement that the Executive report to a corporate officer or employee instead of to the Board, or (B) a material diminution in the budget over which the Executive has authority; or (iv) any other agreement between requirement that the Executive and relocate his principal place of employment by more than a fifty (50)-mile radius from its location on the Company. Effective Date; Notwithstanding the foregoing or foregoing, any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “described above may not serve as a basis for resignation for "Good Reason” " by the Executive unless (A) the Executive has provided written notice to the Company that such circumstance exists within ninety (90) days of the initial existence of such circumstance and the Company has failed to cure such circumstance within thirty (30) days of following such notice; and (B) the initial occurrence of Executive's Separation from Service due to such circumstance occurs within the event, allowed the Company thirty one (301) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days year period following the initial occurrence existence of the condition(s) specified in such notice, in the event such condition(s) remained uncuredcircumstance.

Good Reason. For purposes The Executive’s employment with the Company will be deemed to have been constructively terminated by the Company, and the Executive may consequently terminate the Executive’s employment for Good Reason and become entitled to the benefits of this AgreementSection 9(a)(i), “Good Reason” means if, before the occurrence of any Employment Period expires, one or more of the following events occurs without the Executive’s prior written consent: : (Ai) a reduction in the Executive’s base salaryduties, except when it is with position, or responsibilities are significantly reduced or diminished relative to the Executive’s consent duties, position, or part responsibilities as in effect immediately before such reduction or diminution, or the Executive is removed from such position, duties, and responsibilities, unless the Executive is provided with comparable duties, position, and responsibilities; (ii) any of an overall similar the Executive’s facilities and perquisites (including office space and location) are substantially reduced or diminished without good business reasons, as compared to those available to the Executive immediately before such reduction for similarly-situated executives; or diminution; (Biii) the Executive’s Base Salary is reduced, as compared to the Executive’s Base Salary as in effect immediately before such reduction; (iv) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount kind or level of annual cash bonus paid employee benefits to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of which the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) entitled as compared to those available immediately before such reduction with the result that the Executive’s then-overall benefits package is significantly reduced, unless such material reduction applies generally to all Company senior management; (v) the relocation of the Executive’s office to an office located more than 50 miles from the Executive’s current principal place office or more than 50 miles from the Executive’s current residence; (vi) the Company’s failure to cause any successor to assume this Agreement in its entirety; (vii) any purported termination of the Executive’s employment immediately prior if such termination is not for Cause, due to such relocation Disability, or due to death, or for which the grounds relied upon are not valid; or (excluding regular travel in the ordinary course of business); or (Eviii) a any material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncuredAgreement.

Good Reason. For purposes During the Employment Period, the Executive shall have the right to Separate from Service for Good Reason in connection with a Change in Control of the Company in the event of: (i) a material breach of this AgreementAgreement by the Company. In furtherance of this clause (i) and not in limitation thereof, “Good Reason” means Reason will not exist due to an isolated, insubstantial and inadvertent failure not occurring in bad faith that the occurrence Company remedies promptly after receipt of notice thereof given by the Executive; (ii) a material reduction in the Executive's Base Salary, percentage of Base Salary available as incentive compensation or bonus opportunity or benefits, in each case relative to those most favorable to the Executive in effect at any time during the one year period prior to the Change in Control. (iii) the removal of the following events Executive from, or any failure to reelect or reappoint the Executive to, any of the positions held with the Company on the date of the Change in Control or any other positions with the Company to which the Executive is thereafter be elected, appointed or assigned when such removal or failure constitutes a material diminution of the Executive's authority, duties, or responsibilities. In furtherance of this clause (iii) and not in limitation thereof, Good Reason will not exist if such removal or failure to reelect or reappoint relates to the termination by the Company of the Executive's employment for Cause or by reason of disability pursuant to Section 8(b); (iv) a material adverse change, without the Executive’s 's written consent: , in the Executive's working conditions or authority, duties, or responsibilities with the Company relative to the most favorable working conditions or authority, duties, or responsibilities in effect during the one year period prior to the Change in Control, including but not limited to (A) a reduction material change in the nature or scope of the Executive’s base salary's authority, except when it is with Executive’s consent powers, functions, duties or part of an overall similar reduction for similarly-situated executives; responsibilities, or (B) a material reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements. In furtherance of this clause (iv) and not in limitation thereof, Good Reason will not exist due to an isolated, insubstantial and inadvertent event not occurring in bad faith that the Company remedies within ten (10) days after receipt of notice thereof given by the Executive’s incentive compensation ; (provided, for clarity, that any reduction v) the relocation of the Executive's principal place of employment to a location more than 50 miles from the Executive's principal place of employment pursuant to Section 2(a) of this Agreement as in effect during the actual amount one year period prior to the Change in Control; or (vi) the Company requires the Executive to travel on Company business 20% in excess of annual cash bonus paid the average number of days per month the Executive was required to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect travel during the one year period prior to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a the Change in Control (or if the Change in Control occurs within one year after the Effective Date, the period the Executive has served as Chief Executive Officer of the Company). Notwithstanding the foregoing, the Executive ceasing to be the Chief Financial Officer of the Company shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision for purposes of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of no amendment to this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice be required as a result of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncuredchange.

Good Reason. For purposes Termination by the Executive of this Agreement, the Executive’s employment for “Good Reason” means shall mean termination by the occurrence of any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent Executive at or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in based on, without the Executive’s position express written consent: (i) the assignment by the Bank to the Executive of any duties which are materially inconsistent with the Executive’s positions, duties, responsibilities and status with the Bank immediately prior to a Change in Control, or reduction a material change in the Executive’s reporting responsibilities, titles or offices as an officer and employee and as in effect immediately prior to the Change in Control, or any removal of the scope Executive from or any failure to re-elect the Executive to any of such responsibilities, titles or offices, except in connection with the termination of the Executive’s duties within employment for Cause or as a result of the Company that existed before Executive’s death or by the Executive other than for Good Reason; (ii) a reduction in the Executive’s base salary or bonus/incentive award opportunity under the Employers’ incentive compensation plans or arrangements as in effect immediately prior to the date of the Change in Control or (y) Executive is given as the same may be increased from time to time thereafter or a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role reduction in the hierarchy package of a smaller company); fringe benefits provided to the Executive as in effect immediately prior to the date of the Change in Control; (Diii) Executive is required to relocate A change in the Executive’s principal place of employment with the Company by a distance in excess of twenty-five (or successor to the Company, if applicable25) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment miles from its location immediately prior to such relocation the Change in Control; or (excluding regular travel in the ordinary course of business); or (Eiv) a material breach The failure by the Company to obtain the assumption of any material provision of and agreement to perform this Agreement or by any other agreement between Executive and the Companysuccessor as contemplated in Section 10. Notwithstanding the foregoing or foregoing, prior to any other provision termination of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason Reason, the Executive must first provide written notice to the Bank within ninety (90) days following the initial occurrence existence of the condition(scondition, describing the existence of such condition, and the Bank shall thereafter have the right to remedy the condition within thirty (30) specified in days of the date of the Bank received written notice from the Executive, but the Bank may waive its right to cure. If the Bank remedies the condition within the thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such noticecondition. If the Bank does not remedy the condition within the thirty (30) day cure period, in then the event such condition(sExecutive may deliver a Notice of Termination for Good Reason at any time within sixty (60) remained uncureddays following the expiration of the cure period.

Good Reason. For purposes of this Agreement, “Good Reason” means for the Executive to terminate his employment shall mean the occurrence of any one of the following events without the Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarityprovided however, that any reduction in resignation by the actual amount Executive due to any of annual cash bonus paid to Executive the following conditions shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute only be deemed for Good Reason if if: (xi) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within Executive gives the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days his intent to cure such circumstances, and terminated Executive’s employment terminate for Good Reason within ninety (90) days following the initial first occurrence of the condition(s) specified in that the Executive believes constitutes Good Reason, which notice shall describe such noticecondition(s); (ii) the Company fails to remedy, in the event if remediable, such condition(s) remained uncuredwithin thirty (30) days following receipt of the written notice (the “Cure Period”) of such condition(s) from the Executive; and (iii) the Executive actually resigns his employment within the first ninety (90) days after expiration of the Cure Period; (A) a material reduction by the Company of the Executive’s Base Salary or target bonus percentage as initially set forth herein or as the same may be increased from time to time (unless reductions comparable in amount and duration are concurrently made for all other executive officers of the Company); (B) a material reduction by the Company of the Executive’s authority, duties or responsibilities or the assignment to the Executive of any duties substantially inconsistent with the Executive’s positions, duties and responsibilities with the Company; (C) the material relocation of the Company’s offices that requires an increase in the Executive’s one-way driving distance by more than fifty (50) miles, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s duties and responsibilities; or (D) a material breach by the Company of this Agreement or any other agreement between the Company and the Executive.

Good Reason. For purposes of this Agreement, “Good Reason” means is defined as the occurrence resignation by Executive within thirty (30) days following the end of the Cure Period defined below, if any one of the following events occur without Executive’s express written consent: (Ai) the Company reduces the amount of the Base Salary, other than pursuant to a reduction in that also is applied to substantially all other employees of the Company, (ii) the Company fails to pay the Base Salary or other benefits required to be provided by the Company hereunder, (iii) the Company materially reduces the overall compensation or benefits required to be provided by the Company to Executive hereunder other than pursuant to a reduction that also is applied to substantially all other employees of the Company, (iv) the Company materially reduces Executive’s base salarycore functions, except when it is with duties or responsibilities in a manner that constitutes a demotion, or (v) any change of Executive’s consent or part of an overall similar reduction for similarly-situated executives; principal office location to a location more than thirty (B30) a material reduction in miles from the Company’s First Office (as defined below) anytime following the date on which Executive’s incentive compensation (provided, for clarity, that any reduction principal office location has been established in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason)Company’s First Office; (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction Executive must provide written notice to the Board of the scope of Executive’s duties within the Company condition that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting could constitute “Good Reason” within thirty (30) days of the initial occurrence existence of the event, allowed such condition and such condition must not have been remedied by the Company within thirty (30) days of such written notice (the “Cure Period”). The “Company’s First Office” shall mean the location of the Company’s first commercial office space in the greater Philadelphia, PA area pursuant to cure such circumstancesa lease agreement with an initial term of at least three (3) years. For the avoidance of doubt, no change of Company location prior to the establishment of the Company’s First Office shall constitute Good Reason. Notwithstanding the foregoing, any actions taken by the Company to accommodate a disability of Executive or pursuant to the Family and terminated Executive’s employment for Medical Leave Act shall not be a Good Reason within ninety (90) days following the initial occurrence for purposes of the condition(s) specified in such notice, in the event such condition(s) remained uncuredthis Agreement.

Good Reason. For purposes of this Agreement, Executive shall have “Good Reason” means for resignation from employment with the occurrence of Company if any one of the following events actions are taken by the Company without Executive’s prior written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (Ba) a material reduction in Executive’s incentive compensation Base Salary, which the parties agree is a reduction of at least ten percent (provided, for clarity, that any 10%) of Executive’s Base Salary (unless pursuant to a salary reduction in program applicable generally to the actual amount of annual cash bonus paid to Executive shall not constitute Good ReasonCompany’s similarly situated employees); (Cb) a significant material reduction in Executive’s duties (including responsibilities with respect to management of Company or in Executive’s authority or status within Company (and/or authorities), provided, however, that a reduction in Executive’s responsibilities or authority that, solely following a Change of Control, a change in Control job position (including a change in title) shall not constitute Good Reason if (x) there is no demotion be deemed a “material reduction” in and of itself unless Executive’s position or reduction of new duties are materially reduced from the scope of Executive’s duties within the Company that existed before the Change in Control prior duties; or (yc) Executive is given a position relocation of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between relocation. In order to resign his employment for Good Reason, Executive and must provide written notice to the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the ’s Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of after the initial first occurrence of the eventevent giving rise to Good Reason setting forth the basis for Executive’s resignation, allowed allow the Company at least thirty (30) days from receipt of such written notice to cure such circumstancesevent, and terminated Executive’s employment for Good Reason if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than ninety (90) days following after the initial occurrence expiration of the condition(s) specified cure period. Notwithstanding anything to the contrary in such noticethis Agreement, the Company and Executive agree that the duties and responsibilities of a chief executive officer of a subsidiary or division or other business unit of an acquirer constitute a material reduction and diminution in Executive’s duties as compared to the event such condition(s) remained uncured.CEO position contemplated by this Agreement..

