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

Termination by Employee with Good Reason. Employee may terminate his employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “Good Reason”): (i) Any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employee’s 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 Employee’s titles or offices (including, membership on the Board of Directors) with the Company; (ii) a reduction in Employee’s Base Salary or Bonus opportunity; (iii) the relocation of the Company’s principal executive offices out of Central Florida; (iv) the failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the Agreement or the taking of any action by the Company which would adversely affect Employee’s participation in or reduce Employee’s benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits; (v) any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the Agreement; (vi) the Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company; (vii) the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 10; (viii) any other breach of a material provision of the Agreement by the Company. For purposes of clauses (iii) through (vi) and (ix) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s right to terminate employment with Good Reason shall not be affected by Employee’s incapacity due to mental or physical illness and Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

Termination by Employee with Good Reason. Employee may terminate his employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “Good Reason”): (i) Any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employee’s 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 Employee’s titles or offices (including, membership on the Board of Directors) with the Company; (ii) a A reduction in Employee’s Base Salary or Bonus opportunity; (iii) the The relocation of the Company’s principal executive offices out of Central Floridamore than 50 miles from their present location without satisfactory consultation and mutual consent; (iv) the The failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the Agreement or the taking of any action by the Company which would adversely affect Employee’s participation in or reduce Employee’s benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits; (v) any Any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the Agreement; (vi) the The Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company; (vii) the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 10; (viii) any Any other breach of a material provision of the Agreement by the Company. For purposes of clauses (iii) through (vi) and (ixvii) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s right to terminate employment with Good Reason shall not be affected by Employee’s incapacity due to mental or physical illness and Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

Termination by Employee with Good Reason. Employee may terminate his employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “Good Reason”): (i) Any (A) any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employee’s 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 Employee’s titles or offices (including, membership on the Board of Directors) with the Company; (ii) a reduction in Employee’s Base Salary or Bonus opportunity; (iii) the relocation of the Company’s principal executive offices out of Central Floridafrom Orlando; (iv) the failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the Agreement or the taking of any action by the Company which would adversely affect Employee’s participation in or reduce Employee’s benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits; (v) any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the Agreement; (vi) the Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company; (vii) a Change in Control of the Company; (viii) the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 1012 (a); (viiiix) any other breach of a material provision of the Agreement by the Company. For purposes of clauses (iii) through (vi) and (ix) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s right to terminate employment with Good Reason shall not be affected by Employee’s incapacity due to mental or physical illness and Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

Termination by Employee with Good Reason. Subject to the following paragraph, Employee may terminate the Period of Employment and his employment hereunder for “Good Reason” upon written notice to Employer. For purposes of this Section 7(d), a termination for Good Reason shall mean a termination as a result of (unless otherwise consented to in writing by Employee) (i) the failure to appoint Employee to the positions set forth in Section 1, the alteration of the duties, responsibilities and authority of Employee as set forth in Section 1 in a manner that is materially and adversely inconsistent with good reason anytime such duties, and responsibilities or authority or a change to Employee’s position or title; (ii) a failure by Employer to pay when due any compensation to Employee or to substantially provide any benefit to Employee; (iii) the relocation of Employer’s principal executive offices to a location other than the New York Metropolitan area or relocation of Employee’s own office location from that of the principal offices; (iv) any purported termination of Employee’s employment for Cause which is not effected pursuant to the procedures of Section 7(b) (and for purposes of this Agreement, no such purported termination shall be effective); (v) Employer’s material breach of any material term contained in this Agreement; (vi) a Change in Control (as defined below), or (vii) any requirement that Employee report to anyone other than the Board, the President of Employer or the Chief Executive Officer of Employer. Employee’s right to terminate his employment hereunder for Good Reason shall not be affected by his incapacity due to physical or mental illness. For purposes of this Section 7(d), no action or inaction shall give rise to the right of Employee to terminate the Period of Employment and Employee’s employment hereunder for Good Reason unless a written notice is given by Employee to the Employer within one hundred twenty (120) days after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one occurrence of the following events (each event being referred to herein as “Good Reason”): (i) Any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employee’s 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 Employee’s titles or offices (including, membership on the Board of Directors) with the Company; (ii) a reduction in Employee’s Base Salary or Bonus opportunity; (iii) the relocation of the Company’s principal executive offices out of Central Florida; (iv) the failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the Agreement or the taking of any action by the Company which would adversely affect Employee’s participation in or reduce Employee’s benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits; (v) any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the Agreement; (vi) the Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company; (vii) the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 10; (viii) any other breach of a material provision of the Agreement by the Company. For purposes of clauses (iii) through (vi) and (ix) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s right to terminate employment with Good Reason shall pursuant to this Section 7(d), and such event has not be affected by Employee’s incapacity due to mental or physical illness and been cured within thirty (30) days after such notice. Employee’s continued employment during the one hundred and twenty (120) day period referred to above in this Section 7(d), shall not constitute consent to, or a waiver of rights with respect to, any event act or condition failure to act constituting causeGood Reason hereunder.

