Common use of Good Reason Clause in Contracts

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:

Good Reason. The Upon written notice by the Executive to the Company of a termination for Good Reason, unless such events are corrected in all material respects by the Company within 30 days following written notification by the Executive to the Company, that the Executive intends to terminate the Executive’s employment may be terminated by hereunder for one of the Executive for Good Reason or by the Executive without Good Reasonreasons set forth below. For purposes of this Agreement, “Good Reason” shall mean mean, without the Executive’s express written consent, the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executiveevents:

Good Reason. The Executive’s 's employment may be terminated during the Employment Period by the Executive for Good Reason or by the Executive without Good Reason; provided, however, that the Executive agrees not to terminate his employment for Good Reason unless (i) the Executive has given the Company at least 30 days' prior written notice of his intent to terminate his employment for Good Reason, which notice shall specify the facts and circumstances constituting Good Reason, and (ii) the Company has not remedied such facts and circumstances constituting Good Reason within such 30-day period. For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executivemean:

Good Reason. The Executive’s Executive may terminate his employment may be terminated by the Executive under this Agreement for Good Reason (as defined below) at any time on or by prior to the Executive without 60th day after the occurrence of any of the Good ReasonReason events set forth in the following sentence. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless consent and which is not cured by the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered upon written notice by the Executive, such notice to have been provided by the Executive within 30 days of any such event having occurred:

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason within thirty (30) days following the date written notice is delivered to the REIT’s Board of Directors by the Executive which specifically identifies the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive), after:

Good Reason. The Executive’s 's employment may be terminated by the Executive for Good Reason or by at any time within 90 days after the Executive without first has actual knowledge of the occurrence of such Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executivemean:

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without “Good Reason”. For purposes of this Agreement, “"Good Reason” shall mean a separation from employment occurring no later than two years following the occurrence initial existence of any one or more of the following events conditions arising without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable consent of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:

Good Reason. The Executive’s 's employment may be terminated by the Executive for Good Reason or by the Executive voluntarily without Good Reason. For purposes of this Agreement; provided, “Good Reason” shall mean the occurrence of however, that any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting termination for Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after may only occur if the Company’s receipt of the Executive provides a Notice of Termination (as defined below) delivered by of Good Reason within 180 days after the Executiveoccurrence of the event giving rise to the claim of Good Reason. "Good Reason" means:

Good Reason. The Executive’s 's employment may be terminated during the Employment Period by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” "GOOD REASON" shall mean mean, without the Executive's express written consent, the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executivefollowing:

Good Reason. The Executive’s 's employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any one or more of the following events without the Executive’s 's prior written consent, unless the Company fully corrects the circumstances constituting Good Reason within thirty (30) days following the date written notice is delivered to the REIT's Board of Directors by the Executive which specifically identifies the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive), after:

Good Reason. The Executive’s Executive may terminate his employment may be terminated by with the Executive Company at any time during the Employment Period for Good Reason or by the Executive without "Good Reason. ." For purposes of this Agreement, “"Good Reason” " shall mean mean, in the occurrence absence of a written consent of the Executive, any one or more of the following events without which occurs before the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt expiration of the Notice of Termination (as defined below) delivered by the ExecutiveEmployment Period:

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason within thirty (30) days following the date written notice is delivered to the Company’s Board of Directors by the Executive which specifically identifies the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive), after:

Good Reason. The Executive’s Executive may terminate his employment may be terminated by the Executive hereunder for Good Reason or by upon 30 days' prior written notice to the Company; provided, however, that prior to a Change in Control, if the Company corrects the matter that has given rise to the Good Reason event, and makes the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean whole for any loss to the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Executive resulting from such Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after event, the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:Executive may not so terminate his employment.