Good Reason. For purposes of this AgreementOther Than for Cause or Death or Disability Prior to or More than Two Years Following a Change in Control. If, “during the Employment Period and prior to, or more than two years immediately following, a Change in Control, the Company shall terminate the Executive’s employment other than for Cause, death or Disability or if the Executive shall terminate his employment for Good Reason” means Reason during such period, subject to the occurrence of any one Executive’s execution, delivery to the Company and non-revocation within 30 days of the following events without Executive’s written consentDate of Termination of a release of claims against the Company and its Affiliated Entities substantially in the form used by the Company in connection with employment terminations, the Company shall pay to the Executive on the 45th day after the Date of Termination (except as otherwise required by law or provided below) or provide, as applicable, the following: (i) A lump sum cash payment consisting of: (A) a reduction in the Executive’s base salary, except when it is with Executive’s consent or part Annual Base Salary through the Date of an overall similar reduction for similarly-situated executivesTermination to the extent not yet paid; (B) any annual Incentive Payment earned by the Executive for a material reduction in Executive’s incentive compensation (providedprior award period, for clarity, that any reduction in the actual amount of annual cash bonus but not yet paid to Executive the Executive, provided that (other than any portion of such annual Incentive Payment that was previously deferred, which portion shall not constitute Good Reasoninstead be paid in accordance with the applicable deferral arrangement and any election thereunder) such payment shall be made no later than the 15th day of the third month following the close of the fiscal year with respect to which such Incentive Payment is earned (the sum of the amounts described in clauses (A) and (B) shall be hereinafter referred to as the “Accrued Obligations”); (C) a significant reduction in one times the Executive’s responsibilities with respect Annual Base Salary as in effect immediately prior to management the Date of Company or in Executive’s authority or status within Company Termination; and (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if D) one times the higher of (x) there is no demotion the Target Incentive Payment for the year in Executive’s position or reduction which the Date of the scope of Executive’s duties within the Company that existed before the Change in Control or Termination occurs and (y) Executive is given a position of materially similar the Incentive Payment paid or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor payable to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place Executive in respect of employment the fiscal year immediately prior to such relocation the year in which the Date of Termination occurs; and (excluding regular travel in ii) To the ordinary course of business); extent not theretofore paid or (E) a material breach by provided, the Company of any material provision of this Agreement shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice Affiliated Entities through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncuredOther Benefits”).

Good Reason. The Executive shall be entitled to terminate his employment for “Good Reason” as defined below. For purposes of this Agreement, termination for “Good Reason” shall mean termination based on: (i) a material reduction by the Bank in the Executive’s base salary; (ii) the failure by the Bank to pay to the Executive any portion of his compensation or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Bank within 10 days of the date such compensation is due (it being understood and agreed that each annual bonus shall be paid no later than the end of the third month of the year next following the year for which the annual bonus is awarded, unless the Executive shall elect to defer the receipt of such annual bonus); (iii) the Bank’s requiring the Executive to be based at any office that is greater than thirty-five (35) miles from where the Executive’s office was previously located, except for required travel on the Bank’s business to an extent substantially consistent with the business travel obligations which the Executive undertook on behalf of the Bank prior to such time; (iv) the failure by the Bank to obtain an agreement reasonably satisfactory to the Executive from any successor to assume and agree to perform this Agreement; (v) the failure by the Bank to continue in effect any Plan (as hereinafter defined) in which the Executive is participating (or Plans providing the Executive with at least substantially similar benefits) other than as a result of the normal expiration of any such Plan in accordance with its terms, or the taking of any action, or the failure to act, by the Bank which would adversely affect the Executive’s continued participation in any of such Plans on at least as favorable a basis to the Executive as previously in place, or which would materially reduce the Executive’s benefits in the future under any of such Plans or deprive the Executive of any material benefit enjoyed by the Executive. For purposes of this Agreement, “Good ReasonPlan” means shall mean any compensation plan or any employee benefit plan such as a thrift, pension, profit sharing, medical, disability, accident, life insurance plan or a relocation plan or policy or any other plan, program or policy of the Bank intended to benefit employees; or (vi) any reason, in the Executive’s sole discretion, following the occurrence of any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncuredControl.

Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place Termination of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, for “Good Reason” shall not exist if Executive mean termination within a Protection Period: (i) If there has not provided occurred a material reduction by the Company or a Subsidiary in the Executive’s base salary in effect immediately before the beginning of the Protection Period or as increased from time to time thereafter; (ii) If the Company or a Subsidiary, without the Executive’s written consent, has required the Executive to be relocated anywhere in excess of thirty-five (35) miles from his office location immediately before the beginning of the Protection Period, except for required travel on the business of the Company or a Subsidiary to an extent substantially consistent with the Executive’s business travel obligations immediately before the beginning of the Protection Period; (iii) If there has occurred a failure by the Company or a Subsidiary to maintain plans providing benefits substantially the same as those provided by any benefit or compensation plan, retirement or pension plan, stock option plan, life insurance plan, health and accident plan or disability plan in which the Board Executive is participating immediately before the beginning of the Protection Period, or if the Company or a Subsidiary has taken any action which would adversely affect the Executive’s participation in or materially reduce the Executive’s benefits under any of such plans or deprive the Executive of any material fringe benefit enjoyed by the Executive immediately before the beginning of the Protection Period, or if the Company or a Subsidiary has failed to provide the Executive with the number of paid vacation days to which he would be entitled in accordance with the applicable vacation policy of the Company or Subsidiary as in effect immediately before the beginning of the Protection Period; or (iv) If the Company or a Subsidiary has reduced in any manner which the Executive reasonably considers important the Executive’s title, job authorities or responsibilities immediately before the beginning of the Protection Period. The Executive shall exercise his right to terminate his employment for Good Reason by giving the Company a written notice of termination specifying in reasonable detail the circumstances constituting “such Good Reason” within thirty (30) days of the initial occurrence of the event. However, allowed the Company shall have thirty (30) days to cure “cure” such circumstances, and terminated that the circumstances constituting such Good Reason are eliminated. The Executive’s employment shall terminate at the end of such thirty (30)-day period only if the Company has failed to cure such circumstances constituting the Good Reason. A termination of employment by the Executive within a Protection Period shall be for Good Reason within ninety (90) days following the initial occurrence if one of the condition(s) occurrences specified in such noticethis subsection (d) shall have occurred (and subject to the cure provision of the immediately preceding paragraph), in notwithstanding that the event such condition(s) remained uncuredExecutive may have other reasons for terminating employment, including employment by another employer which the Executive desires to accept.

Good Reason. For purposes of this Agreement, “Employee may terminate his employment hereunder for Good Reason” means Reason upon the occurrence of any one of the following events without Executiveor conditions: (a) a change in Employee’s written consent: status, title, position or responsibilities (Aincluding reporting responsibilities) which, in Employee’s reasonable judgment, represents a substantial reduction of the status, title, position or responsibilities as in effect immediately prior thereto; the assignment to Employee of any duties or responsibilities which, in Employee’s reasonable judgment, are inconsistent with such status, title, position or responsibilities; or any removal of Employee from, or failure to reappoint or reelect him to, any of such positions (and Employee is not reappointed or reelected within thirty (30) days), except in connection with the termination of his employment for Cause, as a result of his disability or death, or by Employee other than for Good Reason; (b) a reduction in ExecutiveEmployee’s base salary, except when it is with ExecutiveRegular Salary below $1,200,000 per annum; (c) Employer’s requiring Employee (without the consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicableEmployee) to be based at any place outside a place that increases Executive’s onetwenty-way commute by more than fifty five (50 miles25) as compared to Executive’s then-current principal mile radius of his place of employment immediately prior to such relocation (excluding regular proposed relocation, except for reasonably required travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contraryon Employer’s business which is not materially greater than such travel requirements prior thereto, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such noticeor, in the event Employee consents to any relocation beyond such condition(s25-mile radius, the failure by Employer to pay (or reimburse Employee) remained uncuredfor all reasonable moving expenses incurred by him relating to a change of his principal residence in connection with such relocation and to indemnify Employee against any loss (defined as the difference between the actual sale price of such residence and the higher of (x) his aggregate investment in such residence or (y) the fair market value of such residence as determined by a real estate appraiser designated by Employee and reasonably satisfactory to Employer) realized on the sale of Employee’s principal residence in connection with any such change of residence; (d) any material breach by Employer of any provision of this Agreement; (e) any purported termination of Employee’s employment for Cause by Employer which does not otherwise comply with the terms of this Agreement; or (f) if Employer gives written notice to Employee in accordance with Section 2 of its intent not renew this Agreement.

Good Reason. For purposes of this AgreementGrant, “Good Reason” means the occurrence of shall mean any one or more of the following events without Executive’s written consentcircumstances: (A) a reduction in Executiveany of the Grantee’s compensation rights under the Employment Agreement, other than the agreed reduction in base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executivescommencing April 2020; (B) the failure to nominate the Grantee for reelection as a member of the Board, or the removal of him by the Company from the position of Chief Executive Officer or, as applicable, Executive Chairman; (C) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of ExecutiveGrantee’s duties within the Company that existed before the Change and responsibilities as in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company)effect immediately prior to such reduction; (D) the assignment to the Grantee of duties that are materially inconsistent with his position or duties or that materially impair the Grantee’s ability to function as Chief Executive Officer or, as applicable, Executive Chairman of the Company and any other position in which he is required to relocate Executivethen serving; (E) the relocation of the Grantee’s principal place of employment with the Company (or successor office to a location that is more than 50 miles from the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business)headquarters; or (EF) a material breach by the Company of any material provision of this the Employment Agreement or any other agreement between Executive and by the Company. Notwithstanding The sale or disposition of any one or more businesses of the foregoing Company, or any other provision of this Agreement transaction following which the Company’s (or its successor’s) common equity is not publicly traded on a nationally recognized securities exchange or through a national market quotation service, shall not be deemed a material reduction in the Grantee’s duties or responsibilities. A termination for Good Reason shall mean a termination by the Grantee effected by written notice given by the Grantee to the contraryCompany within ninety (90) days after the Grantee’s first having knowledge of the Good Reason event, “Good Reason” shall not exist if Executive has not provided unless the Company and the Board written notice of the circumstances constituting “Good Reason” shall, within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in after receiving such notice, take such action as is necessary to fully remedy such Good Reason event, in which case the Good Reason event such condition(s) remained uncuredshall be deemed to have not occurred. Notwithstanding the foregoing, the Grantee shall not be entitled to claim Good Reason if the Grantee and the Company mutually agree to transition the Grantee to the position of Executive Chairman or to a non-employee director or consultant role.

Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a change in Executive’s reporting relationship such that Executive no longer reports to the Board (provided, however, that such a change following a Change in Control shall not constitute Good Reason); (D) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (DE) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (EF) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncured.

Good Reason. For purposes of this AgreementAs provided in the Severance Benefit Plan, “Good Reason” means the occurrence of any one of the following events events, conditions or actions taken by the Company without Executive’s written Cause and without your consent: (Ai) a material reduction in Executive’s of your annual base salary, except when it which is a reduction of at least 10% of your base salary (other than (I) pursuant to a salary reduction program applicable generally to employees of the Company or its parent entity who are similarly situated to you and/or (II) following a Change in Control (as defined in the Severance Benefit Plan, to the extent necessary to make your salary commensurate with Executive’s consent those of other employees of the Company or part of an overall similar reduction for similarly-its parent entity who are similarly situated executiveswith you); or (Bii) a material reduction in Executive’s incentive compensation (providedthe your authority, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason)duties or responsibilities; (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control mere change of title alone shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control such a material reduction; or (yiii) Executive is given a position relocation of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s your principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s your one-way commute by more than fifty (50 miles50) miles as compared to Executive’s your then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or provided that if your principal place of employment is your personal residence, this clause (Eiii) a material breach by shall not apply. You acknowledge and agree that your principal place of employment is your personal residence and thus, clause (iii) shall not apply to you. In each case above applicable to you, in order for your resignation to be deemed to have been for Good Reason, you must first give the Company written notice of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement event(s) giving rise to the contrary, “Good Reason” shall not exist if Executive has not provided within fifteen (15) days after the first occurrence thereof; the Company and the Board written notice of the circumstances constituting “Good Reason” must fail to reasonably cure such event(s) within thirty (30) days after receipt of such notice (the initial occurrence of the event“Cure Period”), allowed the Company thirty and your resignation must be effective not later than fifteen (3015) days to cure after the expiration of such circumstancesCure Period. You acknowledge and agree that the change in your authorities, duties, and terminated Executive’s employment for responsibilities as set forth herein in this Section 2, including, but not limited to, your retirement from the Head of Sales role and your individual contributor role during the Transition Period, do not constitute Good Reason within ninety (90) days following for your resignation pursuant to the initial occurrence of the condition(s) specified in such noticeSeverance Benefit Plan. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ May 5, in the event such condition(s) remained uncured.2020