Termination by Employee with Good Reason. Employee may terminate his employment with good reason anytime any time after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “Good Reason”): (i) Any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employee’s 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 Employee’s titles or offices (including, membership on the Board of Directors) with the Company; (ii) a A reduction in Employee’s Base Salary or Bonus opportunity; (iii) the The relocation of the Company’s principal executive offices out of Central Floridamore than 50 miles from their present location without satisfactory consultation and mutual consent; (iv) the The failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the Agreement or the taking of any action by the Company which would adversely affect Employee’s participation in or reduce Employee’s benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits; (v) any Any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the Agreement; (vi) the The Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company; (vii) the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 10; (viii) any Any other breach of a material provision of the Agreement by the Company. For purposes of clauses (iii) through (vi) and (ixvii) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s right to terminate employment with Good Reason shall not be affected by Employee’s incapacity due to mental or physical illness and Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

Termination by Employee with Good Reason. Employee may terminate his employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “Good Reason”): (i) Any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employeeemployee’s 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 Employee’s titles or offices (including, membership on the Board of Directors) with the Company; (ii) a reduction in Employee’s Base Salary or Bonus opportunity; (iii) the relocation of the Company’s principal executive offices out of Central Florida; (iv) the failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the Agreement or the taking of any action by the Company which would adversely affect Employee’s participation in or reduce Employee’s benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits; (v) any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the Agreement; (vi) the Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company; (vii) the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 10; (viii) any other breach of a material provision of the Agreement by the Company. For purposes of clauses (iii) through (vi) and (ix) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s right to terminate employment with Good Reason shall not be affected by Employee’s incapacity due to mental or physical illness and Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

Termination by Employee with Good Reason. Employee may terminate his employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “Good Reason”): (i) Any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employee’s 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 Employee’s titles or offices (including, membership on the Board of Directors) with the Company; (ii) a A reduction in Employee’s Base Salary or Bonus opportunity; (iii) the The relocation of the Company’s principal executive offices out of Central Florida; (iv) the The failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the Agreement or the taking of any action by the Company which would adversely affect Employee’s participation in or reduce Employee’s benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits; (v) any Any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the Agreement; (vi) the The Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company; (vii) the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 10; (viii) any Any other breach of a material provision of the Agreement by the Company. For purposes of clauses (iii) through (vi) and (ixvii) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s right to terminate employment with Good Reason shall not be affected by Employee’s incapacity due to mental or physical illness and Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