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after prior to the Company’s receipt of the Notice Date of Termination (as defined below) delivered by the Executive:):

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects cures the circumstances constituting Good Reason (provided such circumstances are capable of correctioncure) within forty-five (45) days after prior to the Company’s receipt of the Notice Date of Termination (as defined below) delivered by the Executive:):

Good Reason. The Executive’s Executive may terminate his employment may be terminated under this Agreement for Good Reason by delivery of written notice to the Company specifying the Good Reason relied upon by the Executive for Good Reason such termination, provided that such notice is delivered within sixty (60) days following the occurrence of any event or by the Executive without events constituting Good Reason. For purposes of this Agreement, “Good Reason” for the Executive to terminate his employment shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, provided that the Executive terminates his employment within one-hundred and eighty (180) days following the lapse of the Company’s cure period described below as to one or more of such events and unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after prior to the Company’s receipt Date of the Notice of Termination (as defined below) delivered by the ExecutiveTermination:

Good Reason. The Subject to the limitations in the immediately following sentence, the Executive’s employment may be terminated by the Executive for Good Reason during the Employment Period with or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean (in the absence of the written consent of the Executive) the occurrence of any one or more of the following events without or circumstances during the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable two year period following a Change of correction) within forty-five (45) days after Control of the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five thirty (4530) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects cures the circumstances constituting Good Reason (provided such circumstances are capable of correctioncure) within forty-five (45) days after prior to the Company’s receipt of the Notice Date of Termination (as defined below) delivered by the Executive:):

Good Reason. The Executive’s 's employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean mean, in the occurrence absence of any one or more a written consent of the following events without Executive, and provided that the Executive’s prior written consent, unless Executive notifies the Company fully corrects the circumstances constituting Good Reason (provided in writing of such circumstances are capable event within 30 days of correction) its occurrence and that Company does not take reasonable steps to cure such event within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive30 days, or start to cure such event if it cannot reasonably be cured within 30 days:

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company TRA fully corrects cures the circumstances constituting Good Reason (provided such circumstances are capable of correctioncure) within forty-five (45) days after prior to the Company’s receipt of the Notice Date of Termination (as defined below) delivered by the Executive:):

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason within thirty (30) days following the date written notice is delivered to the Board by the Executive which specifically identifies the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:):

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:

Good Reason. The Executive’s employment with the Company may be terminated by the Executive for Good Reason during the Employment Period with or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean in the occurrence of any one or more absence of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable consent of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:

Good Reason. The Executive’s 's employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any one or more of the following events without the Executive’s 's prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after prior to the Company’s receipt of the Notice Date of Termination (as defined below) delivered by the Executive:):

Good Reason. The Executive’s employment may be terminated during the Employment Period by the Executive for Good Reason or by the Executive without Good Reason; provided, however, that the Executive agrees not to terminate his employment for Good Reason unless (i) the Executive has given the Company at least 30 days’ prior written notice of his intent to terminate his employment for Good Reason, which notice shall specify the facts and circumstances constituting Good Reason, and (ii) the Company has not remedied such facts and circumstances constituting Good Reason within such 30-day period. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executivemean:

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company AMIH fully corrects cures the circumstances constituting Good Reason (provided such circumstances are capable of correctioncure) within forty-five (45) days after prior to the Company’s receipt of the Notice Date of Termination (as defined below) delivered by the Executive:):

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. The Executive’s termination of employment, whether for Good Reason or without Good Reason, shall not be deemed to be a breach of this Agreement. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five thirty (4530) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:

Good Reason. The Executive’s Executive may terminate his employment may be terminated by written notice by the Executive to the Company of a termination for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events events, without the express written consent of the Executive’s prior written consent, unless such events are fully corrected in all material respects by the Company fully corrects within thirty (30) calendar days following written notification by the circumstances constituting Good Reason Executive to the Company that the Executive intends to terminate his employment hereunder for one of the reasons set forth below, provided that the Executive provides such notice to the Company within sixty (provided such circumstances are capable of correction60) within forty-five (45) calendar days after the Company’s receipt first occurrence of the Notice of Termination (as defined events described below) delivered by the Executive:

Good Reason. The Executive’s 's employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any one or more of the following events without the Executive’s 's prior written consent, provided that the Executive terminates his employment within one hundred and eighty (180) days following the lapse of the Company's cure period described below as to one or more of such events and unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after prior to the Company’s receipt Date of the Notice of Termination (as defined below) delivered by the ExecutiveTermination:

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean if Executive resigns from employment (and, as a result, is no longer employed by any member of the Company Group) within thirty days following the conclusion of the Cure Period (as defined below) and as a result of the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean means that the occurrence of Executive voluntarily terminates employment with the Company within thirty (30) days after any one or more of the following events is undertaken without the Executive’s prior express written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:

Good Reason. The Executive’s 's employment may be terminated by the Executive other than for Good Reason Reason, or by the Executive without for Good Reason at any time within 90 days after the Executive first has actual knowledge of the occurrence of such Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executivemean:

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events described in (i)- (iii) below, that occur without the Executive’s prior express written consent, unless if the Company fully corrects the circumstances constituting Good Reason (provided fails to cure such circumstances are capable of correction) events within forty-five (45) 20 business days after the Company’s receipt of the Notice of Termination (as defined below) delivered by receiving notice thereof from the Executive:

Good Reason. The Executive’s 's employment may be terminated by the ----------- Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean mean, in the occurrence absence of any one or more a written consent of the following events without the Executive’s prior written consent, unless any failure by the Company fully corrects to comply with any of the circumstances constituting Good Reason (provided such circumstances are capable provisions of correction) within forty-five (45) days this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after the Company’s receipt of the Notice of Termination (as defined below) delivered notice thereof given by the Executive:.

Good Reason. The Executive’s 's employment may be terminated during the Employment Period by the Executive for Good Reason or by the Executive without Good Reason; provided, however, that the Executive agrees not to terminate his employment for Good Reason unless (i) the Executive has given the Company at least 30 days' prior written notice of his intent to terminate his employment for Good Reason, which notice shall specify the facts and circumstances constituting Good Reason, and (ii) the Company has not remedied such facts and circumstances constituting Good Reason within such 30- day period. For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executivemean:

Good Reason. The Executive’s 's employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean occur upon a good faith determination by the occurrence Executive that the Company has materially breached any of any one or more its obligations under this Agreement, which breach is not cured within 20 days of the following events without receipt of written notice of such breach by the Company from the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:.

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by at any time within 90 days after the Executive without first has actual knowledge of the occurrence of such Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executivemean:

Good Reason. The Executive’s 's employment may be terminated by the Executive for Good Reason or Reason, provided that the Notice of Termination is delivered to the Company not more than 180 days after the discovery by the Executive without of the Good ReasonReason event. For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any one or more of the following events in each case, without the Executive’s 's prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. The Executive’s termination of employment, whether for Good Reason or without Good Reason, shall not be deemed to be a breach of this Agreement. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) 30 days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:

Good Reason. The Executive’s 's employment may be terminated by the Executive during the Employment Period for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean a termination of employment by Executive within 90 days following the occurrence of any one or more of the following events without the Executive’s prior written 's consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:

Good Reason. The Executive’s 's employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any one or more of the following events without in the Executive’s prior absence of a written consent, unless consent of the Executive and provided the Executive gives written notice to the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) 90 days after the Company’s receipt of the Notice occurrence of Termination (as defined below) delivered by such event and the ExecutiveCompany has not cured such event within ten business days following such notice:

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined provided below) delivered by the Executive:

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, consent unless the Company fully corrects cures the circumstances constituting Good Reason (provided such circumstances are capable of correctioncure) within forty-five (45) days after prior to the Company’s receipt of the Notice Date of Termination (as defined below) delivered by the Executive:):