Good Reason. For The term "Good Reason" for purposes of this Agreement, “Good Reason” means the occurrence of ----------- Agreement shall (subject to (S) 1.11(e)) mean: (a) SunTrust or any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following SunTrust Affiliate after a Change in Control shall not constitute Good Reason if but before the end of Executive's Protection Period reduces Executive's base salary or opportunity to receive comparable incentive compensation or bonuses without Executive's express written consent; (xb) there is no demotion SunTrust or any SunTrust Affiliate after a Change in Control but before the end of Executive’s position or reduction of 's Protection Period reduces the scope of Executive’s duties within 's principal or primary duties, responsibilities or authority without Executive's express written consent; (c) SunTrust or any SunTrust Affiliate at any time after a Change in Control but before the Company end of Executive's Protection Period (without Executive's express written consent) transfers Executive's primary work site from Executive's primary work site on the date of such Change in Control or, if Executive subsequently consents in writing to such a transfer under this Agreement, from the primary work site which was the subject of such consent, to a new primary work site which is outside the "standard metropolitan statistical area" which then includes Executive's then current primary work site unless such new primary work site is closer to Executive's primary residence than Executive's then current primary work site; or (d) SunTrust or any SunTrust Affiliate after a Change in Control but before the end of Executive's Protection Period fails (without Executive's express written consent) to continue to provide to Executive health and welfare benefits, deferred compensation and retirement benefits, stock option and restricted stock grants that existed before are in the aggregate comparable to those provided to Executive immediately prior to the Change in Control Date; provided, however, (e) No such act or omission shall be treated as "Good Reason" under this Agreement unless (A) Executive delivers to the Compensation Committee a detailed, written statement of the basis for Executive's belief that such act or omission constitutes Good Reason, (B) Executive delivers such statement before the later of (1) the end of the ninety (90) day period which starts on the date there is an act or omission which forms the basis for Executive's belief that Good Reason exists or (y2) the end of the period mutually agreed upon for purposes of this (S) 1.11(e)(i)(B) in writing by Executive and the Chairman of the Compensation Committee, (C) Executive is given gives the Compensation Committee a position thirty (30) day period after the delivery of materially similar or greater overall scope such statement to cure the basis for such belief and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate actually submits Executive’s principal place of employment with the Company (or successor 's written resignation to the Company, if applicableCompensation Committee during the sixty (60) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place day period which begins immediately after the end of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days day period if Executive reasonably and in good faith determines that Good Reason continues to exist after the end of the initial occurrence of the event, allowed the Company such thirty (30) days day period, or (ii) SunTrust states in writing to cure Executive that Executive has the right to treat such circumstancesact or omission as Good Reason under this Agreement and Executive resigns during the sixty (60) day period which starts on the date such statement is actually delivered to Executive; (f) If (i) Executive gives the Compensation Committee the statement described in (S) 1.11(e)(i) before the end of the thirty (30) day period which immediately follows the end of the Protection Period and Executive thereafter resigns within the period described in (S) 1.11(e)(i) or (ii) SunTrust provides the statement to Executive described in (S) 1.11(e)(ii) before the end of the thirty (30) day period which immediately follows the end of the Protection Period and Executive thereafter resigns within the period described in (S) 1.11(e)(ii), and terminated then (iii) such resignation shall be treated under this Agreement as if made in Executive’s employment 's Protection Period; and (g) If Executive consents in writing to any reduction described in (S) 1.11(a) or (S) 1.11(b), to any transfer described in (S) 1.11(c) or to any failure described in (S) 1.11(d) in lieu of exercising Executive's right to resign for Good Reason within ninety and delivers such consent to SunTrust, the date such consent is delivered to SunTrust thereafter shall be treated under this definition as the date of a Change in Control for purposes of determining whether Executive subsequently has Good Reason under this Agreement to resign under (90S) days following the initial occurrence 3(a) or (S) 3(f) as a result of the condition(sany subsequent reduction described in (S) specified 1.11(a) or (S) 1.11(b), any subsequent transfer described in such notice, (S) 1.11(c) or any subsequent failure described in the event such condition(s(S) remained uncured1.11(d).

Good Reason. The Executive’s employment may be terminated during the portion of the Term commencing on the Effective Date by the Executive with or without Good Reason. For purposes of this Agreement, “Good Reason” means shall mean in the occurrence absence of any one a written consent of the following events without Executive’s written consent: (A) a reduction the assignment to the Executive of any duties inconsistent in any material respect with the Executive’s base salaryposition (including status, except when it is with Executive’s consent offices, titles and reporting requirements), authority, duties or part responsibilities as in effect as of an overall similar reduction for similarly-situated executives; the Effective Date, or any other action by the Firm which results in a material diminution in such position, authority, duties or responsibilities from the level in effect as of the Effective Date, (B) a material reduction in Executive’s incentive compensation (providedbreach by the Firm of the terms of this Agreement, for clarityincluding, that without limitation, any reduction in material failure by the actual amount Firm to comply with any of annual cash bonus paid to Executive shall not constitute Good Reason); the provisions of Section 3(c) of this Agreement, or (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, any requirement that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) be relocated to a place location that increases the Executive’s one-way commute from his primary residence by more than fifty 30 miles. In the event of a termination for Good Reason, the notice requirements of Sections 3(d)(iv) and (50 milesv) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Companyshall not apply. Notwithstanding the foregoing or any other provision of this Agreement to the contraryforegoing, “a termination for Good Reason” Reason shall not exist if have occurred unless (I) the Executive has not provided the Company and the Board gives written notice to Lazard of termination of employment within ninety (90) days after the Executive first becomes aware of the occurrence of the circumstances constituting “Good Reason” , specifying in reasonable detail the circumstances constituting Good Reason, and Lazard has failed within thirty (30) days after receipt of such notice to cure the circumstances constituting Good Reason, and (II) the Executive’s “separation from service” (within the meaning of Section 409A of the Code) occurs no later than two years following the initial existence of one or more of the circumstances giving rise to Good Reason. The failure by the Executive to set forth in the written notice any fact which contributes to a showing of Good Reason shall not waive any right of the Executive hereunder or preclude the Executive from asserting such fact in enforcing the Executive’s rights hereunder. For purposes of this Section 3(d)(iii), the “Date of Termination” shall be the earlier of (i) the last day of the cure period (assuming no cure has occurred) and (ii) the date Lazard formally notifies the Executive that it does not intend to cure, unless Lazard and the Executive agree to a later date, which shall in no event be later than 30 days following the first to occur of the dates set forth in clauses (i) and (ii) of this sentence. The Executive’s mental or physical incapacity following the occurrence of an event described above in clause (A) or (B) shall not affect the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s ability to terminate employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncuredReason.

Good Reason. For purposes of this Agreement, Termination by the Executive for “Good Reason” means shall mean the Executive’s termination of his or her employment after the occurrence (without the Executive’s express written consent) of any one of the following events without acts by the Corporation, or failures by the Corporation to act (subject to the Corporation’s ability to correct as set forth below): (a) the assignment to the Executive of any duties inconsistent with the Executive’s written consentstatus as a key executive officer of the Corporation or a substantial adverse alteration in the nature or status of the Executive’s responsibilities and position from those in effect immediately prior to the Change of Control, other than such alteration primarily attributable to the fact that the Corporation is no longer a public company; (b) a reduction by the Corporation of the Executive’s annual base salary by five percent or more as in effect immediately prior to the Change of Control, except for across-the-board salary reductions similarly affecting all key executives of the Corporation; (c) the Corporation’s requiring the Executive to be based at a location other than: (A) a reduction in the location of the Executive’s base salary, except when it is with Executive’s consent office as of the date of the Change of Control or part of an overall similar reduction for similarly-situated executivesanother location within 50 miles from that location; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount location of annual cash bonus paid to Executive shall not constitute Good Reason)the headquarters of the Corporation; or (C) a significant reduction in the location of the headquarters of one of its centers of operation; provided, that required travel on the Corporation’s business to an extent substantially consistent with the Executive’s responsibilities business travel obligations as of the date of the Change of Control shall not be considered Good Reason; (d) the failure of the Corporation to pay as soon as administratively feasible, after notice from the Executive, any portion of the Executive’s current compensation; (e) the failure of the Corporation to continue in effect any compensation plan in which the Executive participates immediately prior to the Change of Control which is material to the Executive’s total compensation, including but not limited to the Corporation’s stock option, incentive compensation, and bonus plans, or any substitute plans adopted prior to the Change of Control, unless an equitable arrangement (which is embodied in an ongoing substitute or alternative plan but which need not provide the Executive with equity-based incentives) has been made with respect to management of Company such plan, or the failure by the Corporation to continue the Executive’s participation therein (or in Executive’s authority such substitute or status within Company alternative plan) on a basis not materially less favorable than the benefits provided to other participants; (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (xf) there is no demotion in Executive’s position or reduction the failure by the Corporation to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the scope Corporation’s pension, life insurance, medical, health and accident, or disability plans in which the Executive was participating at the time of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within Control, the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach any action by the Company Corporation which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material provision of this Agreement or any other agreement between fringe benefit enjoyed by the Executive and at the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice time of the circumstances constituting “Good Reason” within thirty (30) Change of Control, or the failure by the Corporation to provide the Executive with the number of paid vacation days to which the Executive is entitled on the basis of years of service with the Corporation in accordance with the Corporation’s normal vacation policy in effect at the time of the initial occurrence Change of Control. The Executive’s right to terminate the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety shall not be affected by the Executive’s incapacity due to physical or mental illness. However, in order to terminate employment for Good Reason, (901) days following the initial occurrence Executive must give the Corporation a notice setting forth the circumstances of the condition(sact or failure to act alleged to constitute Good Reason within 30 days after the Executive first has actual notice of such act or failure, and stating that the Executive has determined that such act or failure constitutes “Good Reason” hereunder, (2) specified in the Corporation must fail to correct such act or failure within 30 days after it receives such notice from the Executive, and (3) the Executive must actually terminate his or her employment during the period of 30 days beginning 30 days after the Corporation receives such notice, in the event such condition(s) remained uncured.

Good Reason. For purposes of this AgreementIf you are a party to a Severance Agreement with the Company, “Good Reason” means Reason shall have the meaning set forth therein. If you are not a party to a Severance Agreement with the Company, Good Reason shall mean, without your express written consent, the occurrence of any one of after the following events without Executive’s written consent: (A) a reduction in Executive’s base salaryApproval Date, except when it is with Executive’s consent if applicable, or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position Date, of materially similar or greater overall scope and responsibility within any of the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required following circumstances, provided you give notice to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement your intent to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s terminate your employment for Good Reason within ninety 90 days after notice to you of such circumstances and such circumstances are not fully corrected by the Company within 30 days after your notice: 14.4.1 the assignment to you of any duties inconsistent with the position in the Company that you held immediately prior to the Approval Date, if applicable, or the date of the Change in Control Date (90the “Change in Control Date”), a significant adverse alteration in the nature or status of your responsibilities or the conditions of your employment from those in effect immediately prior to the Approval Date, if applicable, or the Change in Control Date, or any other action by the Company that results in a material diminution in your position, authority, title, duties or responsibilities; 14.4.2 the Company’s reduction of your annual base salary as in effect on the Approval Date, if applicable, or the Change in Control Date or as the same may be increased from time to time; 14.4.3 the relocation of the Company’s offices at which you are principally employed immediately prior to the Approval Date, if applicable, or the Change in Control Date (your “Principal Location”) to a location more than twenty-five (25) miles from such location or the Company’s requiring you, without your written consent, to be based anywhere other than your Principal Location, except for required travel on the Company’s business to an extent substantially consistent with your present business travel obligations; 14.4.4 the Company’s failure to pay to you any portion of your current compensation or to pay to you any portion of an installment of deferred compensation under any deferred compensation program of the Company within seven (7) days following the initial occurrence of the condition(sdate such compensation is due; 14.4.5 the Company’s failure to continue in effect any material compensation or benefit plan or practice in which you are eligible to participate in on the Approval Date, if applicable, or the Change in Control Date (other than any equity based plan), unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) specified has been made with respect to such plan, or the Company’s failure to continue your participation therein (or in such noticesubstitute or alternative plan) on a basis not materially less favorable, both in terms of the event such condition(s) remained uncuredamount of benefits provided and the level of your participation relative to other participants, as existed at the time of the Approval Date, if applicable, or the Change in Control Date; or 14.4.6 the Company’s failure to provide you with the number of paid vacation days to which you are entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect on the Approval Date, if applicable, or the Change in Control Date.

Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any shall mean one or more of the following events occurring without Executive’s your written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (Bi) a material reduction of your primary job duties or level of responsibility (collectively, “Duties”) relative to your duties that were in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid effect immediately prior to Executive shall not constitute Good Reason)such reduction; (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that for purposes of this clause, a material reduction in Executive’s responsibilities or authority following a Change in Control shall your Duties will not constitute Good Reason if be deemed to occur if: (xA) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before is acquired and made a division or business unit of a larger entity, and following the consummation of the Change in Control Control, your retain substantially similar Duties for such division or business unit of the acquiring corporation, but not for the entire acquiring corporation; (B) solely because of a change in title; or (yC) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy solely because of a smaller companychange in your position on the Company’s Board of Directors (the “Board”) or your removal from the Board; (ii) a ten percent (10%) reduction in then-current annual base salary (other than an across-the-board salary reduction for all similarly situated executives); or (Diii) Executive is required to relocate Executive’s relocation of your principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s your one-way commute by more than fifty (50 miles50) miles as compared to Executive’s then-your then current principal place of employment immediately prior to such relocation relocation. With respect to each of subsection (excluding regular travel in the ordinary course of businessi); or , (Eii), and (iii) a material breach by above, you must provide notice to the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement condition giving rise to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence existence of the eventsuch condition, allowed and the Company will have thirty (30) days following such notice to cure remedy such circumstances, and terminated Executive’s condition. You must resign your employment for Good Reason within ninety no later than fifteen (9015) days following the initial occurrence expiration of the condition(sCompany’s thirty (30) specified day cure period or written receipt from the Company of its intent not to cure. Except as expressly modified herein, the Offer Letter Agreement shall remain in such noticefull force and effect. This modification agreement, together with the Offer Letter Agreement, constitutes the complete and exclusive statement of your agreement with the Company regarding the terms of your employment with Fastly. It supersedes any other agreements or promises made to you by any party, whether oral or written, and it cannot be amended or modified (except with respect to those changes expressly reserved to the Company’s discretion in this letter), without a written modification signed by you and a duly authorized officer of the Company. Please sign and date this letter and return it to us if you wish to accept continued employment under the terms described above. Sincerely, /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ On behalf of the Board of Directors Exhibit A – Offer Letter Agreement dated May 3, 2019 and its Exhibits Understood and Accepted: Date: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ February 19, 2020 Fastly, Inc. (the “Company”) has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). The Option is subject to all of the terms and conditions as set forth in this Stock Option Grant Notice (this “Grant Notice”) and in the Stock Option Agreement and the Notice of Exercise, both of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined in this Grant Notice but defined in the Stock Option Agreement shall have the meanings set forth in the Stock Option Agreement. In the event that the Company’s stockholders do not approve the Option at the Company’s 2023 Annual Meeting of Stockholders (“Stockholder Approval”), the Option will immediately terminate and have no further force or effect as of the closing of the polls at such condition(s) remained uncured.meeting. Notwithstanding anything in the provisions governing the Option to the contrary, no portion of the Option shall vest or become exercisable unless Stockholder Approval occurs. Optionholder: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Date of Grant: April 12, 2023 Number of Shares of Common Stock Subject to Option: 2,296,000 Exercise Price (Per Share): $16.41 Total Exercise Price: $37,677,360 Expiration Date: April 11, 2033

Good Reason. For purposes of this Agreement, “Good Reason” means Executive’s resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of any one or more of the following events following, without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (Bi) a material reduction in Executive’s incentive compensation (providedBase Salary which reduction is not applicable to a majority of the Company’s senior management, for clarity, provided that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant material reduction in Executive’s responsibilities Base Salary for which there is a substitution with respect compensation and benefits that, in the aggregate, are substantially equivalent in value to management of Company or the reduction in Executive’s authority Base Salary, will not constitute “Good Reason”; (ii) except as provided in Section 1(a) of this Agreement, a material reduction of Executive’s authority, duties or status within Company (responsibilities, unless Executive is provided with a comparable position; provided, however, that a reduction in Executive’s authority, duties, or responsibilities primarily by virtue of the Company being acquired and made part of a larger entity whether as a subsidiary, business unit or authority otherwise (as, for example, when the Chief Executive Officer of the Company remains as such following an acquisition where the Company becomes a Change in Control shall wholly owned subsidiary of the acquirer, but is not made the Chief Executive Officer of the acquiring corporation) will not constitute “Good Reason if Reason”; or (xiii) there is no demotion a material change in Executive’s position or reduction of the scope geographic location of Executive’s duties within the Company that existed before the Change in Control primary work facility or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration location; provided, that a nominally lower hierarchical role in a larger company may involve similar relocation of fifty (50) miles or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate less from Executive’s principal place of then present location or to Executive’s home as his primary work location will not be considered a material change in geographic location. In order for an event to qualify as Good Reason, Executive must not terminate employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by without first providing the Company with written notice of any material provision of this Agreement the acts or any other agreement between Executive and omissions constituting the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, grounds for “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than thirty (30) days following the initial occurrence date of the condition(s) specified in such notice, in and such grounds must not have been cured during such time. Any resignation for Good Reason must occur within two (2) years of the event such condition(s) remained uncuredinitial existence of the acts or omissions constituting the grounds for “Good Reason”.

Good Reason. For purposes of this Agreement, “The Executive may resign for "Good Reason” means the occurrence of any one of the " if he resigns from his employment hereunder following events without Executive’s written consent: a Substantial Breach (Aas hereinafter defined) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive and such Substantial Breach shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach have been corrected by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of receipt by the initial Company of written notice from the Executive of the occurrence of such Substantial Breach, which notice shall specifically set forth the event, allowed nature of the Substantial Breach which is the reason for such resignation. The term "Substantial Breach" means (i) such actions taken by the Company or its Members which prevent the Executive from performing his responsibilities hereunder; PROVIDED, HOWEVER, that the Members' exercise of its right to approve or not approve any transaction shall not be deemed to be an action which would prevent the Executive from performing his responsibilities hereunder; (ii) the failure by the Company to pay to the Executive the Salary and Bonus, if any, in accordance with Sections 3(a) and 3(b) hereof; (iii) the failure by the Company to allow the Executive to participate in the Company's employee benefit plans generally available from time to time to senior executives of the Company; (iv) a material diminution in the Executive's responsibilities or authority or a requirement to relocate that is not in accordance with the provisions of Section 1 hereof; or (v) the failure of any successor to all or substantially all of the business and/or assets of the Company to assume this Agreement; PROVIDED, HOWEVER, that the term "Substantial Breach" shall not include a termination of the Executive's employment hereunder pursuant to Sections 6(b) or (c) hereof. The date of termination of the Executive's employment under this Section 6(d) shall be the effective date of any resignation specified in writing by the Executive, which shall not be less than thirty (30) days after receipt by the Company of written notice of such resignation, provided that such resignation shall not be effective pursuant to cure this Section 6(d) and the Substantial Breach shall be deemed to have been cured if such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following Substantial Breach is corrected by the initial occurrence of the condition(s) specified in Company during such notice, in the event such condition(s) remained uncured30-day period.

Good Reason. For The term "Good Reason" for purposes of this Agreement, “Good Reason” means the occurrence of Agreement shall (subject to § 1.10(e)) mean: (a) SunTrust or any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following SunTrust Affiliate after a Change in Control shall not constitute Good Reason if but before the end of Executive's Protection Period reduces Executive's base salary or opportunity to receive comparable incentive compensation or bonuses without Executive's express written consent; (xb) there is no demotion SunTrust or any SunTrust Affiliate after a Change in Control but before the end of Executive’s position or reduction of 's Protection Period reduces the scope of Executive’s duties within 's principal or primary duties, responsibilities or authority without Executive's express written consent; (c) SunTrust or any SunTrust Affiliate at any time after a Change in Control but before the Company end of Executive's Protection Period (without Executive's express written consent) transfers Executive's primary work site from Executive's primary work site on the date of such Change in Control or, if Executive subsequently consents in writing to such a transfer under this Agreement, from the primary work site which was the subject of such consent, to a new primary work site which is outside the "standard metropolitan statistical area" which then includes Executive's then current primary work site unless such new primary work site is closer to Executive's primary residence than Executive's then current primary work site; or (d) SunTrust or any SunTrust Affiliate after a Change in Control but before the end of Executive's Protection Period fails (without Executive's express written consent) to continue to provide to Executive health and welfare benefits, deferred compensation and retirement benefits, stock option and restricted stock grants that existed before are in the aggregate comparable to those provided to Executive immediately prior to the Change in Control Control; provided, however, (e) No such act or omission shall be treated as "Good Reason" under this Agreement unless (i) (A) Executive delivers to the Compensation Committee a detailed, written statement of the basis for Executive's belief that such act or omission constitutes Good Reason, (B) Executive delivers such statement before the later of (1) the end of the ninety (90) day period which starts on the date there is an act or omission which forms the basis for Executive's belief that Good Reason exists or (y2) the end of the period mutually agreed upon for purposes of this § 1.10(e)(i)(B) in writing by Executive and the Chairman of the Compensation Committee, (C) Executive is given gives the Compensation Committee a position thirty (30) day period after the delivery of materially similar or greater overall scope such statement to cure the basis for such belief and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate actually submits Executive’s principal place of employment with the Company (or successor 's written resignation to the Company, if applicableCompensation Committee during the sixty (60) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place day period which begins immediately after the end of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days day period if Executive reasonably and in good faith determines that Good Reason continues to exist after the end of the initial occurrence of the event, allowed the Company such thirty (30) days day period, or (ii) SunTrust states in writing to cure Executive that Executive has the right to treat such circumstancesact or omission as Good Reason under this Agreement and Executive resigns during the sixty (60) day period which starts on the date such statement is actually delivered to Executive; (f) If (i) Executive gives the Compensation Committee the statement described in § 1.10(e)(i) before the end of the thirty (30) day period which immediately follows the end of the Protection Period and Executive thereafter resigns within the period described in § 1.10(e)(i) or (ii) SunTrust provides the statement to Executive described in § 1.10(e)(ii) before the end of the thirty (30) day period which immediately follows the end of the Protection Period and Executive thereafter resigns within the period described in § 1.10(e)(ii), and terminated then (iii) such resignation shall be treated under this Agreement as if made in Executive’s employment 's Protection Period; and (g) If Executive consents in writing to any reduction described in § 1.10(a) or § 1.10(b), to any transfer described in § 1.10(c) or to any failure described in § 1.10(d) in lieu of exercising Executive's right to resign for Good Reason within ninety (90and delivers such consent to SunTrust, the date such consent is delivered to SunTrust thereafter shall be treated under this definition as the date of a Change in Control for purposes of determining whether Executive subsequently has Good Reason under this Agreement to resign under § 3(a) days following the initial occurrence or § 3(f) as a result of the condition(sany subsequent reduction described in § 1.10(a) specified or § 1.10(b), any subsequent transfer described in such notice, § 1.10(c) or any subsequent failure described in the event such condition(s) remained uncured§ 1.10(d).

Good Reason. For purposes of this AgreementAt any time other than during the Change in Control Protection Period, “Good Reason” means the occurrence of any one of the following events without the Executive’s written consent; provided however, that any resignation by the Executive due to any of the following conditions shall only be deemed for Good Reason if: (Ai) the Executive gives the Company written notice of the intent to terminate for Good Reason within 90 days following the first occurrence of the condition(s) that the Executive believes constitutes Good Reason, which notice shall describe such condition(s); (ii) the Company fails to remedy, if remediable, such condition(s) within 30 days following receipt of the written notice (the “Cure Period”) of such condition(s) from the Executive; and (iii) Executive actually resigns his employment within the first 15 days after expiration of the Cure Period: (a) a material breach of this Agreement by the Company; (b) a material reduction in by the Company of the Executive’s base salary, except when it is with Executive’s consent Base Salary as initially set forth herein or part of an overall similar reduction for similarly-situated executivesas the same may be increased from time to time; (Bc) a material reduction in the Executive’s incentive compensation authority, duties or responsibilities; or (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (Cd) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company relocates the facility that existed before is the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment business with the Company (or successor to the Company, if applicable) to a place location that increases requires an increase in the Executive’s one-way commute driving distance by more than fifty (50 35 miles) as compared to Executive’s then-current principal place . For purposes of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by foregoing Good Reason definition, the Company of any material provision of this Agreement or any other agreement between will have the opportunity to remedy the Good Reason condition only the first time that the Executive provides notice that Good Reason exists. During the Change in Control Protection Period, and notwithstanding the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contraryforegoing, “Good Reason” shall not exist if means the occurrence of one of the following without Executive’s express, written consent: (I) a significant reduction of Executive’s duties, position or responsibilities (including, without limitation, any negative change in reporting hierarchy involving the Executive has not provided or the person to whom Executive directly reports), or Executive’s removal from such position and responsibilities; (II) a reduction by the Company and in Executive’s (A) Base Salary or target annual bonus as in effect immediately prior to such reduction, or (B) a change to the Board written notice timing associated with long-term incentive awards or a reduction in the annual grant date fair value of such awards relative to the circumstances constituting “Good Reason” within thirty highest fair value award granted to Executive during the three (303)-year period prior to a Change in Control; (III) days of the initial occurrence of the event, allowed a material reduction by the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncured.kind or aggregate level

Good Reason. For the purposes of this Agreement, “Good Reason” means Executive’s resignation within two (2) years following the expiration of any Company cure period (discussed below) following the occurrence of any one or more of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (Bi) a material reduction of Executive’s Base Salary (for purposes of this Agreement, the reduction of Base Salary by less than 10% from Executive’s then present Base Salary shall not be considered a material reduction), provided that an across-the-board reduction in the salary level of all other senior executives by the same percentage amount as part of a general salary level reduction shall not constitute such a material reduction; (ii) the assignment to Executive of any duties, or the reduction of Executive’s duties, either of which results in a material diminution in Executive’s incentive compensation (providedauthority, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s duties or responsibilities with respect the Company in effect immediately prior to management such assignment or reduction, or the removal of Company Executive from such position and responsibilities, unless Executive is provided with comparable authority, duties or responsibilities; provided that, neither a mere change in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority title alone nor reassignment following a Change in of Control shall not constitute Good Reason if (x) there to a position that is no demotion in Executive’s substantially similar to the position or reduction of the scope of Executive’s duties within the Company that existed before held prior to the Change of Control in Control terms of job duties, responsibilities and requirements shall constitute a material reduction in job responsibilities; or (yiii) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role material change in the hierarchy geographic location at which Executive must perform services (for purposes of a smaller company); (D) this Agreement, the relocation of Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more facility or a location less than fifty (50 miles50) as compared to miles from Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) present location shall not be considered a material breach by the Company of any material provision of this Agreement or any other agreement between change in geographic location). Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, will not resign for “Good Reason” shall not exist if Executive has not provided without first providing the Company and the Board with written notice of the circumstances acts or omissions constituting the grounds for “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than thirty (30) days following the initial occurrence date of the condition(s) specified in such notice, in the event such condition(s) remained uncured.

Good Reason. For Termination of employment by the Executive for Good Reason shall be deemed to have occurred only if the Executive terminates his employment and provides a Notice of Termination to the Company prior to such date for any of the following reasons: (i) without Executive’s express written consent, a material change in the duties assigned to Executive, except in connection with the termination of his employment as a result of Executive’s death or by the Company for Disability or Cause or by Executive other than for Good Reason; (ii) a reduction by the Company in the Executive’s then current base salary; (iii) failure by the Company to substantially maintain Executive’s participation in the Company’s benefit plans; provided that the Company may eliminate Executive’s participation in such plans if participation ceases for similarly situated senior executives and further provided that the Company may make adjustments to Executive’s level of benefits under such plans. Such benefit plans shall include, but not be limited to, the provisions for incentive compensation under the Annual Executive Incentive Compensation Plan of the Company and the Company’s Retirement Plan, the Supplemental Retirement Plan (the “Supplemental Plan”), the Acushnet Company Retirement Savings Plan (including the related Company matching contributions), the Long-Term Incentive Plan and the Equity Appreciation Rights Plan (the “EAR Plan”); (iv) the relocation of the Company’s principal executive offices to a location more than 35 miles from its location on the date of this Agreement or the Company requiring the Executive to relocate to any office other than the Company’s principal executive offices, except for required travel on the Company’s business; (v) any reduction in the number of vacation days provided to the Executive, unless such reduction is applicable to officers of the Company generally; (vi) any failure of the Company to comply with and satisfy Section 7; (vii) any purported termination of the Executive’s employment by the Company which is not effected pursuant to a Notice of Termination and for purposes of this Agreement, “Good Reason” means the occurrence of any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executivesno such purported termination shall be effective; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities termination of employment by the Executive under clauses (ii) or authority following a Change in Control (iii) above shall not constitute be deemed to have occurred for Good Reason if (x) there the reason for the compensation reduction or failure of benefit plan coverage thereunder is no demotion due to a change in Executive’s position or reduction the individual elements of aggregate compensation, which change is applicable to officers of the scope of Executive’s duties within Company generally, without a material reduction in aggregate compensation; provided, further, that the Executive must provide written notice to the Company that existed before of the Change existence of Good Reason no later than 90 days after its initial existence, the Company shall have a period of 30 days following its receipt of such written notice during which it may remedy in Control or (y) all material respects the Good Reason condition identified in such written notice and the Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of must terminate employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more no later than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days 2 years following the initial occurrence existence of the condition(s) specified Good Reason condition identified in such written notice, in the event such condition(s) remained uncured.

Good Reason. For purposes of this Agreement, “Good Reason” means Executive’s termination of his or her employment with the Company within thirty (30) days following the expiration of any cure period (discussed below) following the occurrence of any one or more of the following events following, without Executive’s express written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (Bi) a material reduction in of Executive’s incentive compensation (providedduties, for clarityauthority, that any reduction or responsibilities, relative to Employee’s duties, authority, or responsibilities as in the actual amount of annual cash bonus paid effect immediately prior to Executive shall not constitute Good Reason)such reduction; (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executiveduties, authority, or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (for example, where Executive retains essentially the same responsibility and duties of the subsidiary, business unit or division substantially containing the Company’s responsibilities or authority business following a Change in Control Control) shall not constitute “Good Reason if Reason”; (xii) there is no demotion a material reduction by the Company in Executive’s position or annualized base pay as in effect immediately prior to such reduction (in other words, a reduction of the scope more than ten percent (10%) of Executive’s duties within the Company that existed before the Change annualized base compensation in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility any one year, other than a nominally higher role in the hierarchy of reduction applicable to executives generally that does not adversely affect Executive to a smaller companygreater extent than other similarly situated executives); (Diii) Executive is required to relocate the relocation of Executive’s principal place of employment with performing his or her duties as an employee of the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 50) miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (Eiv) a material breach by the failure of the Company of any material provision to obtain the assumption of this Agreement by a successor. In order for an event to qualify as Good Reason, Executive must not terminate employment with the Company without first providing the Company with written notice of the acts or any other agreement between Executive and omissions constituting the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, grounds for “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than thirty (30) days following the initial occurrence date of the condition(s) specified in such notice. To the extent Executive’s primary work location is not the Company’s corporate offices due to a shelter-in-place order, quarantine order, or similar work-from-home requirement that applies to Executive, Executive’s primary office location, from which a change in location under the event foregoing clause (iii) will be measured, will be considered the Company’s office location where Executive’s employment with the Company primarily was based immediately prior to the commencement of such condition(s) remained uncuredshelter-in-place order, quarantine order, or similar work-from-home requirement.

Good Reason. The Executive may terminate his employment for “Good Reason.” For purposes of this Agreement, “Good Reason” means Reason shall mean the occurrence of any one of the events or conditions described in this Section 10(c) (provided that the Executive notifies the Company in writing of such event within ten (10) business days following events without the occurrence thereof): (i) the nature of Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent duties or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within responsibilities as provided in Section 2(a) above is materially modified by the Company that existed before the Change without Executive’s written consent where such material modification constitutes a demotion of Executive or a substantial reduction in Control or Executive’s responsibilities; (yii) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role reduction in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place Base Salary as provided in Section 3 or a reduction of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty target Annual Bonus opportunity as provided in Section 4; (50 milesiii) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a any material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive that has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” been cured within thirty (30) days following receipt by the Company of written notice thereof from the Executive specifically identifying such material breach; (iv) in connection with any Change in Control, (A) the purchaser does not assume the severance provisions set forth in Section 11 (including corresponding definitions) (or substitute substantially identical severance provisions) with respect to the Executive and (B) the Executive does not accept employment with such purchaser in connection with the Change in Control; (v) the Company requires the Executive’s principal business office to be at any office located more than twenty five (25) miles from the office where the Executive is currently based without the Executive’s consent; or (vi) failure of the initial occurrence of Executive to be nominated for election to the eventBoard or to report directly to the Board as provided in Section 2(b) or a reduction in the Executive’s title as provided in Section 2(a) without the Executive’s consent. Notwithstanding the foregoing, allowed Good Reason shall not include an event or condition unless (A) the Executive provides the Company with at least thirty (30) days days’ prior written notice of his intent to cure resign for Good Reason, (B) the Company has not remedied the alleged event or condition within such circumstances, thirty (30)-day period and terminated (C) the Termination Date occurs no later than two (2) years following the occurrence of such event or condition. The Executive’s right to terminate his employment for Good Reason within ninety (90pursuant to this Section 10(c) days following shall not be affected by his incapacity due to the initial occurrence of the condition(s) specified in Executive’s Disability if such notice, in Disability occurs after the event such condition(s) remained uncuredor condition giving rise to Executive’s right to terminate his employment pursuant to this Section 10(c).

Good Reason. In the event that the Employee terminates his employment with HMC for Good Reason (as defined below), the Employee shall be entitled to receive the Termination Payments set forth in Section 12(d) below. For purposes of this Agreement, “Good Reason” means for termination shall mean the occurrence of any one of the following events without Executive’s written consentfollowing: (Ai) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount Employee’s Base Salary; (ii) any change made by HMC in the Employee’s title or position with HMC such that he ceases to be the Chief Accounting Officer of annual cash bonus paid HMC or that otherwise materially reduces his authority over the internal accounting departments of HMC and each of its consolidated subsidiaries, including the appointment of a Supervisor of Employee (other than the Chief Executive Officer, President or Chief Operating Officer of HMC) that serves as a financial officer of HMC, unless such appointment is required by applicable law or regulation; or (iii) any other material breach by HMC of its obligations under this Agreement that is not corrected within sixty (60) days following the Employee’s written notice thereof to Executive HMC. Notwithstanding the foregoing, the Employee’s termination of employment with HMC shall not constitute be considered for Good Reason if (A) the Employee shall have consented in writing to the occurrence of the event giving rise to the claim of termination for Good Reason, (B) unless the Employee shall have delivered a written notice to any Supervisor within sixty (60) days of his having actual knowledge of the occurrence of one of such events stating that he intends to terminate his employment for Good Reason and specifying the factual basis for such termination (a “Resignation Notice”), and such event shall not have been cured within sixty (60) days of the receipt of such Resignation Notice. In addition to the foregoing, in the event Employee terminates his employment with HMC for Good Reason pursuant to Section 12(c)(ii) above, Employee agrees that such termination of employment shall not become effective until six (6) months after the delivery of a Resignation Notice; (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction HMC may determine that such termination be effective on any date prior to the expiration of the scope of Executive’s duties within the Company that existed before the Change in Control or required six (y6) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy month notice period, including, but not limited to, immediately upon receipt of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncuredResignation Notice.

Good Reason. For purposes of this Agreement, Agreement the following will constitute “Good Reason” means for Executive to terminate his/her employment with the Company. For the avoidance of doubt, Executive shall not be considered to have terminated his/her employment for Good Reason unless Executive has (A) reasonably determined in good faith that a Good Reason condition has occurred; (B) not consented to the occurrence that s/he alleges constitutes Good Reason; (C) given the Company written Notice of any one Termination for Good Reason not more than sixty (60) days after the initial existence of the alleged condition giving rise to Good Reason; (D) given the Company at least thirty (30) days after receipt of such notice to cure the alleged deficiency; and (E) terminated his/her employment within sixty (60) days following the Company’s receipt of such notice. (i) a material reduction in the nature or status of Executive’s responsibilities, authority, position or duties (unless arising directly or indirectly in connection with a documented and significant performance issue in Executive’s then-current position, as determined by the Compensation Committee in its sole and reasonable discretion). Notwithstanding the foregoing, neither of the following events without Executive’s written consentshall constitute Good Reason: (A) a reduction in reassignment of Executive to a position within the Company of substantially equivalent level or status with respect to Executive’s base salaryresponsibilities and duties existing immediately prior to such reassignment, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a change in reporting structure; (ii) a material reduction in Executive’s incentive compensation (provided, for clarity, that any adverse reduction in the actual amount of annual aggregate cash bonus paid compensation provided to Executive or failure by the Company to pay such compensation, except where such reduction occurs contemporaneously with the implementation of a firm-wide cost-reduction program affecting comparable executives (a “Reduction Program”); (iii) the failure by the Company to continue in effect any incentive compensation plan in which Executive participates, unless an equitable alternative compensation arrangement has been provided, except that to the extent that participation in such plans has been reduced or eliminated for all other eligible executives, in which case the failure to continue Executive in any such plan shall not constitute Good Reason); or (Civ) establishment of the Company’s primary operations in any place beyond a significant reduction in Executive’s responsibilities with respect to management fifty (50) mile radius of Company or in Executive’s authority or status within Company (Cambridge, Massachusetts; provided, howeverthat Executive primarily provides services in Cambridge at the time of such establishment. In all respects, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute the definition of Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required shall be interpreted to relocate Executive’s principal place of employment comply with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstancesCode Section 409A, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such noticeany successor statute, in the event such condition(s) remained uncuredregulation and guidance thereto.

Good Reason. For purposes of this Agreement, The term “Good Reason” means the occurrence for purposes of this Agreement shall (subject to § 1.11(e)) mean: (a) SunTrust or any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following SunTrust Affiliate after a Change in Control shall not constitute Good Reason if (x) there is no demotion in but before the end of Executive’s position Protection Period reduces Executive’s base salary or reduction opportunity to receive comparable incentive compensation or bonuses without Executive’s express written consent; (b) SunTrust or any SunTrust Affiliate after a Change in Control but before the end of Executive’s Protection Period reduces the scope of Executive’s duties within principal or primary duties, responsibilities or authority without Executive’s express written consent; (c) SunTrust or any SunTrust Affiliate at any time after a Change in Control but before the Company end of Executive’s Protection Period (without Executive’s express written consent) transfers Executive’s primary work site from Executive’s primary work site on the date of such Change in Control or, if Executive subsequently consents in writing to such a transfer under this Agreement, from the primary work site which was the subject of such consent, to a new primary work site which is outside the “standard metropolitan statistical area” which then includes Executive’s then current primary work site unless such new primary work site is closer to Executive’s primary residence than Executive’s then current primary work site; or (d) SunTrust or any SunTrust Affiliate after a Change in Control but before the end of Executive’s Protection Period fails (without Executive’s express written consent) to continue to provide to Executive health and welfare benefits, deferred compensation and retirement benefits, stock option and restricted stock grants that existed before are in the aggregate comparable to those provided to Executive immediately prior to the Change in Control Date; provided, however, (e) No such act or omission shall be treated as “Good Reason” under this Agreement unless (A) Executive delivers to the Compensation Committee a detailed, written statement of the basis for Executive’s belief that such act or omission constitutes Good Reason, (B) Executive delivers such statement before the later of (1) the end of the ninety (90) day period which starts on the date there is an act or omission which forms the basis for Executive’s belief that Good Reason exists or (y2) the end of the period mutually agreed upon for purposes of this § 1.11(e)(i)(B) in writing by Executive and the Chairman of the Compensation Committee, (C) Executive is given gives the Compensation Committee a position thirty (30) day period after the delivery of materially similar or greater overall scope such statement to cure the basis for such belief and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate actually submits Executive’s principal place of employment with the Company (or successor written resignation to the Company, if applicableCompensation Committee during the sixty (60) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place day period which begins immediately after the end of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days day period if Executive reasonably and in good faith determines that Good Reason continues to exist after the end of the initial occurrence of the event, allowed the Company such thirty (30) days day period, or (ii) SunTrust states in writing to cure Executive that Executive has the right to treat such circumstancesact or omission as Good Reason under this Agreement and Executive resigns during the sixty (60) day period which starts on the date such statement is actually delivered to Executive; (f) If (i) Executive gives the Compensation Committee the statement described in § 1.11(e)(i) before the end of the thirty (30) day period which immediately follows the end of the Protection Period and Executive thereafter resigns within the period described in § 1.11(e)(i) or (ii) SunTrust provides the statement to Executive described in § 1.11(e)(ii) before the end of the thirty (30) day period which immediately follows the end of the Protection Period and Executive thereafter resigns within the period described in § 1.11(e)(ii), and terminated then (iii) such resignation shall be treated under this Agreement as if made in Executive’s employment Protection Period; and (g) If Executive consents in writing to any reduction described in § 1.11(a) or § 1.11(b), to any transfer described in § 1.11(c) or to any failure described in § 1.11(d) in lieu of exercising Executive’s right to resign for Good Reason within ninety (90and delivers such consent to SunTrust, the date such consent is delivered to SunTrust thereafter shall be treated under this definition as the date of a Change in Control for purposes of determining whether Executive subsequently has Good Reason under this Agreement to resign under § 3(a) days following the initial occurrence or § 3(f) as a result of the condition(sany subsequent reduction described in § 1.11(a) specified or § 1.11(b), any subsequent transfer described in such notice, § 1.11(c) or any subsequent failure described in the event such condition(s) remained uncured§ 1.11(d).

Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any one of the following events means, (i) without Executive’s written consent: (A) , a material reduction of Executive’s duties, authority or responsibilities or change in Executive’s base salary, except when it is with title or reporting relative to Executive’s consent duties, authority, responsibilities title or part of an overall similar reduction for similarly-situated executivesreporting as in effect immediately prior to such reduction; (B) a material reduction in Executive’s incentive compensation (provided, for clarityhowever, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction Executive’s duties, authority or responsibilities or change in Executive’s responsibilities with respect to management title or reporting resulting solely from the Company being acquired by and made a part of Company or in Executive’s authority or status within Company a larger entity (providedas, howeverfor example, that when a reduction in Executive’s responsibilities or authority chief executive officer becomes an employee of the acquiring corporation following a Change in Control but is not the chief executive officer of the acquiring corporation) shall not constitute a Good Reason if Reason; (xii) there is no demotion in without Executive’s position or consent, a reduction of at least 10% in the scope total annual target cash compensation (base salary plus the target bonus amount (i.e., the total bonus that could be earned and not the bonus actually paid) of Executive as in effect immediately prior to such reduction, unless such reduction is part of a reduction in expenses generally affecting senior executives of the Company; (iii) without Executive’s duties within consent, a material reduction by the Company in the kind or level of employee benefits to which Executive was entitled immediately prior to such reduction, with the result that existed before Executive’s overall benefits package is materially reduced, unless such reduction is part of a reduction in benefits generally affecting senior executives of the Change in Control Company or (yiv) Executive the Company’s material breach of the Agreement, which breach is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role not remedied in a larger company may involve similar or greater scope and responsibility than a nominally higher role in reasonable period of time (not to exceed thirty (30) days) after receipt of written notice from Executive. Notwithstanding the hierarchy of a smaller company); (D) foregoing, if Executive is required to relocate Executive’s principal place of terminates employment with the Company (or successor to for Good Reason, but the Company, if applicable) to a place Company discovers after such termination that increases Executive’s one-way commute by more than fifty (50 miles) as compared conduct during the Employment Term would have entitled the Company to terminate Executive for Cause, then Executive’s then-current principal place of employment immediately prior termination shall be for Cause and not for Good Reason and Executive shall remit all amounts paid to such relocation Executive for termination for Good Reason (excluding regular travel in the ordinary course of business); or (E) a material breach other than those amounts that would have been payable by the Company to Executive for termination for Cause). Nonrenewal of any material provision of this the Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided by the Company and at the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days end of the initial occurrence three-year term or a renewal term shall not constitute a termination of Executive by the Company without Cause at the expiration of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for term or Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncuredand shall not trigger severance payments under Section 8.

Good Reason. For Termination of employment by the Executive for “Good Reason” shall mean termination within a Protection Period: (i) If there has occurred a material reduction by the Company or a Subsidiary in the Executive’s base salary in effect immediately before the beginning of the Protection Period or as increased from time to time thereafter; (ii) If the Company or a Subsidiary, without the Executive’s written consent, has required the Executive to be relocated anywhere in excess of thirty-five (35) miles from his/her office location immediately before the beginning of the Protection Period, except for required travel on the business of the Company or a Subsidiary to an extent substantially consistent with the Executive’s business travel obligations immediately before the beginning of the Protection Period; (iii) If there has occurred a failure by the Company or a Subsidiary to maintain plans providing benefits substantially the same as those provided by any benefit or compensation plan, retirement or pension plan, stock option plan, life insurance plan, health and accident plan or disability plan in which the Executive is participating immediately before the beginning of the Protection Period, or if the Company or a Subsidiary has taken any action which would adversely affect the Executive’s participation in or materially reduce the Executive’s benefits under any of such plans or deprive the Executive of any material fringe benefit enjoyed by the Executive immediately before the beginning of the Protection Period, or if the Company or a Subsidiary has failed to provide the Executive with the number of paid vacation days to which he would be entitled in accordance with the applicable vacation policy of the Company or Subsidiary as in effect immediately before the beginning of the Protection Period; (iv) If the Company or a Subsidiary has reduced in any manner which the Executive reasonably considers important the Executive’s title, job authorities or responsibilities immediately before the beginning of the Protection Period; (v) If the Company has failed to obtain the assumption of the obligations contained in this Agreement by any successor as contemplated in Section 9.2 hereof; or (vi) If there occurs any purported termination of the Executive’s employment by the Company or a Subsidiary which is not effected pursuant to a written notice of termination as described in subsection (ii) or (iii) above; and for purposes of this Agreement, “Good Reason” means the occurrence of any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to no such purported termination shall be effective. The Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect exercise his/her right to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute terminate his/her employment for Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within by giving the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of termination specifying in reasonable detail the circumstances constituting “such Good Reason” within thirty (30) days of the initial occurrence of the event. However, allowed the Company shall have thirty (30) days to cure “cure” such circumstances, and terminated that the circumstances constituting such Good Reason are eliminated. The Executive’s employment shall terminate at the end of such thirty (30)-day period only if the Company has failed to cure such circumstances constituting the Good Reason. A termination of employment by the Executive within a Protection Period shall be for Good Reason within ninety (90) days following the initial occurrence if one of the condition(s) occurrences specified in such noticethis subsection (d) shall have occurred (and subject to the cure provision of the immediately preceding paragraph), in notwithstanding that the event such condition(s) remained uncuredExecutive may have other reasons for terminating employment, including employment by another employer which the Executive desires to accept.

Good Reason. For Executive may terminate his employment for Good Reason anytime after Executive has actual knowledge of the occurrence, without the written consent of Executive, of one of the following events: (i) (A) any change in the duties or responsibilities (including reporting responsibilities) of Executive that is inconsistent in any adverse respect with Executives position(s), duties, responsibilities or status with the Company immediately prior to such change (including any diminution of such duties or responsibilities) or (B) an adverse change in Executives titles or offices (including, membership on the Board) with the Company; (ii) a reduction in Executives Base Salary or Bonus opportunity; (A) any requirement that Executive travel on Company business to an extent substantially greater than the travel obligations of Executive immediately prior to the date of this Agreement or (B) the relocation of the Companys principal executive offices or Executives own office location to a location more than fifteen (15) miles from their location immediately prior to the date hereof; (iv) the failure of the Company or any Affiliate to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Executive is participating immediately prior to the date of this Agreement or the taking of any action by the Company or any Affiliate which would adversely affect Executives participation in or reduce Executives benefits under any such plan, unless Executive is permitted to participate in other plans providing Executive with substantially equivalent benefits; (v) any refusal by the Company or any Affiliate to continue to permit Executive to engage in activities not directly related to the business of the Company which Executive was permitted to engage in prior to the date of this Agreement; (vi) any purported termination of Executives employment for Cause which is not effected pursuant to the procedures of Section 6(c) (and for purposes of this Agreement, “Good Reason” means no such purported termination shall be effective); (vii) the occurrence Companys or any Affiliates failure to provide in all material respects the indemnification set forth in Section 11 of any one this Agreement; (viii) a Change in Control of the following events without Executive’s written consent: Company; provided, that, the transaction contemplated by the Company and AMFM, Inc. shall not be deemed to be a Change in Control for purposes of this clause (Aviii); (ix) a reduction the failure of the Company to obtain the assumption agreement from any successor as contemplated in Executive’s base salarySection 13(a); (x) the Company or any Affiliate providing Executive the notice not to renew the Employment Period as contemplated by Section 2 hereof; (xi) any time that neither L. ▇▇▇▇▇ M▇▇▇, except when it M▇▇▇ ▇▇▇▇ nor R▇▇▇▇▇▇ ▇▇▇▇ is with Executive’s consent or part the Chairman and Chief Executive Officer of an overall similar reduction for similarly-situated executives; the Company; (Bxii) any other breach of a material reduction provision of this Agreement by the Company or any Affiliate. For purposes of clauses (i) through (vii) and (xii) above, an isolated, insubstantial and inadvertent action taken in Executive’s incentive compensation good faith and which is remedied by the Company within ten (provided, for clarity, that any reduction in the actual amount 10) days after receipt of annual cash bonus paid to notice thereof given by Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect . Executives right to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s terminate employment for Good Reason within ninety (90) days following the initial occurrence shall not be affected by Executives incapacity due to mental or physical illness and Executives continued employment shall not constitute consent to, or a waiver of the condition(s) specified in such noticerights with respect to, in the any event such condition(s) remained uncuredor condition constituting Good Reason.

Good Reason. The Executive may terminate his or her employment for Good Reason within two years after a Change in Control of the Company and during the term of this Agreement and become entitled to the compensation provided in Section 4. For purposes of this Agreement, Agreement “Good Reason” means the occurrence of shall mean any one of the following events without unless it occurs with the Executive’s express prior written consent: : (Ai) a reduction in any assignment to the Executive by the Company of any duties inconsistent with, or any diminution of, the Executive’s base salaryposition, except when it is duties, titles, offices, responsibilities and status with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid Company immediately prior to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion of the Company, or any removal of the Executive from or any failure to reelect the Executive to any of such positions or offices, except in connection with the termination of the Executive’s position employment for Disability, Retirement or reduction Cause or as a result of the scope of Executive’s duties within death; (ii) any reduction by the Company that existed before in the Executive’s base salary as in effect on the date hereof or as the same may be increased from time to time during the term of this Agreement or the Company’s failure to increase (within 15 months of the Executive’s last increase in base salary) the Executive’s base salary after a Change in Control of the Company in an amount which is at least equal, on a percentage basis, to the average percentage increase in base salary for all officers of the Company effected during the preceding 12 months; (iii) any failure by the Company to continue in effect any benefit or incentive plan or arrangement (yincluding, without limitation, the Company’s Retirement Plan, Stock Option Plan for Key Employees, Employees Stock Purchase Plan, 401(k) Savings Plan, group life insurance plan, medical, dental accident and disability insurance plans, annual bonus and contingent bonus arrangement, and any plan or arrangement to receive and exercise stock appreciation rights, or to acquire stock or other securities of the Company) in which the Executive is given a position of materially similar or greater overall scope and responsibility within participating at the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy time of a smaller company); (D) Executive is required to relocate Executive’s principal place Change in Control of employment with the Company (or successor to substitute and continue other plans providing the Executive with substantially similar benefits) hereinafter referred to as “Benefit Plans”), the taking of any action by the Company which would adversely affect the Executive’s participation in or materially reduce the Executive’s benefits under any such Benefit Plan or deprive the Executive of any material employee benefit enjoyed by the Executive at the time of a Change in Control of the Company, if applicableor any failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled in accordance with the vacation policies in effect at the time of a Change of Control of the Company; (iv) to a place that increases relocation of the Company’s principal executive offices from or the Executive’s one-way commute by more relocation to any place other than fifty (50 miles) as compared to the location at which the Executive performed the Executive’s then-current principal place of employment duties immediately prior to such relocation a Change in Control of the Company; (excluding regular travel in the ordinary course of business); or (Ev) a substantial increase in business travel obligations of the Executive over such obligations as they existed at the time of a Change in Control of the Company; (vi) any material breach by the Company of any material provision of this Agreement or Agreement; (vii) any other agreement between Executive and failure by the Company. Notwithstanding Company to obtain the foregoing or any other provision assumption of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice by any successor or assign of the circumstances constituting “Good Reason” within thirty Company; or (30viii) days any purported termination of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment after a Change in Control which is not effected pursuant to a Company Notice of Termination satisfying the requirements of Section 3(f), and, for Good Reason within ninety (90) days following the initial occurrence purposes of the condition(s) specified in this Agreement, no such notice, in the event such condition(s) remained uncuredpurported termination shall be effective.

Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a change in Executive’s reporting relationship such that Executive no longer reports to the CEO (provided, however, that such a change following a Change in Control shall not constitute Good Reason); (D) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (DE) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (EF) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncured.

Good Reason. For purposes Termination by you of this Agreement, your employment for “Good Reason” means the occurrence termination by you of any one your employment based on: (a) The assignment to you of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is duties inconsistent with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities your position with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that as they existed before immediately prior to the Change in Control Date (as defined below), or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role substantial change in the hierarchy nature of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Companyyour responsibilities, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment they existed immediately prior to such relocation the Change in Control Date (excluding regular travel or if you receive a promotion or an increase in responsibilities or authority after the ordinary course Change in Control Date, then a change with respect to your enhanced responsibilities), except in connection with the termination of business); your employment for Cause or Disability or as a result of your death or by you other than for Good Reason; (Eb) a material breach A reduction by the Company of any material provision in your base salary as in effect on the date of this Agreement Letter or any other agreement between Executive as your salary may be increased from time to time, excluding for this purpose an isolated, insubstantial and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall inadvertent action not exist if Executive has not provided taken in bad faith which is remedied by the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following after notice thereof is given by you; (c) Material diminution of annual bonus opportunity under the initial occurrence Company’s incentive compensation plan(s) as in effect immediately prior to the Change in Control Date (or similar incentive plan which, taken as a whole, provides substantially similar benefits) (collectively, the “Incentive Plan”), or a failure by the Company to continue you as a participant in the Incentive Plan on at least the basis of your participation immediately prior to the Change in Control Date or to pay you the amounts that you would be entitled to receive in accordance with the Incentive Plan, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith which is remedied by the Company within ninety (90) days after notice thereof is given by you; (d) The Company’s requiring you to be based more than thirty-five (35) miles from the location where you are based immediately prior to the Change in Control Date, except for required travel on the Company’s business to an extent substantially consistent with your business travel obligations prior to the Change in Control Date, or if you consent to that relocation, the failure by the Company to pay (or reimburse you for) all reasonable moving expenses incurred by you or to indemnify you against any loss realized in the sale of your principal residence in connection with that relocation; (e) The failure by the Company to continue in effect any retirement or compensation plan, supplemental retirement plan, performance share plan, stock option plan, life insurance plan, health and accident plan, disability plan or any other benefit plan in which you are participating immediately prior to the Change in Control Date (or provide plans providing you with substantially similar benefits), the taking of any action by the Company that would adversely affect your participation or materially reduce your benefits under any of those plans or deprive you of any material fringe benefit enjoyed by you immediately prior to the Change in Control Date, or the failure by the Company to provide you with the number of paid vacation days to which you are then entitled in accordance with the Company’s normal vacation practices in effect immediately prior to the Change in Control Date, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith which is remedied by the Company within ninety (90) days after notice thereof is given by you; (f) Any failure by the Company to obtain the assumption of the condition(sagreement to perform this Letter by any successor, as required by paragraph 6; or (g) specified in such noticeAny purported termination of your employment that is not effected pursuant to a Notice of Termination satisfying the requirements of subparagraph 4.4 (and, in the event such condition(s) remained uncuredif applicable, subparagraph 4.1).

Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) 30 days of the initial occurrence of the event, allowed the Company thirty (30) 30 days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) 90 days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncured.

Good Reason. For purposes of this Agreement, “you shall have "Good Reason” means " to terminate your employment after a Change of Control if the Company shall: (i) assign to you any duties inconsistent with your position (including offices, titles and reporting requirements), authority, duties or responsibilities with the Company in effect immediately before the occurrence of any one the first Change in Control of the following events without Executive’s written consent: Company or otherwise make any change in any such position, authority, duties or responsibilities; (Aii) a reduction remove you from, or fail to re-elect or appoint you to, any duties or position with the Company or any of its Affiliates that were assigned or held by you immediately before the occurrence of the first Change in Executive’s base salaryControl of the Company, except when it that a nominal change in your title that is with Executive’s consent merely descriptive and does not affect rank or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive status shall not constitute Good Reasonsuch an event; (iii) take any other action that results in a material diminution in such position, authority, duties or responsibilities or otherwise take any action that materially interferes therewith; (iv) reduce your annual base salary as in effect immediately before the occurrence of the first Change in Control of the Company or as your annual base salary may be increased from time to time after that occurrence (the "Base Salary"); ; (Cv) relocate your principal office outside of the metropolitan area of Philadelphia, Pennsylvania; (vi) fail to (x) continue in effect any bonus, incentive, profit sharing, performance, savings, retirement or pension policy, plan, program or arrangement (such policies, plans, programs and arrangements collectively being referred to herein as "Basic Benefit Plans"), including, but not limited to, any deferred compensation, supplemental executive retirement or other retirement income, stock option, stock purchase, stock appreciation, or similar policy, plan, program or arrangement of the Company, in which you were a significant reduction participant immediately before the occurrence of the first Change in Executive’s responsibilities Control of the Company, or any substitute plan adopted by the Board of Directors and in which you were a participant immediately before the occurrence of the last Change in Control of the Company, unless an equitable and reasonably comparable arrangement (embodied in a substitute or alternative benefit or plan) shall have been made with respect to management such Basic Benefit Plan promptly following the occurrence of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a the last Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control Company, or (y) Executive is given continue your participation in any Basic Benefit Plan (or any substitute or alternative plan) on substantially the same basis, both in terms of the amount of benefits provided to you (which are in any event always subject to the terms of any applicable Basic Benefit Plan) and the level of your participation relative to other participants, as existed immediately before the occurrence of the first Change in Control of the Company; (vii) fail to continue to provide you with benefits substantially similar to those enjoyed by you under any of the Company's other employee benefit plans, policies, programs and arrangements (the "Other Benefit Plans"), including, but not limited to, life insurance, medical, dental, health, hospital, accident or disability plans, in which you were a participant immediately before the occurrence of the first Change in Control of the Company; (viii) take any action that would directly or indirectly materially reduce any other non-contractual benefits that were provided to you by the Company immediately before the occurrence of the first Change in Control of the Company or deprive you of any material fringe benefit enjoyed by you immediately before the occurrence of the first Change in Control of the Company; (ix) fail to provide you with the number of paid vacation days to which you were entitled in accordance with the Company's vacation policy in effect immediately before the occurrence of the first Change in Control of the Company; (x) fail to continue to provide your with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) (y) that are both commensurate with your responsibilities to and position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor immediately before the occurrence of the first Change in Control of the Company and not materially dissimilar to the office space, related facilities and support personnel provided to other employees of the Company having comparable responsibility to you, or (z) that are physically located at the Company, if applicable's principal executive offices; (xi) require you to perform a place that increases Executive’s one-way commute by majority of your duties outside the Company's principal executive offices for a period of more than fifty 21 consecutive days or for more than 90 days in any calendar year; (50 milesxii) as compared fail to Executive’s then-current principal place honor any provision of any employment immediately prior to such relocation (excluding regular travel agreement you have or may in the ordinary course future have with the Company or fail to honor any provision of business)this Agreement; (xiii) give effective notice of an election to terminate at the end of the term or extended the term of any employment agreement you have or may in the future have with the Company in accordance with the terms of any such agreement; or or (Exiv) a material breach purport to terminate your employment by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written unless notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days that termination shall have been given to cure such circumstancesyou pursuant to, and terminated Executive’s employment for Good Reason within ninety (90) days following that notice shall meet the initial occurrence of the condition(s) specified in such noticerequirements of, in the event such condition(s) remained uncuredparagraph 5(f).

Good Reason. For purposes of this Agreement, you shall have “Good Reason” means to terminate your employment after a Change of Control if the Company shall: (i) assign to you any duties inconsistent with your position (including offices, titles and reporting requirements), authority, duties or responsibilities with the Company in effect immediately before the occurrence of any one the first Change in Control of the following events without Executive’s written consent: Company or otherwise make any change in any such position, authority, duties or responsibilities; (Aii) a reduction remove you from, or fail to re-elect or appoint you to, any duties or position with the Company or any of its Affiliates that were assigned or held by you immediately before the occurrence of the first Change in Executive’s base salaryControl of the Company, except when it that a nominal change in your title that is with Executive’s consent merely descriptive and does not affect rank or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive status shall not constitute Good Reasonsuch an event; (iii) take any other action that results in a material diminution in such position, authority, duties or responsibilities or otherwise take any action that materially interferes therewith; (iv) reduce your annual base salary as in effect immediately before the occurrence of the first Change in Control of the Company or as your annual base salary may be increased from time to time after that occurrence (the “Base Salary”); ; (Cv) relocate your principal office outside of the metropolitan area of Philadelphia, Pennsylvania; (vi) fail to (x) continue in effect any bonus, incentive, profit sharing, performance, savings, retirement or pension policy, plan, program or arrangement (such policies, plans, programs and arrangements collectively being referred to herein as “Basic Benefit Plans”), including, but not limited to, any deferred compensation, supplemental executive retirement or other retirement income, stock option, stock purchase, stock appreciation, or similar policy, plan, program or arrangement of the Company, in which you were a significant reduction participant immediately before the occurrence of the first Change in Executive’s responsibilities Control of the Company, or any substitute plan adopted by the Board of Directors and in which you were a participant immediately before the occurrence of the last Change in Control of the Company, unless an equitable and reasonably comparable arrangement (embodied in a substitute or alternative benefit or plan) shall have been made with respect to management such Basic Benefit Plan promptly following the occurrence of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a the last Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control Company, or (y) Executive is given continue your participation in any Basic Benefit Plan (or any substitute or alternative plan) on substantially the same basis, both in terms of the amount of benefits provided to you (which are in any event always subject to the terms of any applicable Basic Benefit Plan) and the level of your participation relative to other participants, as existed immediately before the occurrence of the first Change in Control of the Company; (vii) fail to continue to provide you with benefits substantially similar to those enjoyed by you under any of the Company’s other employee benefit plans, policies, programs and arrangements (the “Other Benefit Plans”), including, but not limited to, life insurance, medical, dental, health, hospital, accident or disability plans, in which you were a participant immediately before the occurrence of the first Change in Control of the Company; (viii) take any action that would directly or indirectly materially reduce any other non-contractual benefits that were provided to you by the Company immediately before the occurrence of the first Change in Control of the Company or deprive you of any material fringe benefit enjoyed by you immediately before the occurrence of the first Change in Control of the Company; (ix) fail to provide you with the number of paid vacation days to which you were entitled in accordance with the Company’s vacation policy in effect immediately before the occurrence of the first Change in Control of the Company; (x) fail to continue to provide your with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) (y) that are both commensurate with your responsibilities to and position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor immediately before the occurrence of the first Change in Control of the Company and not materially dissimilar to the office space, related facilities and support personnel provided to other employees of the Company having comparable responsibility to you, or (z) that are physically located at the Company, if applicable’s principal executive offices; (xi) require you to perform a place that increases Executivemajority of your duties outside the Company’s one-way commute by principal executive offices for a period of more than fifty 21 consecutive days or for more than 90 days in any calendar year; (50 milesxii) as compared fail to Executive’s then-current principal place honor any provision of any employment immediately prior to such relocation (excluding regular travel agreement you have or may in the ordinary course future have with the Company or fail to honor any provision of business)this Agreement; (xiii) give effective notice of an election to terminate at the end of the term or extended the term of any employment agreement you have or may in the future have with the Company in accordance with the terms of any such agreement; or or (Exiv) a material breach purport to terminate your employment by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written unless notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days that termination shall have been given to cure such circumstancesyou pursuant to, and terminated Executive’s employment for Good Reason within ninety (90) days following that notice shall meet the initial occurrence of the condition(s) specified in such noticerequirements of, in the event such condition(s) remained uncuredparagraph 5(f).

Good Reason. For purposes The Executive terminates employment for Good Reason within two (2) years following the initial existence of the condition constituting Good Reason or for any other reason (including without Good Reason). As used in this Agreement, “Good Reason” means with respect to the occurrence termination from employment of Executive shall mean any one of the following events without following: (1) the Company’s material breach of this Agreement; (2) any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement; (3) the Company materially altering or materially impairing the Executive’s authority, duties or responsibilities without his written consent: ; (A4) a the failure of Executive to be reelected to the Board; (5) any reduction in Executive’s base salarythen current Annual Base Salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation target Bonus opportunity to a level below seventy-five percent (provided75%) of the then current Annual Base Salary, for clarityor material diminution of benefits provided under Company plans which are applicable to Executive without his written consent; (6) the Company requiring the Executive to be based at any office or location other than Batavia, that any reduction Ohio (or other agreed upon location) without the Executive’s prior written consent; or (7) in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following event there is a Change in Control shall not constitute Good Reason if Control, for a period of twelve (x12) there is no demotion in Executive’s position or reduction months following the date of the scope of Executive’s duties within the Company that existed before the such Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within Control, the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, term “Good Reason” shall not exist if include, in addition to items (1) through (6) above, the following: (i) the assignment to the Executive has not provided of any duties inconsistent in any material adverse respect with the Executive’s position, authority or responsibilities, or (ii) any other material adverse change in such position, including title, authority or responsibilities in each case without the prior written consent of Executive; or (B) failure of the Company and to obtain the Board written notice assumption in writing of its obligations under this Agreement by any successor to all or substantially all of the circumstances constituting “Good Reason” within thirty (30) days business or assets of the initial occurrence Company no later than the closing of such transaction, unless such assumption occurs by operation of law. No termination of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment hereunder by the Executive for Good Reason shall be effective as a termination for Good Reason unless the provisions of this paragraph shall first have been complied with. The Board shall be given a Notice of Termination by the Executive within ninety (90) days following of the initial occurrence existence of the condition(sviolation. The Company shall have sixty (60) specified in days after receipt of the Notice of Termination to fully cure such notice, in the event such condition(s) remained uncuredalleged violation.

Good Reason. For purposes of this Agreement, The term “Good Reason” means the occurrence for purposes of this Agreement shall (subject to § 1.11(e)) mean: (a) SunTrust or any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following SunTrust Affiliate after a Change in Control shall not constitute Good Reason if (x) there is no demotion in but before the end of Executive’s position Protection Period reduces Executive’s base salary or reduction opportunity to receive comparable incentive compensation or bonuses without Executive’s express written consent; (b) SunTrust or any SunTrust Affiliate after a Change in Control but before the end of Executive’s Protection Period reduces the scope of Executive’s duties within principal or primary duties, responsibilities or authority without Executive’s express written consent; (c) SunTrust or any SunTrust Affiliate at any time after a Change in Control but before the Company end of Executive’s Protection Period (without Executive’s express written consent) transfers Executive’s primary work site from Executive’s primary work site on the date of such Change in Control or, if Executive subsequently consents in writing to such a transfer under this Agreement, from the primary work site which was the subject of such consent, to a new primary work site which is outside the “standard metropolitan statistical area” which then includes Executive’s then current primary work site unless such new primary work site is closer to Executive’s primary residence than Executive’s then current primary work site; or (d) SunTrust or any SunTrust Affiliate after a Change in Control but before the end of Executive’s Protection Period fails (without Executive’s express written consent) to continue to provide to Executive health and welfare benefits, deferred compensation and retirement benefits, stock option and restricted stock grants that existed before are in the aggregate comparable to those provided to Executive immediately prior to the Change in Control Date; provided, however, (e) No such act or omission shall be treated as “Good Reason” under this Agreement unless (A) Executive delivers to the Compensation and Governance Committee a detailed, written statement of the basis for Executive’s belief that such act or omission constitutes Good Reason, (B) Executive delivers such statement before the later of (1) the end of the ninety (90) day period which starts on the date there is an act or omission which forms the basis for Executive’s belief that Good Reason exists or (y2) the end of the period mutually agreed upon for purposes of this § 1.11(e)(i)(B) in writing by Executive and the Chairman of the Compensation and Governance Committee, (C) Executive is given gives the Compensation and Governance Committee a position thirty (30) day period after the delivery of materially similar or greater overall scope such statement to cure the basis for such belief and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate actually submits Executive’s principal place of employment with the Company (or successor written resignation to the Company, if applicableCompensation and Governance Committee during the sixty (60) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place day period which begins immediately after the end of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days day period if Executive reasonably and in good faith determines that Good Reason continues to exist after the end of the initial occurrence of the event, allowed the Company such thirty (30) days day period, or (ii) SunTrust states in writing to cure Executive that Executive has the right to treat such circumstancesact or omission as Good Reason under this Agreement and Executive resigns during the sixty (60) day period which starts on the date such statement is actually delivered to Executive; (f) If (i) Executive gives the Compensation and Governance Committee the statement described in § 1.11(e)(i) before the end of the thirty (30) day period which immediately follows the end of the Protection Period and Executive thereafter resigns within the period described in § 1.11(e)(i) or (ii) SunTrust provides the statement to Executive described in § 1.11(e)(ii) before the end of the thirty (30) day period which immediately follows the end of the Protection Period and Executive thereafter resigns within the period described in § 1.11(e)(ii), and terminated then (iii) such resignation shall be treated under this Agreement as if made in Executive’s employment Protection Period; and (g) If Executive consents in writing to any reduction described in § 1.11(a) or § 1.11(b), to any transfer described in § 1.11(c) or to any failure described in § 1.11(d) in lieu of exercising Executive’s right to resign for Good Reason within ninety (90and delivers such consent to SunTrust, the date such consent is delivered to SunTrust thereafter shall be treated under this definition as the date of a Change in Control for purposes of determining whether Executive subsequently has Good Reason under this Agreement to resign under § 3(a) days following the initial occurrence or § 3(f) as a result of the condition(sany subsequent reduction described in § 1.11(a) specified or § 1.11(b), any subsequent transfer described in such notice, § 1.11(c) or any subsequent failure described in the event such condition(s) remained uncured§ 1.11(d).

Good Reason. (1) Except as provided in Section 4(d)(2), Executive may terminate Executive's employment at any time during the Term of this Agreement for Good Reason upon not less than thirty (30) days’ prior written notice given within one hundred and twenty (120) days after the event purportedly giving rise to Executive’s right to elect; provided, however, that the Company has not cured or otherwise corrected such event prior to the expiration of such 30-day period. For purposes of this Agreement, “"Good Reason” means the occurrence of " shall mean any one of the following events following, without Executive’s 's written consent: : (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid assignment to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision duties materially adversely inconsistent with Executive's status with the Company or a substantial alteration in the nature or status of Executive's responsibilities from those in effect on the Effective Date, or a reduction in Executive's titles or offices as in effect on the Effective Date, or any removal of Executive from, or any failure to reelect Executive to, any of such positions, except in connection with the termination of Executive's employment for Disability or Cause or as a result of Executive's death or by Executive other than for Good Reason; (B) a reduction by the Company in Executive's Base Salary as in effect on the date hereof or as the same may be increased from time to time during the term of this Agreement Agreement; (C) Executive ceases to participate in long-term incentive plans (including any equity incentive plan) sponsored by the Company or any its affiliates after the Effective Date, on terms and conditions similar to those applicable to other agreement between Executive and senior executive officers of the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contraryCompany generally, “Good Reason” shall not exist if Executive has not provided but at a level generally consistent with Executive's position with the Company and the Board written notice Company's then current policies and practices; (D) any relocation of the circumstances constituting “Good Reason” within thirty Executive's principal place of employment to a location more than forty-five (3045) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated miles from Executive’s current residence to the proposed relocated principal place of employment; provided, however, that, if Executive currently resides more than forty-five (45) miles from the location set forth in Section 1 of this Agreement, any relocation of Executive's principal place of employment for Good Reason within ninety to a location more than ten (9010) days following miles further than the initial occurrence distance from Executive’s current residence to the location set forth in Section 1 of the condition(s) specified in such notice, in the event such condition(s) remained uncuredthis Agreement.

Good Reason. For purposes of this Agreement, The Executive shall have “Good Reason” means the occurrence for termination of any one employment in connection with a Change in Control of the following events without Company in the event of: (i) any breach of this Agreement by the Company, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that the Company remedies promptly after receipt of notice thereof given by the Executive’s written consent: ; (Aii) a any reduction in the Executive’s base salary, percentage of base salary available as incentive compensation or bonus opportunity or benefits, in each case relative to those most favorable to the Executive in effect at any time during the 180-day period prior to the Change in Control; (iii) the removal of the Executive from, or any failure to reelect or reappoint the Executive to, any of the positions held with the Company on the date of the Change in Control or any other positions with the Company to which the Executive shall thereafter be elected, appointed or assigned, except when it is with in the event that such removal or failure to reelect or reappoint relates to the termination by the Company of the Executive’s consent employment for Cause or part by reason of an overall similar reduction for similarlyDisability; (iv) a good faith determination by the Executive that there has been a material adverse change, without the Executive’s written consent, in the Executive’s working conditions or status with the Company relative to the most favorable working conditions or status in effect during the 180-situated executives; day period prior to the Change in Control, including but not limited to (A) a significant change in the nature or scope of the Executive’s authority, powers, functions, duties or responsibilities, or (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements, but in each case excluding for this purpose an isolated, insubstantial and inadvertent event not occurring in bad faith that the Company remedies within ten (10) days after receipt of notice thereof given by the Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company ; (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (xv) there is no demotion in Executive’s position or reduction the relocation of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases location more than 50 miles from the Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately on the date 180 days prior to such relocation the Change in Control; (excluding regular vi) the Company requires the Executive to travel on Company business 20% in excess of the ordinary course average number of business)days per month the Executive was required to travel during the 180-day period prior to the Change in Control; or or (Evii) a material breach any voluntary termination of employment by the Company Executive at any time following the date that is three months after the Change in Control of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncured.

Good Reason. For purposes of this Agreement, The Executive terminates employment for “Good Reason” means if the Executive voluntarily terminates his or her employment during the Severance Period following the occurrence of any one of the following events without Executive’s written consent: during the Severance Period: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B1) a material reduction diminution in the Executive’s incentive compensation (Base Pay, provided, for clarity, however that any a Base Pay reduction in the actual amount of annual cash bonus paid that is applied uniformly among like-kind individuals will not be deemed to Executive shall not constitute Good Reason); ; (C2) a significant reduction material diminution in the nature or scope of the Executive’s title, authority, duties, or responsibilities with respect from those applicable to management the Executive immediately prior to consummation of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or Control; (y3) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in Company requiring the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s office nearest to his or her principal residence to be located at a different place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by which is more than fifty (50 miles) 35 miles from where such office is located as compared to Executive’s then-current principal place of employment immediately prior to such relocation the Change in Control; or (excluding regular travel in the ordinary course of business); or (E4) a material breach by the Company of any material term or provision of this Agreement or any other agreement between Executive and Agreement, including the Company. Notwithstanding the foregoing or any other provision failure of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement. No event or condition described in this Section 18(w) shall constitute Good Reason unless, (x) within ninety (90) days from the Executive first acquiring actual knowledge of the existence of the Good Reason condition described in this Section 18(w), the Executive provides the Board written notice (in accordance with Section 12) of the circumstances constituting “Executive’s intention to terminate the Executive’s employment for Good Reason” Reason and the grounds for such termination; (y) such grounds for termination (if susceptible to correction) are not corrected by the successor within thirty (30) days of the initial occurrence such successor’s receipt of the event, allowed the Company thirty such notice (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such noticeor, in the event that such condition(sgrounds cannot be corrected within such thirty-day (30) remained uncuredperiod, such successor has not taken all reasonable steps within such thirty-day (30) period to correct such grounds as promptly as practicable thereafter); and (z) the Executive terminates the Executive’s employment with the Company immediately following expiration of such thirty-day (30) period. For purposes of this Section 18(w), any attempt by the successor to correct a stated Good Reason shall not be deemed an admission by such successor that the 15 Executive’s assertion of Good Reason is valid.