Termination by Employee with Good Reason. Employee may terminate his her employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “Good Reason”): (i) Any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employee’s 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 Employee’s titles or offices (including, membership on the Board of Directors) with the Company; (ii) a reduction in Employee’s Base Salary or Bonus opportunity; (iii) the relocation of the Company’s principal executive offices out of Central Florida; (iv) the failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the Agreement or the taking of any action by the Company which would adversely affect Employee’s participation in or reduce Employee’s benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits; (v) any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the Agreement; (vi) the Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company; (vii) the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 10; (viii) any other breach of a material provision of the Agreement by the Company. For purposes of clauses (iii) through (vi) and (ix) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s right to terminate employment with Good Reason shall not be affected by Employee’s incapacity due to mental or physical illness and Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

Termination by Employee with Good Reason. Employee may terminate his employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “"Good Reason”"): (i) Any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employee’s 's 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 Employee’s 's titles or offices (including, membership on the Board of Directors) with the Company; (ii) a reduction in Employee’s 's Base Salary or Bonus opportunity; (iii) the relocation of the Company’s 's principal executive offices out of Central FloridaNevada; (iv) the failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the Agreement or the taking of any action by the Company which would adversely affect Employee’s 's participation in or reduce Employee’s 's benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits; (v) any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the Agreement; (vi) the Company’s 's failure to provide in all material respects the indemnification set forth in the Company’s 's Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company; (vii) the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 10; (viii) any other breach of a material provision of the Agreement by the Company. For purposes of clauses (iii) through (vi) and (ix) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s 's right to terminate employment with Good Reason shall not be affected by Employee’s 's incapacity due to mental or physical illness and Employee’s 's continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

Termination by Employee with Good Reason. Employee may terminate his employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “Good Reason”): (i) Any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employee’s Employees 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 Employee’s Employees titles or offices (including, membership on the Board of Directors) with the Company; (ii) a reduction in Employee’s Employees Base Salary or Bonus opportunity; (iii) the relocation of the Company’s Companys principal executive offices out of Central Florida; (iv) the failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the Agreement or the taking of any action by the Company which would adversely affect Employee’s Employees participation in or reduce Employee’s Employees benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits; (v) any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the Agreement; (vi) the Company’s Companys failure to provide in all material respects the indemnification set forth in the Company’s Companys Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company; (vii) the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 10; (viii) any other breach of a material provision of the Agreement by the Company. For purposes of clauses (iii) through (vi) and (ix) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s Employees right to terminate employment with Good Reason shall not be affected by Employee’s Employees incapacity due to mental or physical illness and Employee’s Employees continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

Termination by Employee with Good Reason. Employee may terminate his employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “Good Reason”): (i) Any (A) any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employee’s 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 Employee’s titles or offices (including, membership on the Board of Directors) with the Company; (ii) a reduction in Employee’s Base Salary or Bonus opportunity; (iii) (A) any requirement that Employee travel on Company business to an extent substantially greater than the travel obligations of Employee immediately prior to the date of this Agreement or (B) the relocation of the Company’s principal executive offices out of Central Floridaor Employee’s own office location to a location more than thirty (30) miles from their location immediately prior to the date hereof; (iv) the failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the this Agreement or the taking of any action by the Company which would adversely affect Employee’s participation in or reduce Employee’s benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits; (v) any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the this Agreement; (vi) the Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company; (vii) a Change in Control of the Company; (viii) the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 1012 (a); (viiiix) any other breach of a material provision of the this Agreement by the Company. For purposes of clauses (iii) through (vi) and (ix) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s right to terminate employment with Good Reason shall not be affected by Employee’s incapacity due to mental or physical illness and Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

Termination by Employee with Good Reason. Employee may terminate his employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “Good Reason”): (i) Any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employee’s 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 Employee’s titles or offices (including, membership on the Board of Directors) with the Company; (ii) a reduction in Employee’s Base Salary or Bonus opportunity; (iii) the relocation of the Company’s principal executive offices out of Central FloridaMichigan; (iv) the failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the Agreement or the taking of any action by the Company which would adversely affect Employee’s participation in or reduce Employee’s benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits; (v) any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the Agreement; (vi) the Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company; (vii) the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 10; (viii) any other breach of a material provision of the Agreement by the Company. For purposes of clauses (iii) through (vi) and (ix) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s right to terminate employment with Good Reason shall not be affected by Employee’s incapacity due to mental or physical illness and Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

Termination by Employee with Good Reason. Employee may terminate his employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “Good Reason”): (i) Any (A) any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employee’s 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 Employee’s titles or offices (including, membership on the Board of Directors) with the Company; (ii) a reduction in Employee’s Base Salary or Bonus opportunity; (iii) (A) any requirement that Employee travel on Company business to an extent substantially greater than the travel obligations of Employee immediately prior to the date of this Agreement or (B) the relocation of the Company’s principal executive offices out of Central Floridaor Employee’s own office location to a location more than thirty (30) miles from their location immediately prior to the date hereof; (iv) the failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the this Agreement or the taking of any action by the Company which would adversely affect Employee’s participation in or reduce Employee’s benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits; (v) any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the this Agreement; (vi) the Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company; (vii) a Change in Control of the Company; (viii) the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 1012 (a); (viiiix) any other breach of a material provision of the this Agreement by the Company. For purposes of clauses (iii) through (vi) and (ix) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s right to terminate employment with Good Reason shall not be affected by Employee’s incapacity due to mental or physical illness and Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

Termination by Employee with Good Reason. The Employee may terminate his employment with good reason anytime after the Employee has actual knowledge of the occurrence, without the written consent of the Employee, of one of the following events (each event being referred to herein as “Good Reason”): (i) Any (A) any change in the duties or responsibilities (including reporting responsibilities) of the Employee that is inconsistent in any adverse respect with the Employee’s 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 the Employee’s titles or offices (including, membership on the Board of Directors) with the Company; (ii) a reduction in the Employee’s Base Salary or Bonus bonus opportunity; (iii) the relocation of the Company’s principal executive offices out of Central Floridafrom Bermuda; (iv) the failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which the Employee is participating immediately prior to the date of the this Agreement or the taking of any action by the Company which would adversely affect the Employee’s participation in or reduce the Employee’s benefits under any such plan, unless the Employee is permitted to participate in other plans providing the Employee with substantially equivalent benefits; (v) any refusal by the Company to continue to permit the Employee to engage in activities not directly related to the business of the Company which the Employee was permitted to engage in prior to the date of the this Agreement; (vi) the Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between the Employee and Company; (vii) a Change in Control of the Company; (viii) the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 1011(a); (viiiix) any other breach of a material provision of the this Agreement by the Company. For purposes of clauses (iiiiv) through (vi) and (ix) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by the Employee shall not constitute Good Reason. The Employee’s right to terminate employment with Good Reason shall not be affected by the Employee’s incapacity due to mental or physical illness and the Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

Termination by Employee with Good Reason. The Employee may terminate his employment with good reason anytime after the Employee has actual knowledge of the occurrence, without the written consent of the Employee, of one of the following events (each event being referred to herein as “Good Reason”): (i) Any (A) any change in the duties or responsibilities (including reporting responsibilities) of the Employee that is inconsistent in any adverse respect with the Employee’s 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 the Employee’s titles or offices (including, membership on the Board of Directors) with the Company; (ii) a reduction in the Employee’s Base Salary or Bonus bonus opportunity; (iii) the relocation of the Company’s principal executive offices out of Central Floridafrom Bermuda; (iv) the failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which the Employee is participating immediately prior to the date of the this Agreement or the taking of any action by the Company which would adversely affect the Employee’s participation in or reduce the Employee’s benefits under any such plan, unless the Employee is permitted to participate in other plans providing the Employee with substantially equivalent benefits; (v) any refusal by the Company to continue to permit the Employee to engage in activities not directly related to the business of the Company which the Employee was permitted to engage in prior to the date of the this Agreement; (vi) the Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between the Employee and Company; (vii) a Change in Control of the Company; (viii) the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 1011(a); (viiiix) any other breach of a material provision of the this Agreement by the Company. For purposes of clauses (iiiiv) through (vi) and (ix) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by the Employee shall not constitute Good Reason. The Employee’s right to terminate employment with Good Reason shall not be affected by the Employee’s incapacity due to mental or physical illness and the Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

Termination by Employee with Good Reason. The Employee may terminate his her employment with good reason anytime after the Employee has actual knowledge of the occurrence, without the written consent of the Employee, of one of the following events (each event being referred to herein as “Good Reason”): (i) Any (A) any change in the duties or responsibilities (including reporting responsibilities) of the Employee that is inconsistent in any adverse respect with the Employee’s 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 the Employee’s titles or offices (including, membership on the Board of Directors) with the Company; (ii) a reduction in the Employee’s Base Salary or Bonus bonus opportunity; (iii) the relocation of the Company’s principal executive offices out of Central Floridafrom Bermuda; (iv) the failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which the Employee is participating immediately prior to the date of the this Agreement or the taking of any action by the Company which would adversely affect the Employee’s participation in or reduce the Employee’s benefits under any such plan, unless the Employee is permitted to participate in other plans providing the Employee with substantially equivalent benefits; (v) any refusal by the Company to continue to permit the Employee to engage in activities not directly related to the business of the Company which the Employee was permitted to engage in prior to the date of the this Agreement; (vi) the Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between the Employee and Company; (vii) a Change in Control of the Company; (viii) the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 1011(a); (viiiix) any other breach of a material provision of the this Agreement by the Company. For purposes of clauses (iiiiv) through (vi) and (ix) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by the Employee shall not constitute Good Reason. The Employee’s right to terminate employment with Good Reason shall not be affected by the Employee’s incapacity due to mental or physical illness and the Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

Termination by Employee with Good Reason. Employee may terminate his Employee’s employment at any time with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one “Good Reason,” which is any of the following events (each event being referred to herein as “Good Reason”): without the Employee’s express written consent: (i) Any change Company’s failure to comply with a material term of this Agreement; (ii) a substantial and unusual increase in the responsibilities, duties or authority without an offer of additional reasonable compensation as determined reasonably and in good faith by Company in light of compensation for other senior executives of the Company; (iii) a substantial reduction in responsibilities or authority (including reporting responsibilities(A) of Employee that is inconsistent any diminution in any adverse respect with Employee’s position(s), duties, responsibilities title or status with the Company immediately prior Employee ceasing to such change (including any diminution serve as the most senior legal officer of such duties or responsibilities) a publicly traded company within the Company’s affiliated group or (B) an adverse change in Employee’s titles or offices (including, membership on the Board of Directors) with Employee no longer reporting directly to the Company; (ii) a reduction in Employee’s Base Salary or Bonus opportunity; (iii) the relocation Chief Executive Officer of the Company’s principal executive offices out of Central Florida; Company or its successor (including its parent, if applicable), (iv) a requirement for Employee to be based or render a substantial portion of services in an area other than the failure New York City metropolitan area at the principal office of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the Agreement or the taking of any action by the Company which would adversely affect Employee’s participation in or reduce Employee’s benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits; (v) any refusal by a material reduction in the Employee’s base salary or performance bonus opportunity. If Employee elects to terminate Employee’s employment with “Good Reason,” Employee must provide Company to continue to permit Employee to engage in activities not directly related to the business written notice within thirty (30) days following Employee’s knowledge of the Company which Employee was permitted to engage in prior to the date occurrence of the Agreement; event which would constitute Good Reason, after which Company shall have thirty (vi30) the Companydays to cure. If Company has not cured and Employee elects to terminate Employee’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporationemployment, By-Laws, or any other written agreement between Employee and Company; must do so within thirty (vii) the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 10; (viii) any other breach of a material provision of the Agreement by the Company. For purposes of clauses (iii) through (vi) and (ix) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (1030) days after receipt the end of notice thereof given by Employee shall not constitute Good Reason. Employee’s right to terminate employment with Good Reason shall not be affected by Employee’s incapacity due to mental or physical illness and Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting causethe cure period.

Termination by Employee with Good Reason. Employee may terminate his employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “Good Reason”): (i) Any (A) any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any material adverse respect with Employee’s 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 a materially adverse change in Employee’s titles or offices (including, membership on the Board of Directors) with the Company; (ii) a reduction in Employee’s Base Salary or Bonus opportunityPlan eligibility; (iii) the relocation of the Company’s principal executive offices out of Central Floridafrom Bermuda; (iv) the failure of the Company to continue provide Employee eligibility to participate in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan of the Company in which all other Company executives of equal rank with Employee is participating immediately prior are eligible to the date of the Agreement or the taking of any action by the Company which would adversely affect Employee’s participation in or reduce Employee’s benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefitsparticipate; (v) any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the Agreement; (vi) the Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or in any other written agreement between Employee and Company; (vi) a Change in Control of the Company but only if at any time thereafter, Employee ceases to be a direct report of ▇▇▇▇ ▇. ▇▇▇▇▇▇ III; (vii) the failure of the Company to obtain the an assumption agreement from any successor giving rise to obtaining control of the Company as a result of a Change of Control as contemplated in under Section 1011 (a); (viii) any other breach of a material provision of the this Agreement by the Company. For purposes of clauses (iii) through (viiv) and (ixviii) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s right to terminate employment with Good Reason shall not be affected by Employee’s incapacity due to mental or physical illness and Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

Termination by Employee with Good Reason. Employee may terminate his employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “"Good Reason”"): (i) Any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employee’s 's 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 Employee’s 's titles or offices (including, membership on the Board of Directors) with the Company; (ii) a reduction in Employee’s 's Base Salary or Bonus opportunity; (iii) the relocation of the Company’s 's principal executive offices out of Central Florida; (iv) the failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the Agreement or the taking of any action by the Company which would adversely affect Employee’s 's participation in or reduce Employee’s 's benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits; (v) any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the Agreement; (vi) the Company’s 's failure to provide in all material respects the indemnification set forth in the Company’s 's Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company; (vii) the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 10; (viii) any other breach of a material provision of the Agreement by the Company. For purposes of clauses (iii) through (vi) and (ix) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s 's right to terminate employment with Good Reason shall not be affected by Employee’s 's incapacity due to mental or physical illness and Employee’s 's continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

Termination by Employee with Good Reason. Employee may terminate his employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “Good Reason”): (i) Any (A) any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employee’s 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 Employee’s titles or offices (including, membership on the Board of Directors) with the Company; (ii) a reduction in Employee’s Base Salary or Bonus opportunity; (iii) the relocation of the Company’s principal executive offices out of Central Floridafrom Bermuda; (iv) the failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the this Agreement or the taking of any action by the Company which would adversely affect Employee’s participation in or reduce Employee’s benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits; (v) any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the this Agreement; (vi) the Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company; (vii) a Change in Control of the Company; (viii) the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 1012 (a); (viiiix) any other breach of a material provision of the this Agreement by the Company. For purposes of clauses (iii) through (vi) and (ix) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s right to terminate employment with Good Reason shall not be affected by Employee’s incapacity due to mental or physical illness and Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

Termination by Employee with Good Reason. Employee may terminate his her employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “Good Reason”): (i) Any (A) any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employee’s 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 Employee’s titles or offices (including, membership on the Board of Directors) with the Company; (ii) a reduction in Employee’s Base Salary or Bonus opportunity; (iii) the relocation of the Company’s principal executive offices out of Central Floridafrom Bermuda; (iv) the failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the Agreement or the taking of any action by the Company which would adversely affect Employee’s participation in or reduce Employee’s benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits; (v) any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the Agreement; (vi) the Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company; (vii) a Change in Control of the Company; (viii) the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 1012 (a); (viiiix) any other breach of a material provision of the Agreement by the Company. For purposes of clauses (iii) through (vi) and (ix) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s right to terminate employment with Good Reason shall not be affected by Employee’s incapacity due to mental or physical illness and Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

Termination by Employee with Good Reason. Employee may terminate his employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “Good Reason”): (i) Any (A) any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employee’s 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 Employee’s titles or offices (including, membership on the Board of Directors) with the Company; (ii) a reduction in Employee’s Base Salary or Bonus opportunity; (iii) the relocation of the Company’s principal executive offices out of Central Floridaoffices; (iv) the failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the Agreement or the taking of any action by the Company which would adversely affect Employee’s participation in or reduce Employee’s benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits; (v) any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the Agreement; (vi) the Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company; (vii) a Change in Control of the Company; (viii) the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 1012 (a); (viiiix) any other breach of a material provision of the Agreement by the Company. For purposes of clauses (iii) through (vi) and (ix) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s right to terminate employment with Good Reason shall not be affected by Employee’s incapacity due to mental or physical illness and Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

Termination by Employee with Good Reason. Employee may terminate his employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “"Good Reason”"): (i) Any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employee’s 's 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 Employee’s 's titles or offices (including, membership on the Board of Directors) with the Company; (ii) a reduction in Employee’s 's Base Salary or Bonus opportunity; (iii) the relocation of the Company’s 's principal executive offices out of Central FloridaWyoming; (iv) the failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the Agreement or the taking of any action by the Company which would adversely affect Employee’s 's participation in or reduce Employee’s 's benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits; (v) any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the Agreement; (vi) the Company’s 's failure to provide in all material respects the indemnification set forth in the Company’s 's Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company; (vii) the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 10; (viii) any other breach of a material provision of the Agreement by the Company. For purposes of clauses (iii) through (vi) and (ix) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s 's right to terminate employment with Good Reason shall not be affected by Employee’s 's incapacity due to mental or physical illness and Employee’s 's continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

Termination by Employee with Good Reason. Employee may terminate his employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “Good Reason”): (i) Any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employee’s 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 Employee’s titles or offices (including, membership on the Board of Directors) with the Company; (ii) a A reduction in Employee’s Base Salary or Bonus opportunity; (iii) the The relocation of the Company’s principal executive offices out of Central Floridamore than 100 miles from their present location; (iv) the The failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the Agreement or the taking of any action by the Company which would adversely affect Employee’s participation in or reduce Employee’s benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits; (v) any Any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the Agreement; (vi) the The Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company; (vii) the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 10; (viii) any Any other breach of a material provision of the Agreement by the Company. For purposes of clauses (iii) through (vi) and (ixvii) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s right to terminate employment with Good Reason shall not be affected by Employee’s incapacity due to mental or physical illness and Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

Termination by Employee with Good Reason. Employee may terminate his employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “Good Reason”): (i) Any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employee’s Employees 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 Employee’s Employees titles or offices (including, membership on the Board of Directors) with the Company; (ii) a reduction in Employee’s Employees Base Salary or Bonus opportunity; (iii) the relocation of the Company’s Companys principal executive offices out of Central FloridaWyoming; (iv) the failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the Agreement or the taking of any action by the Company which would adversely affect Employee’s Employees participation in or reduce Employee’s Employees benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits; (v) any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the Agreement; (vi) the Company’s Companys failure to provide in all material respects the indemnification set forth in the Company’s Companys Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company; (vii) the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 10; (viii) any other breach of a material provision of the Agreement by the Company. For purposes of clauses (iii) through (vi) and (ix) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s Employees right to terminate employment with Good Reason shall not be affected by Employee’s Employees incapacity due to mental or physical illness and Employee’s Employees continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.