Good Reason. The Executive may terminate the Executive’s employment may be terminated by the Executive hereunder for Good Reason or by or, upon providing at least 45 days’ prior written notice to the Executive Company, without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:: LA\2082087.4

Good Reason. The Executive may terminate Executive’s 's employment may be terminated by the Executive Term under this Agreement for "Good Reason." Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence without the consent of Executive of any one or more of the following events without the Executive’s prior written consentcircumstances set forth below, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) fully corrected within forty-five ten (4510) days after delivery of written notice of termination based on such occurrence to the Company’s receipt of the Notice of Termination (as defined below) delivered by the ExecutiveCorporation:

Good Reason. The Executive’s 's employment may be terminated by the ----------- Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean in the occurrence absence of any one or more a written consent of the following events without the Executive’s prior written consent, unless Executive a material breach by the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days a material term of this Agreement, after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:Company has been given notice thereof and a reasonable opportunity to cure such breach.

Good Reason. The Executive’s 's employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s 's prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after prior to the Company’s receipt of the Notice Date of Termination (as defined below) delivered by the Executive:):

Good Reason. The Executive’s Executive may terminate her employment may be terminated by under the Executive Agreement for Good Reason (as defined below) at any time on or by prior to the Executive without 60th day after the occurrence of any of the Good ReasonReason events set forth in the following sentence. For purposes of this the Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless consent and which is not cured by the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered upon written notice by the Executive, such notice to have been provided by the Executive within 30 days of any such event having occurred:

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without “Good Reason”. For purposes of this Agreement, “Good Reason” shall mean a separation from employment occurring no later than two years following the occurrence initial existence of any one or more of the following events conditions arising without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable consent of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:

Good Reason. The Executive’s 's employment may be terminated during the Employment Period by the Executive for Good Reason or by the Executive without Good Reason. For purposes ; provided, however, that the Executive agrees not to terminate his employment for Good Reason unless (i) the Executive has given the Company at least 30 days' prior written notice of this Agreement, “his intent to terminate his employment for Good Reason” , which notice shall mean specify the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the facts and circumstances constituting Good Reason Reason, and (provided ii) the Company has not remedied such facts and circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:constituting

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company RWB fully corrects cures the circumstances constituting Good Reason (provided such circumstances are capable of correctioncure) within forty-five (45) days after prior to the Company’s receipt of the Notice Date of Termination (as defined below) delivered by the Executive:):

Good Reason. The Executive’s Executive may terminate his employment may be terminated by the Executive under this Agreement for Good Reason (as defined below) at any time on or by prior to the Executive without 60th day after the occurrence of any of the Good ReasonReason events set forth in the following sentence. For purposes of this Agreement, ““ Good ReasonReason ” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless consent and which is not cured by the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered upon written notice by the Executive, such notice to have been provided by the Executive within 30 days of any such event having occurred:

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence means Executive’s termination of any employment within twelve (12) months after one or more of the following events conditions comes into existence without the Executive’s prior express written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:

Good Reason. The Executive’s 's employment may be terminated during the Employment Period by the Executive for Good Reason or by the Executive without Good Reason; provided, however, that the Executive agrees not to terminate his employment for Good Reason unless (x) the Executive has given the Company at least 30 days' prior written notice of his intent to terminate his employment for Good Reason, which notice shall specify the facts and circumstances constituting Good Reason, and (y) the Company has not remedied such facts and circumstances constituting Good Reason within such 30-day period. For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executivemean:

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, provided that the Executive terminates her employment within one-hundred and eighty (180) days following the lapse of the Company’s cure period described below as to one or more of such events and unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after prior to the Company’s receipt Date of the Notice of Termination (as defined below) delivered by the ExecutiveTermination:

Good Reason. The Executive’s employment hereunder may be terminated by Executive, on no less than twenty (20) days’ prior notice to the Executive for Good Reason or by Company, following the Executive without occurrence of “Good Reason. .” For purposes of this Agreement, “Good Reason” shall mean means the occurrence occurrence, without Executive’s prior express written consent (except in consequence of a prior termination of Executive’s employment), of any one or more of the following events without circumstances during the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the ExecutiveEmployment Term:

Good Reason. The Executive’s 's employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes purposed of this Agreement, “"Good Reason” " shall mean mean, in the occurrence absence of any one or more a written consent of the following events without the Executive’s prior written consent, unless any material failure by the Company fully corrects to comply with any of the circumstances constituting Good Reason (provided such circumstances are capable provisions of correction) within forty-five (45) days after this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company’s Company promptly and receipt of the Notice of Termination (as defined below) delivered notice thereof given by the Executive:.

Good Reason. The Executive’s 's employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any one or more of the following events circumstances, without the Executive’s prior 's express written consent, unless that are not remedied by the Company fully corrects the circumstances constituting Good Reason within thirty (provided such circumstances are capable of correction) within forty-five (4530) days after the Company’s of receipt of the Executive's Notice of Termination (as defined below) delivered by the ExecutiveTermination:

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence (i) failure of Company to make any one payments or more equity grants to Executive or any other material breach by Company of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) its obligations to Executive within forty-five (45) 30 days after the Companysame shall be due, and (ii) any material reduction in Executive’s receipt of the Notice of Termination (as defined below) delivered by the Executive:duties, authority or responsibilities.

Good Reason. The Executive’s 's employment may be terminated by the Executive for Good Reason or by during the Executive without Good ReasonEmployment Period. For purposes of this Agreement, “"Good Reason” " shall mean mean, subject to the occurrence notice and cure requirements below, a voluntary termination by the Executive within one year following the initial existence of any one or more of the following events conditions occurring during the Employment Period, without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable consent of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:

Good Reason. The Executive’s Executive may terminate his employment may be terminated by the Executive hereunder for Good Reason, provided that he gives the Company notice of such Good Reason or by within a reasonable period (but, except as provided below, in no event more than 30 days) after he has knowledge of the Executive without events giving rise to the Good Reason and the Company fails to correct such events within a reasonable period (but in no event more than 30 days) after receiving such notice from the Executive. "Good Reason. For purposes of this Agreement" means, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written 's consent, unless (i) assigning duties to the Company fully corrects Executive that are inconsistent in any substantial respect with the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:position, authority, or responsibilities associated with the

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, including as a result of a Change in Control, unless the Company fully corrects cures the circumstances constituting Good Reason (provided such circumstances are capable of correctioncure) within forty-five (45) days after prior to the Company’s receipt of the Notice Date of Termination (as defined below) delivered by the Executive:):

Good Reason. The Executive’s employment with the Company may be terminated by the Executive for Good Reason during the Employment Period with or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:

Good Reason. The Executive’s 's employment may be terminated by the Executive for Good Reason. Termination for Good Reason shall be the Executive's sole remedy for any claims (other than any claim for compensation or benefits accrued but unpaid) for a breach by the Executive without Good ReasonCompany or Regions of Section 3 hereof. For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any one or more of the following events without in the Executive’s prior absence of a written consent, unless consent of the Executive and provided the Executive gives written notice to the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) 90 days after the Company’s receipt of the Notice occurrence of Termination (as defined below) delivered by such event and the ExecutiveCompany has not cured such event within ten business days following such notice:

Good Reason. The Executive’s 's employment may be voluntarily terminated by Executive at any time within sixty (60) days after the Executive for Good Reason or by the Executive without occurrence of an event constituting Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executivemean:

Good Reason. The Executive’s 's employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any one or more of the following events without the Executive’s 's prior written consent, provided that the Executive terminates her employment within one hundred and eighty (180) days following the lapse of the Company's cure period described below as to one or more of such events and unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after prior to the Company’s receipt Date of the Notice of Termination (as defined below) delivered by the ExecutiveTermination:

Good Reason. The Executive’s employment may be terminated during the Employment Period by the Executive for Good Reason or by the Executive without “Good Reason. .” For purposes of this Agreement, “Good Reason” shall mean means, without the Executive’s express written consent (and except in consequence of a prior termination of the Executive’s employment), the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executivecircumstances:

Good Reason. The Executive’s Executive may terminate his or her employment may be terminated by the Executive hereunder for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean after the occurrence of any one or more occurrence, without the written consent of the following events without the Executive’s prior written consent, unless of an event constituting a material breach of this Agreement by the Company that has not been fully corrects the circumstances constituting Good Reason cured within ten (provided such circumstances are capable of correction10) within forty-five (45) business days after the Company’s receipt of the Notice of Termination (as defined below) delivered written notice thereof has been given by the Executive:Executive to the Company setting forth in sufficient detail the conduct or activities the Executive believes constitute grounds for Good Reason.

Good Reason. The Executive’s 's employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any one or more of the following events without the Executive’s 's prior written consent, unless the Company fully corrects cures the circumstances constituting Good Reason (provided such circumstances are capable of correctioncure) within forty-five thirty (4530) business days after the Company’s of receipt of the Notice written notice of Termination (as defined below) delivered such circumstances by the Company from Executive:

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless provided that Executive gives written notice to Company or Parent of any such event that would constitute Good Reason within ninety (90) days of the initial occurrence of the event and Company fully corrects or Parent fails to cure the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after prior to the Company’s receipt of the Notice Date of Termination (as defined in Section 3(f) below) delivered by the Executive:):

Good Reason. The Executive’s 's employment may be terminated by the Executive for Good Reason or by at any time within 90 days after the Executive without occurrence of Good Reason. For purposes of this Agreement, “Good Reason” Reason shall mean mean: (i) the occurrence assignment to the Executive of any one or more of the following events without duties inconsistent in any material respect with the Executive’s prior written consent's position, unless authority, duties or responsibilities as contemplated by Section 2(a) of this Agreement, or any other action by the Company fully corrects the circumstances constituting Good Reason (provided which results in a material and permanent diminution in such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:position, authority, duties or

Good Reason. The (a) Executive may terminate Executive’s 's employment may be terminated by the Executive for Good Reason provided that Executive does so within twelve (12) months of Executive having actual knowledge of the occurrence of the event or by condition constituting the Executive without Good Reasonbasis for such termination. For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executiveor conditions:

Good Reason. The Executive’s 's employment may be terminated by the ----------- Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any one or more of the following events without the Executive’s 's prior written consent, unless the Company fully corrects cures the circumstances constituting Good Reason (provided such circumstances are capable of correctioncure) within forty-five (45) days after prior to the Company’s receipt of the Notice Date of Termination (as defined below) delivered by the Executive:):

Good Reason. The Executive’s employment with the Company may be terminated by the Executive for Good Reason during the Employment Period with or by the Executive without Good Reason. For purposes of this Amended Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:

Good Reason. The Executive’s 's employment may be terminated at any time by the Executive for Good Reason or by the Executive without Good Reason(as defined below). For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any one or more of the following events without the Executive’s prior 's written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correctioni) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered any reduction approved by the Board in the amount of Executive:'s annual Base Salary or Bonus opportunity provided by Section 2(c)(ii),

Good Reason. The Executive’s 's employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean the occurrence (i) failure of Company to make any one payments or more equity grants to Executive or any other material breach by Company of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) its obligations to Executive within forty-five (45) 30 days after the Company’s receipt of the Notice of Termination same shall be due, and (as defined belowii) delivered by the any material reduction in Executive:'s duties, authority or responsibilities.

Good Reason. The Executive’s Executive may terminate employment may be terminated by the Executive for Good Reason provided that Executive provides written notice within ninety (90) days following Executive's knowledge of an event constituting Good Reason or by the Executive without such event shall not constitute Good Reason under this Agreement. "Good Reason. For purposes of this Agreement" means, “Good Reason” shall mean without Executive's express written consent, the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executiveevents:

Good Reason. The Executive’s Executive may elect at any time during the Term to terminate her employment may be terminated with the Company for Good Reason (following ten (10) days prior written notice delivered to the Company detailing the circumstances constituting Good Reason). "Good Reason" shall mean a material breach by the Company of its obligations under this Agreement. Upon termination by the Executive for Good Reason or Reason, the Executive shall be entitled to receive the same payments as if the Executive had been terminated by the Executive Company without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more Cause as set forth in Section 4.4 of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:Agreement.

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” for the Executive to terminate the Executive’s employment hereunder shall mean the occurrence of any one or more of the following events conditions without the Executive’s prior express written consent; provided however, unless that any resignation by the Executive due to any of the following conditions shall only be deemed for Good Reason if: (i) the Executive gives the Company fully corrects written notice of the circumstances constituting intent to terminate for Good Reason within ninety (provided such circumstances are capable of correction) within forty-five (4590) days after following the Company’s receipt first occurrence of the Notice of Termination condition(s) that the Executive believes constitutes Good Reason, which notice shall describe such condition(s); (as defined belowii) delivered by the Executive:the

Good Reason. The Executive’s employment with the Company may be terminated by the Executive for Good Reason during the Employment Period either with or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean in the occurrence of any one or more absence of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable consent of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:

Good Reason. The Executive’s employment Executive may be terminated by the Executive terminate his services hereunder for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any one or more of the following events or circumstances, without the Executive’s prior 's express written consent, unless which is not remedied by the Company fully corrects the circumstances constituting Good Reason within twenty (provided such circumstances are capable 20) business days of correction) within forty-five (45) days after the Company’s receipt of the Executive's Notice of Termination (as defined below) delivered by the ExecutiveTermination:

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless described in (i)-(iii) below if the Company fully corrects the circumstances constituting Good Reason (provided fails to cure such circumstances are capable of correction) events within forty-five (45) 20 business days after the Company’s receipt of the Notice of Termination (as defined below) delivered by receiving notice thereof from the Executive:

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by during the Executive without Good ReasonEmployment Period. For purposes of this Agreement, “Good Reason” shall mean mean, subject to the occurrence notice and cure requirements below, a voluntary termination by the Executive within one year following the initial existence of any one or more of the following events conditions occurring during the Employment Period, without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable consent of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:

Good Reason. The Executive’s Executive may terminate his employment may be terminated by the Executive hereunder for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “"Good Reason” " shall mean mean, without the Executives express written consent, the occurrence of any one or more of the following events without the Executive’s prior written consent, unless which is not remedied by the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days a reasonable time after the Company’s receipt of the Executives Notice of Termination (as defined below) delivered by the ExecutiveTermination:

Good Reason. The Executive’s 's employment may be terminated during the Employment Period by the Executive for Good Reason or by the Executive without Good Reason; provided, however that the Executive agrees not to terminate his employment for Good Reason unless (i) the Executive has given the Company at least 30 days' prior written notice of his intent to terminate his employment for Good Reason, which notice shall specify the facts and circumstances constituting Good Reason, and (ii) the Company has not remedied such facts and circumstances constituting Good Reason within such 30 day period. For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executivemean:

Good Reason. The Executive’s Executive may terminate his employment may be terminated by the Executive hereunder for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall will mean the occurrence occurrence, without Executive’s express written consent, of any one or more of the following events without the Executive’s prior written consentcircumstances, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) fully corrected within forty-five thirty (4530) days after following Executive’s written notification of such circumstances to the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:

Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason with or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean in the occurrence absence of any one or more a written consent of the following events without Executive, the Executive’s prior written consent, unless resignation form employment with the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) Parent within forty-five (45) 30 days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executivefollowing: