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

Termination by Executive for Good Reason. The Executive may terminate his employment during the Protected Period for “Good Reason” by giving notice of termination to the Company following (i) any Company Action or (ii) receipt of notice from the Company of the Company’s intention to take any such Company Action. “Company Actions” which may lead to a termination of employment for Good Reason (collectively and severally) are as follows: (a) A reduction by the Company in the Executive’s base salary as in effect immediately prior to the Change in Control; or (b) A change in the Executive’s reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control that results in a material diminution within the Company of title, authority or responsibility; or (c) The assignment to the Executive of any duties or responsibilities that, in any material aspect, are inconsistent with the Executive’s duties and responsibilities with the Company immediately prior to the Change in Control; or (d) A material reduction in target annual incentive opportunity as in effect immediately prior to the Change in Control, expressed as a percentage of base salary; or (e) A requirement by the Company that the Executive be based or perform his duties more than 50 miles from his principal work location immediately prior to the Change in Control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to the Change in Control or, if the Executive consents in writing to any relocation, the failure by the Company to pay (or reimburse the Executive for) all reasonable expenses incurred by him relating to a change of his principal residence in connection with such relocation; or (f) A material reduction in annual target value of long-term incentive awards as in effect immediately prior to the Change in Control (with the value determined in accordance with generally accepted accounting standards); or (g) A failure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 of this Agreement; or (i) Any purported termination of the Executive’s employment by the Company for Total Disability or for Cause that is not carried out (i) pursuant to a Notice of Termination which satisfies the requirements of Section 2.5 and (ii) in accordance with Section 2.3, if applicable; and for purposes of this Agreement, no such purported termination shall be effective.

Termination by Executive for Good Reason. The Executive may may, whether or not his Employment Agreement remains in force, terminate his employment during the Protected Period for “Good Reason” by giving notice of termination to the Company following (i) any action or omission by the Company Action described in this Section 2.4 or (ii) receipt of notice from the Company of the Company’s intention to take any such Company Actionaction or engage in any such omission. “Company Actions” A termination of employment under this Section 2.4 shall be deemed a valid and proper termination of the Employment Agreement if then in force and, to this extent, the parties agree that the Employment Agreement is hereby amended. The actions or omissions which may lead to a termination of employment for Good Reason (herein collectively and severallyseverally “Company Actions”) are as follows: (a) A reduction by the Company in the Executive’s base salary as in effect immediately prior to the Change in Control; or (b) A change in the Executive’s reporting responsibilities, titles responsibilities or offices as in effect immediately prior to a Change in Control that results in a material diminution within the Company of title, authority or responsibility; or (c) The assignment to the Executive of any duties or responsibilities that, in any material aspect, are inconsistent with the Executive’s duties and responsibilities with the Company immediately prior to the Change in Control; or (d) A material reduction in target annual incentive opportunity as in effect immediately prior to the Change in Control, expressed as a percentage of base salary; or (e) A requirement by the Company that the Executive be based or perform his duties more than 50 miles from his principal work the Company’s Corporate Office location immediately prior to the Change in Control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to the Change in Control or, if the Executive consents in writing to any relocation, the failure by the Company to pay (or reimburse the Executive for) all reasonable expenses incurred by him relating to a change of his principal residence in connection with such relocation; or (f) A material reduction in annual target value of long-term incentive awards as in effect immediately prior to the Change in Control (with the value determined in accordance with generally accepted accounting standards); or (g) A failure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 of this Agreement; or (ih) Any purported termination of the Executive’s employment by the Company for Total Disability or for Cause that is not carried out (i) pursuant to a Notice notice of Termination termination which satisfies the requirements of Section 2.5 and (ii) in accordance with Section 2.3, if applicable; and for purposes of this Agreement, no such purported termination shall be effective.

Termination by Executive for Good Reason. The Executive may terminate his employment during the Protected Period for “Good Reason” Reason upon ninety (90) day’s written Notice of Termination. Termination by giving notice Executive of termination to the Company following (i) any Company Action or (ii) receipt of notice from the Company of the Company’s intention to take any such Company Action. “Company Actions” which may lead to a termination of his employment for Good Reason (collectively and severally) are as followsshall have meanings: (a) A reduction by the Company a change in the Executive’s base salary status, position(s) or responsibilities as an officer of Company which, in effect immediately prior to the Change in Control; or (b) A change in the Executive’s reporting responsibilitieshis reasonable judgment, titles or offices as in effect immediately prior to does not represent a Change in Control that results in a material diminution within the Company of promotion from his status, title, authority or responsibility; or (cposition(s) The assignment to the Executive of any duties or responsibilities that, in any material aspect, are inconsistent with the Executive’s duties and responsibilities with the Company immediately prior to the Change in Control; or (d) A material reduction in target annual incentive opportunity as in effect immediately prior to the Change in Control, expressed or the assignment to him of any duties or responsibilities which, in his reasonable judgment, are inconsistent with such status, title or position(s), or any removal of him from or any failure to reappoint or reelect him to such position(s), except in connection with the termination of his employment by Company for Cause, for Disability or as a percentage result of base salary; orExecutive’s death or by Executive as defined in Section 5.3 of this Agreement: (eb) A requirement a reduction by the Company that the Executive be based or perform his duties more than 50 miles from his principal work location in Executive’s Base Salary as in effect immediately prior to the Change in Control; (c) the failure by Company to continue in effect any Plan (as defined in Section 4.4. of this Agreement) in which he is participating at the time of the Change in Control (or Plans providing him with at least substantially similar benefits) other than as a result of the normal expiration of any such Plan in accordance with its terms in effect at the time of the Change in Control, or the taking of any action, or the failure to act, by Company which would adversely affect his continued participation in any of such Plans on at least as favorable a basis to him as is the case on the date of the Change in Control or which would materially reduce his benefits in the future under any of such Plans or deprive him of any material benefit enjoyed by him at the time of the Change in Control; (d) Company’s requiring Executive to be based anywhere other than where Executive’s office is located immediately prior to the Change in Control except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately which Executive undertook on behalf of the Company prior to the Change in Control or, if the Executive consents in writing to any relocation, Control; (e) the failure by the Company to pay obtain from any Successor (or reimburse as hereinafter defined) the Executive for) all reasonable expenses incurred assent to this Agreement contemplated by him relating to a change Section 6.6 of his principal residence in connection with such relocationthis Agreement; orand (f) A material reduction in annual target value of long-term incentive awards as in effect immediately prior to the Change in Control (with the value determined in accordance with generally accepted accounting standards); or (g) A failure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 of this Agreement; or (i) Any purported termination by Company of the Executive’s employment by the Company for Total Disability or for Cause that is not carried out (i) effected pursuant to a Notice of Termination which satisfies satisfying the requirements of Section 2.5 and (ii) in accordance with Section 2.3, if applicable; and 7.1. of this Agreement which purported termination shall not be effective for purposes of this Agreement, no such purported termination shall be effective.

Termination by Executive for Good Reason. The Executive You may terminate his your employment during the Protected Period for “Good Reason” by giving notice of termination to the Company during the Performance Period following (i) any action or omission by the Company Action described in this Section or (ii) receipt of notice from the Company of the Company’s intention to take any such Company Actionaction or engage in any such omission. “Company Actions” The actions or omissions which may lead to a termination of employment for Good Reason (collectively and severally) are as follows: (a) i. A reduction by the Company in the Executive’s your base salary as in effect immediately prior to the Change in Control; or (b) ii. A change in the Executive’s your reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control that results in a material diminution within the Company of title, status, authority or responsibility; or iii. A failure by the Company, without providing substantially similar economic benefits, to (ci) The assignment continue any cash bonus or other incentive plans substantially in the forms in effect immediately prior to the Executive of any duties Change in Control, or responsibilities that, (ii) continue your participation in any material aspect, are inconsistent such plans on at least the same basis as you participated in accordance with the Executive’s duties and responsibilities with the Company plans immediately prior to the Change in Control; or (d) A material reduction in target annual incentive opportunity as in effect immediately prior to the Change in Control, expressed as a percentage of base salary; or (e) iv. A requirement by the Company that the Executive you be based or perform his your duties more anywhere other than 50 miles from his principal work at the location immediately prior to the Change in Control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s your business travel obligations immediately prior to the Change in Control Control; or, if the Executive consents in writing to any relocation, the v. A failure by the Company to pay (or reimburse the Executive for) all reasonable expenses incurred by him relating to a change of his principal residence in connection with such relocation; or (f) A material reduction in annual target value of long-term incentive awards as continue in effect immediately prior to any benefit or other compensation plan (e.g., stock ownership plan, stock purchase plan, stock option plan, life insurance plan, health and accident plan or disability plan) in which you are participating at the time of a Change in Control (or plans providing you with substantially similar economic benefits), or the value determined taking of any action which would adversely affect your participation in accordance with generally accepted accounting standards)or materially reduce your benefits under any such plans; or (g) vi. A failure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 11 of this Agreement; or (i) vii. Any purported termination of the Executive’s your employment by the Company for Total Disability or for Cause that is not carried out (i) pursuant to a Notice notice of Termination termination which satisfies the requirements of Section 2.5 and (ii) in accordance with Section 2.3, if applicable4(c); and for purposes of this Agreement, no such purported termination shall be effective.

Termination by Executive for Good Reason. The Executive may terminate his employment during the Protected Period hereunder for “Good Reason” by giving notice . For purposes of termination to the Company following this Agreement, "Good Reason" shall mean: without Executive's prior written consent, (i) any Company Action or (ii) receipt of notice from the Company of the Company’s intention a material change, adverse to take any such Company Action. “Company Actions” which may lead to a termination of employment for Good Reason (collectively and severally) are as follows: (a) A reduction by the Company Executive, in the Executive’s base salary as in effect immediately prior to the Change in Control; or (b) A change in the Executive’s reporting responsibilities's positions, titles or offices as set forth in effect immediately prior to a Change in Control that results in a material diminution Section 3, or status rank, nature of responsibilities, or authority within the Company Company, except, in such case, in connection with the termination of titleExecutive's employment for Cause, authority Total Disability, Normal Retirement or responsibility; or Approved Early Retirement, or death, (cii) The an assignment to the Executive of any significant duties or responsibilities that, in any material aspect, to Executive which are inconsistent with his positions or offices held under Section 3, (iii) a decrease in Base Salary or other compensation or in any compensation opportunities or a material decrease in the Executive’s duties and responsibilities with the Company immediately prior to the Change in Control; or aggregate benefits provided under this Agreement, (div) A material reduction in target annual incentive opportunity as in effect immediately prior to the Change in Control, expressed as a percentage of base salary; or (e) A requirement by the Company that the Executive be based or perform his duties more than 50 miles from his principal work location immediately prior to the Change in Control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to the Change in Control or, if the Executive consents in writing to any relocation, the other failure by the Company to pay perform any material obligation under, or breach by the Company of any material provision of, this Agreement, (v) the Company's election not to further extend the Term under Section 2, (vi) a relocation of the Corporate Offices of the Company more than 35 miles from the latest location of such offices prior to such relocation, (vii) any failure to secure the agreement of any successor corporation or other entity to the Company to fully assume the Company's obligations under this Agreement in a form reasonably acceptable to Executive, and (viii) any attempt by the Company to terminate Executive for Cause which does not result in a valid termination for Cause, except where (x) valid grounds for Cause exist but are corrected as permitted under Section 6(c) or (y) the Company, prior to 35 days after Executive's receipt of a copy of the Cause Statement, revokes the Cause Statement, takes any and all other steps reasonably necessary to retract its allegations of Cause and fully restore Executive to active employment in accordance with the terms of this Agreement, effective immediately prior to the issuance of the Cause Statement, and pays (or reimburse the reimburses Executive for) all reasonable any costs and expenses reasonably incurred by him relating to a change of his principal residence Executive in connection with such relocation; or (f) A material reduction in annual target value of long-term incentive awards as in effect immediately prior attempted termination. Executive shall not be considered to the Change in Control (with the value determined in accordance with generally accepted accounting standards); or (g) A failure by have terminated for Good Reason unless Executive shall have provided the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 of this Agreement; or (i) Any purported termination with written notice of the Executive’s employment by specific reasons for such termination within ninety (90) days after he has actual knowledge of the event that is the basis for such termination and (except in the case of a termination pursuant to clause (viii) of the preceding sentence) affords the Company for Total Disability or for Cause that is not carried out at least thirty (i30) pursuant days to a Notice of Termination which satisfies cure the requirements of Section 2.5 and (ii) in accordance with Section 2.3, if applicable; and for purposes of this Agreement, no such purported termination shall be effectivealleged conduct.

Termination by Executive for Good Reason. The Executive may may, whether or not his Employment Agreement remains in force, terminate his employment during the Protected Period for “Good Reason” by giving notice of termination to the Company following (i) any action or omission by the Company Action described in this Section 2.4 or (ii) receipt of notice from the Company of the Company’s intention to take any such Company Actionaction or engage in any such omission. “Company Actions” A termination of employment under this Section 2.4 shall be deemed a valid and proper termination of the Employment Agreement if then in force and, to this extent, the parties agree that the Employment Agreement is hereby amended. The actions or omissions which may lead to a termination of employment for Good Reason (herein collectively and severallyseverally “Company Actions”) are as follows: (a) A reduction by the Company in the Executive’s base salary as in effect immediately prior to the Change in ControlControl or a failure by the Company to increase the Executive’s base salary each year during the Protected Period by an amount which at least equals, on a percentage basis, the annual increase in the Consumer Price Index for Urban Workers (CPI-U) for the applicable year; or (b) A change in the Executive’s reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control that results in a material diminution within the Company of title, status, authority or responsibility; or (c) The assignment to the Executive of any positions, duties or responsibilities that, in any material aspect, are inconsistent with the Executive’s positions, duties and responsibilities with the Company immediately prior to the Change in ControlControl or an expansion of such duties and responsibilities without the Executive’s written consent; or (d) A material reduction failure by the Company, without providing substantially similar economic benefits, to (i) continue any cash bonus or other incentive plans substantially in target annual incentive opportunity as the forms in effect immediately prior to the Change in Control, expressed or (ii) continue the Executive as a percentage of base salaryparticipant in such plans on at least the same basis as the Executive participated in accordance with the plans immediately prior to the Change in Control; or (e) A requirement by the Company that the Executive be based or perform his duties more anywhere other than 50 miles from his principal work at the Company’s Corporate Office location immediately prior to the Change in Control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to the Change in Control or, if the Executive consents in writing to any relocation, the failure by the Company to pay (or reimburse the Executive for) all reasonable expenses incurred by him relating to a change of his principal residence in connection with such relocationrelocation and to indemnify the Executive against any loss realized on the sale of his principal residence in connection with any such change of residence (loss is defined as the difference between the actual sale price of such residence and the higher of (i) the aggregate investment in such residence (including improvements thereto) or (ii) the fair market value of such as determined by a real estate appraiser designated by the Executive and reasonably satisfactory to the Company); or (f) A material reduction in annual target value of long-term incentive awards as failure by the Company to continue in effect immediately prior to any benefit or other compensation plan (e.g., stock ownership plan, stock purchase plan, stock option plan, life insurance plan, health and accident plan or disability plan) in which the Executive is participating at the time of a Change in Control (or plans providing the Executive with substantially similar economic benefits), or the value determined taking of any action which would adversely affect the Executive’s participation in accordance with generally accepted accounting standards)or materially reduce the Executive’s benefits under any of such plans; or (g) The Company’s failure to provide the Executive with the number of paid vacation days to which he is entitled in accordance with the Company’s normal vacation practices with respect to the Executive at the time of the Change in Control; or (h) A failure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 7 of this Agreement; or (i) Any purported termination of the Executive’s employment by the Company for Total Disability or for Cause that is not carried out (i) pursuant to a Notice notice of Termination termination which satisfies the requirements of Section 2.5 and or (ii) in accordance with Section 2.3, if applicable; and for purposes of this Agreement, no such purported termination shall be effective.

Termination by Executive for Good Reason. The Executive may may, whether or not his Employment Agreement remains in force, terminate his employment during the Protected Period for “Good Reason” by giving notice of termination to the Company following (i) any action or omission by the Company Action described in this Section 2.4 or (ii) receipt of notice from the Company of the Company’s intention to take any such Company Actionaction or engage in any such omission. “Company Actions” A termination of employment under this Section 2.4 shall be deemed a valid and proper termination of the Employment Agreement if then in force and, to this extent, the parties agree that the Employment Agreement is hereby amended. The actions or omissions which may lead to a termination of employment for Good Reason (herein collectively and severallyseverally “Company Actions”) are as follows: (a) A reduction by the Company in the Executive’s base salary as in effect immediately prior to the Change in ControlControl or a failure by the Company to increase the Executive’s base salary each year during the Protected Period by an amount which at least equals, on a percentage basis, the annual increase in the Consumer Price Index for Urban Workers (CPI-U) for the applicable year; or (b) A change in the Executive’s reporting responsibilities, titles responsibilities or offices as in effect immediately prior to a Change in Control that results in a material diminution within the Company of title, authority or responsibility; or (c) The assignment to the Executive of any duties or responsibilities that, in any material aspect, are inconsistent with the Executive’s duties and responsibilities with the Company immediately prior to the Change in ControlControl or a material expansion of such duties and responsibilities without the Executive’s written consent; or (d) A material reduction failure by the Company, without providing substantially similar economic benefits, to (i) continue any cash bonus or other incentive plans substantially in target annual incentive opportunity as the forms in effect immediately prior to the Change in Control, expressed or (ii) continue the Executive as a percentage of base salaryparticipant in such plans on at least the same basis as the Executive participated in accordance with the plans immediately prior to the Change in Control; or (e) A requirement by the Company that the Executive be based or perform his duties more than 50 miles from his principal work the Company’s Corporate Office location immediately prior to the Change in Control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to the Change in Control or, if the Executive consents in writing to any relocation, the failure by the Company to pay (or reimburse the Executive for) all reasonable expenses incurred by him relating to a change of his principal residence in connection with such relocation; or (f) A material reduction in annual target value of long-term incentive awards as failure by the Company, without providing substantially similar economic benefits, to continue in effect immediately prior to any benefit or other compensation plan (e.g., stock ownership plan, stock purchase plan, stock option plan, life insurance plan, health and accident plan or disability plan) in which the Executive is participating at the time of a Change in Control (or plans providing the Executive with substantially similar economic benefits), or the value determined taking of any action which would adversely affect the Executive’s participation in accordance with generally accepted accounting standards)or materially reduce the Executive’s benefits under any of such plans; or (g) The Company’s failure to provide the Executive with the number of paid vacation days to which he is entitled in accordance with the Company’s normal vacation practices with respect to the Executive at the time of the Change in Control; or (h) A failure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 of this Agreement; or (i) Any purported termination of the Executive’s employment by the Company for Total Disability or for Cause that is not carried out (i) pursuant to a Notice notice of Termination termination which satisfies the requirements of Section 2.5 and or (ii) in accordance with Section 2.3, if applicable; and for purposes of this Agreement, no such purported termination shall be effective.

Termination by Executive for Good Reason. The Executive may terminate his employment during the Protected Period for “Good Reason” by giving notice of termination to the Company following (i) any Company Action or (ii) receipt of notice from the Company of the Company’s intention to take any such Company Action. “Company Actions” which may lead to a termination of employment and this Agreement at .any time for Good Reason (collectively as defined below). A termination of employment and severally) are this Agreement by Executive for Good Reason shall entitle Executive to payments and other benefits as follows: specified in Section 6.3, unless such termination occurs during the Protection Period in which case the payments and benefits in Section 6.4 shall apply. For purposes of this Agreement, the term "Good Reason" means, subject to the notice and cure provisions herein, any of the following actions if taken without Executive's prior written consent: (a) A reduction by the Company in the Executive’s base salary as in effect immediately prior to the Change in Control; or (b) A change in the Executive’s reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control that results in a material diminution within the Company of title, authority or responsibility; or (c) The assignment to the Executive of any duties or responsibilities that, in any material aspect, are inconsistent with the Executive’s duties and responsibilities with position in the Company Corporation that Executive held immediately prior to the assignment; (b) a Change of Control resulting in a significant adverse alteration in the status or conditions of Executive’s participation with the Corporation or other nature of Exeucutive’s responsibilities from those in effect prior to such Change of Control, including any significant alteration in Holder’s responsibilities immediately prior to such Change in Control; or (dc) A material reduction in target annual incentive opportunity as in effect immediately prior to the Change in Control, expressed as a percentage of base salary; or (e) A requirement by the Company that the Executive be based or perform his duties more than 50 miles from his principal work location immediately prior to the Change in Control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to the Change in Control or, if the Executive consents in writing to any relocation, the failure by the Company to pay (or reimburse continue to provide the Executive for) all reasonable expenses incurred with benefits substantially similar to those enjoyed by him relating to a change of his principal residence in connection with such relocation; or (f) A material reduction in annual target value of long-term incentive awards as in effect immediately the Executive prior to the Change in Control such failure; or (with the value determined in accordance with generally accepted accounting standards); or (gd) A failure any other action or inaction that constitutes a material breach by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 of this Agreement; or . To exercise the option to terminate employment for Good Reason, Executive must provide written notice to the Company of Executive's belief that Good Reason exists within sixty (i60) Any purported termination days of the Executive’s employment by initial existence of the Good Reason condition, and that notice shall describe in reasonable detail the condition(s) believed to constitute Good Reason. The Company then shall have thirty (30) days to remedy the Good Reason condition(s). If not remedied within that 30-day period or if the Company notifies Executive that it does not intend to cure such condition(s) before the end of that 30-day period, Executive may submit a notice of termination to the Company; provided, however, that the notice of termination invoking Executive's option to terminate employment for Total Disability or for Cause that is not carried out Good Reason must be given no later than one hundred (i100) pursuant to a Notice of Termination which satisfies days after the requirements of Section 2.5 and (ii) in accordance with Section 2.3date the Good Reason condition first arose; otherwise, if applicable; and for purposes of this Agreement, no such purported termination Executive shall be effectivedeemed to have accepted the condition(s), or the Company's correction of such condition(s), that may have given rise to the existence of Good Reason.

Termination by Executive for Good Reason. The Executive may terminate his employment during the Protected Period for “Good Reason” by giving notice of termination to the Company following (i) any Company Action or (ii) receipt of notice from the Company of the Company’s intention to take any such Company Action. “Company Actions” which may lead to a termination of employment for Good Reason (collectively and severally) are as follows: (a) A reduction by the Company in the Executive’s base salary as in effect immediately prior to the Change in Control; or (b) A change in the Executive’s reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control that results in a material diminution within the Company of title, authority or responsibility; or (c) The assignment to the Executive of any duties or responsibilities that, in any material aspect, are inconsistent with the Executive’s duties and responsibilities with the Company immediately prior to the Change in Control; or (d) A material reduction in target annual incentive opportunity as in effect immediately prior to the Change in Control, expressed as a percentage of base salary; or (e) A requirement by the Company that the Executive be based or perform his duties more than 50 miles from his principal work location immediately prior to the Change in Control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to the Change in Control or, if the Executive consents in writing to any relocation, the failure by the Company to pay (or reimburse the Executive for) all reasonable expenses incurred by him his relating to a change of his principal residence in connection with such relocation; or (f) A material reduction in annual target value of long-term incentive awards as in effect immediately prior to the Change in Control (with the value determined in accordance with generally accepted accounting standards); or (g) A failure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 7 of this Agreement; or (ih) Any purported termination of the Executive’s employment by the Company for Total Disability or for Cause that is not carried out (i) pursuant to a Notice of Termination which satisfies the requirements of Section 2.5 and (ii) in accordance with Section 2.3, if applicable; and for purposes of this Agreement, no such purported termination shall be effective.

Termination by Executive for Good Reason. The Executive may terminate his employment during the Protected Period for “Good Reason” by giving notice of termination to the Company following (i) any Company Action or (ii) receipt of notice from the Company of the Company’s intention to take any such Company Action. “Company Actions” which may lead to a termination of employment for Good Reason (collectively and severally) are as follows: (a) A reduction by the Company in the Executive’s base salary as in effect immediately prior to the Change in Control; or (b) A change in the Executive’s reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control that results in a material diminution within the Company of title, authority or responsibility; or (c) The assignment to the Executive of any duties or responsibilities that, in any material aspect, are inconsistent with the Executive’s duties and responsibilities with the Company immediately prior to the Change in Control; or (d) A material reduction in target annual incentive opportunity as in effect immediately prior to the Change in Control, expressed as a percentage of base salary; or (e) A requirement by the Company that the Executive be based or perform his duties more than 50 miles from his principal work location immediately prior to the Change in Control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to the Change in Control or, if the Executive consents in writing to any relocation, the failure by the Company to pay (or reimburse the Executive for) all reasonable expenses incurred by him relating to a change of his principal residence in connection with such relocation; or (f) A material reduction in annual target value of long-term incentive awards as in effect immediately prior to the Change in Control (with the value determined in accordance with generally accepted accounting standards); or (g) A failure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 of this Agreement; or (ih) Any purported termination of the Executive’s employment by the Company for Total Disability or for Cause that is not carried out (i) pursuant to a Notice of Termination which satisfies the requirements of Section 2.5 and (ii) in accordance with Section 2.3, if applicable; and for purposes of this Agreement, no such purported termination shall be effective.

Termination by Executive for Good Reason. The At any time during the term of this Agreement, the Executive may terminate his employment during the Protected Period for “Good Reason” by giving notice of termination to the Company following (i) any Company Action or (ii) receipt of notice from the Company of the Company’s intention to take any such Company Action. “Company Actions” which may lead to a termination of employment this Agreement for Good Reason (collectively as defined below) by giving the Board of Directors of the Company thirty (30) calendar days written notice of intent to terminate, which notice sets forth in reasonable detail the facts and severallycircumstances claimed to provide a basis for such termination. Upon the expiration of the thirty (30) are day notice period, the Good Reason termination shall become effective, and the Executive shall be entitled to receive the same payments and benefits as followshe would be entitled to receive following an involuntary termination of his employment by the Company without Cause, as specified in Section 5.2 herein within thirty (30) calendar days following the effective date of employment termination. Good Reason shall mean, without the Executive’s express written consent, the occurrence of any one or more of the following: (a) A reduction by the Company in of the Executive’s base salary as in effect immediately prior on the date of this Agreement, or as the same shall be increased from time to the Change time, unless such reduction is (i) replaced by an incentive opportunity of equal value; or (ii) is consistent and proportional with an overall reduction in Control; ormanagement compensation due to extraordinary business conditions, including but not limited to reduced profitability and other financial stress; (b) A change in The assignment of the Executive to duties materially inconsistent with the Executive’s reporting authorities, duties, responsibilities, titles and status (including offices, titles, and reporting requirements), or offices as a reduction or alteration in the nature or status of the Executive’s authorities, duties, or responsibilities from those in effect during the immediately prior to a Change in Control preceding fiscal year, other than an insubstantial and inadvertent act that results in a material diminution within is remedied by the Company promptly after receipt of title, authority or responsibility; ornotice thereof given by the Executive; (c) The assignment to Company requires the Executive of any duties or responsibilities that, in any material aspect, are inconsistent with to be based at a location which is at least fifty (50) miles further from the Executive’s duties and responsibilities with residence than is such residence from the Company immediately prior to the Change in Control; or (d) A material reduction in target annual incentive opportunity as in effect immediately prior to the Change in Control, expressed as a percentage of base salary; or (e) A requirement by the Company that the Executive be based or perform his duties more than 50 miles from his principal work location immediately prior to the Change in ControlCompany’s current headquarters, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to the Change in Control or, if the Executive consents in writing to any relocation, the failure by the Company to pay (or reimburse the Executive for) all reasonable expenses incurred by him relating to a change of his principal residence in connection with such relocation; orobligations; (f) A material reduction in annual target value of long-term incentive awards as in effect immediately prior to the Change in Control (with the value determined in accordance with generally accepted accounting standards); or (gd) A failure by the Company to meet any obligation under Section 4 herein. (e) The failure of the Company to obtain a satisfactory agreement from any successor to the assumption agreement Company to assume and agree to perform this Agreement by any successor as contemplated by Section 6 of this Agreement; or (i) Any purported termination of the Executive’s employment by the Company for Total Disability or for Cause that is not carried out (i) pursuant to a Notice of Termination which satisfies the requirements of Section 2.5 and (ii) in accordance with Section 2.3, if applicable; and for purposes of this Agreement, no such purported termination shall be effective.

Termination by Executive for Good Reason. The Executive may terminate his employment during the Protected Period for “Good Reason” by giving notice of termination to the Company following (i) any action or omission by the Company Action described in this Section 2.4 or (ii) receipt of notice from the Company of the Company’s intention to take any such Company Actionaction or engage in any such omission. “Company Actions” The actions or omissions which may lead to a termination of employment for Good Reason (herein collectively and severallyseverally “Company Actions”) are as follows: (a) A reduction by the Company in the Executive’s base salary as in effect immediately prior to the Change in ControlControl or a failure by the Company to increase the Executive’s base salary each year during the Protected Period by an amount which at least equals, on a percentage basis, the annual increase in the Consumer Price Index for Urban Workers (CPI-U) for the applicable year; or (b) A change in the Executive’s reporting responsibilities, titles responsibilities or offices as in effect immediately prior to a Change in Control that results in a material diminution within the Company of titlestatus, authority or responsibility; or (c) The assignment to the Executive of any positions, duties or responsibilities that, in any material aspect, that are materially inconsistent with the Executive’s positions, duties and responsibilities with the Company immediately prior to the Change in ControlControl or a material expansion of such duties and responsibilities without the Executive’s written consent; or (d) A material reduction failure by the Company, without providing substantially similar economic benefits, to (i) continue any cash bonus or other incentive plans substantially in target annual incentive opportunity as the forms in effect immediately prior to the Change in Control, expressed or (ii) continue the Executive as a percentage of base salaryparticipant in such plans on at least the same basis as the Executive participated in accordance with the plans immediately prior to the Change in Control; or (e) A requirement by the Company that the Executive be based or perform his duties more than 50 miles from his principal work the Company’s Corporate Office location immediately prior to the Change in Control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to the Change in Control or, if the Executive consents in writing to any relocation, the failure by the Company to pay (or reimburse the Executive for) all reasonable expenses incurred by him relating to a change of his principal residence in connection with such relocation; or (f) A material reduction in annual target value of long-term incentive awards as failure by the Company, without providing substantially similar economic benefits, to continue in effect immediately prior to any benefit or other compensation plan (e.g., stock ownership plan, stock purchase plan, stock option plan, life insurance plan, health and accident plan or disability plan) in which the Executive is participating at the time of a Change in Control (or plans providing the Executive with substantially similar economic benefits), or the value determined taking of any action which would adversely affect the Executive’s participation in accordance with generally accepted accounting standards)or materially reduce the Executive’s benefits under any of such plans; or (g) The Company’s failure to provide the Executive with the number of paid vacation days to which he is entitled in accordance with the Company’s normal vacation practices with respect to the Executive at the time of the Change in Control; or (h) A failure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 of this Agreement; or (i) Any purported termination of the Executive’s employment by the Company for Total Disability or for Cause that is not carried out (i) pursuant to a Notice notice of Termination termination which satisfies the requirements of Section 2.5 and or (ii) in accordance with Section 2.3, if applicable; and for purposes of this Agreement, no such purported termination shall be effective.

Termination by Executive for Good Reason. The Executive may terminate his employment during the Protected Period for “Good Reason” by giving notice of termination to the Company following (i) any Company Action or (ii) receipt of notice from the Company of the Company’s intention to take any such Company Action. “Company Actions” which may lead to a termination of employment for Good Reason (collectively and severally) are as follows: (a) A reduction by the Company in the Executive’s base salary as in effect immediately prior to on the Change in ControlStart Date; or (b) A change in the Executive’s reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control on the Start Date that results in a material diminution within the Company of title, authority or responsibility; or (c) The assignment to the Executive of any duties or responsibilities that, in any material aspect, are inconsistent with the Executive’s duties and responsibilities with the Company immediately prior to on the Change in ControlStart Date; or (d) A material reduction in target annual incentive opportunity as in effect immediately prior to on the Change in ControlStart Date, expressed as a percentage of base salary; or (e) A requirement by the Company that the Executive be based or perform his duties more than 50 miles from his principal work location immediately prior to on the Change in ControlStart Date, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to the Change in Control or, if the Executive consents in writing to any relocation, the failure by the Company to pay (or reimburse the Executive for) all reasonable expenses incurred by him relating to a change of his principal residence in connection with such relocation; or (f) A material reduction in annual target value of long-term incentive awards as in effect immediately prior to on the Change in Control Start Date (with the value determined in accordance with generally accepted accounting standards); or (g) A failure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 4 of this Agreement; or (ih) Any purported termination of the Executive’s employment by the Company for Total Disability or for Cause that is not carried out (i) pursuant to a Notice of Termination which satisfies the requirements of Section 2.5 1.4 and (ii) in accordance with Section 2.3, if applicable1.2; and for purposes of this Agreement, no such purported termination shall be effective.

Termination by Executive for Good Reason. The Executive may may, whether or not his Employment Agreement remains in force, terminate his employment during the Protected Period for “"Good Reason” " by giving notice of termination to the Company following (i) any action or omission by the Company Action described in this Section 2.4 or (ii) receipt of notice from the Company of the Company’s 's intention to take any such Company Actionaction or engage in any such omission. “Company Actions” A termination of employment under this Section 2.4 shall be deemed a valid and proper termination of the Employment Agreement if then in force and to this extent the parties agree that the Employment Agreement is hereby amended. The actions or omissions which may lead to a termination of employment for Good Reason (herein collectively and severally) severally "Company Actions" are as follows: (a) A reduction by the Company in the Executive’s 's base salary as in effect on the date hereof or as the same may be increased from time to time or a failure by the Company to increase the Executive's base salary each year during the Protected Period by an amount which at least equals, on a percentage basis, the average percentage increase in base salary for all officers of the Company during the three full calendar years immediately prior to preceding the Change in Control; or (b) A change in the Executive’s 's reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control that results in a material diminution within the Company of title, authority or responsibilityControl; or (c) The assignment to the Executive of any positions, duties or responsibilities that, inconsistent in any material aspect, are inconsistent the good faith opinion of the Executive with the Executive’s 's positions, duties and responsibilities with the Company immediately prior to the Change in Control; or (d) A material reduction failure by the Company (i) to continue any cash bonus or other incentive plans substantially in target annual incentive opportunity as the forms in effect immediately prior to the Change in Control, expressed ) or (ii) to continue the Executive as a percentage of base salaryparticipant in such plans on at least the same basis as the Executive participated in accordance with the plans immediately prior to the Change in Control; or (e) A requirement by the Company that the Executive be based or perform his duties more anywhere other than 50 miles from his principal work at the Company's Corporate Office location immediately prior to the Change in Control, except for required travel on the Company’s 's business to an extent substantially consistent with the Executive’s 's business travel obligations immediately prior to the Change in Control or, if in the event the Executive consents in writing to any relocation, the failure by the Company to pay (or reimburse the Executive for) all reasonable expenses incurred by him relating to a change of his principal residence in connection with such relocationrelocation and to indemnify the Executive against any loss realized on the sale of his principal residence in connection with any such change of residence (loss is defined as the difference between the actual sale price of such residence and the higher of (i) the aggregate investment in such residence (including improvements thereto) or (ii) the fair market value of such as determined by a real estate appraiser designated by the Executive and reasonably satisfactory to the Company); or (f) A material reduction in annual target value of long-term incentive awards as failure by the Company to continue in effect immediately prior to any benefit or other compensation plan (e.g. stock ownership plan, stock purchase plan, stock option plan, life insurance plan, health and accident plan or disability plan) in which the Executive is participating at the time of a Change in Control (or plans providing the Executive with substantially similar benefits), the taking of any action by the Company which would adversely affect the Executive's participation in or materially reduce the Executive's benefits under any of such plans or deprive the Executive of any material fringe benefit enjoyed by him at the time of the Change in Control, or the Company's failure to provide the Executive with the value determined number of paid vacation days to which he is entitled in accordance with generally accepted accounting standards)the Company's normal vacation practices with respect to the Executive at the time of the Change in Control; or (g) A failure fai1ure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 7 of this Agreement; or (ih) Any purported termination of the Executive’s 's employment by the Company for Total Disability or for Cause that is not carried out (i) pursuant to a Notice notice of Termination termination which satisfies the requirements of Section 2.5 and or (ii) in accordance with Section 2.3, if applicable; and for purposes of this Agreement, no such purported termination shall be effective.

Termination by Executive for Good Reason. The Executive may terminate his or her employment during the Protected Period for “Good Reason” Reason by giving notice a Notice of termination Termination to the Company following (i) any action or omission by the Company Action described in this Section 2.4, or (ii) receipt of notice from the Company of the Company’s intention to take any such Company Actionaction or engage in any such omission, in either case, without the written agreement of the Executive. “Company Actions” Actions or omissions which may lead to trigger a termination of employment for “Good Reason Reason” (collectively assuming timely notice and severallyfailure to cure) are as follows: (a) A reduction by the Company in the Executive’s base salary of the Executive; (b) Following a Change in Control, the Company (i) failing to offer the Executive an opportunity to earn Executive Incentive Compensation (which may include annual cash incentives, as well as annual awards of equity interests, deferred compensation and other incentive pay) (an “Executive Incentive Compensation Opportunity”) which is substantially similar, in effect all material respects, to the opportunity offered by the Company to other similarly-situated employees of the Company, or (ii) paying and awarding “Executive Incentive Compensation” to the Executive for any fiscal year in an amount which is materially less (5% or more) than the highest annual Executive Incentive Compensation amount (consisting of annual cash bonuses and the grant date fair market value of restricted stock and deferred compensation awards), paid and awarded to the Executive for any of the three (3) full fiscal years which ended coincident with or immediately prior to the Change in Control; or , or (biii) A change failing to pay such Executive Incentive Compensation solely in the Executive’s reporting responsibilitiesform of cash, titles or offices unless the Executive elects to receive such amount in the same form (e.g., including equity) as in effect immediately prior to a Change in Control that results in a material diminution within other similarly-situated employees of the Company of title, authority or responsibility; orCompany; (c) The assignment to the Executive of any duties or responsibilities that, in any material aspect, are inconsistent with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and or responsibilities with the Company immediately prior to the Change in Control; or (d) A material reduction in target annual incentive opportunity as in effect immediately prior to the Change in Control, expressed as a percentage of base salary; or (e) A requirement or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive, and provided further, that Good Reason shall not be deemed to occur upon a change in duties or responsibilities that is solely and directly a result of the Company no longer being a publicly traded entity; (d) The Company’s (i) requiring the Executive to be based at any office or perform his duties more location after the Change in Control other than 50 miles from his principal work location where the Executive was located immediately prior to the Change in Control, except for required travel on other than in connection with a change in the general location of the Company’s headquarters within the greater Raleigh area if the Executive is relocated to such headquarters, or (ii) after the Change in Control, requiring the Executive to travel on Company business to an a substantially greater extent substantially consistent with the Executive’s business travel obligations than required immediately prior to the Change in Control orControl; (e) The Company’s reduction in the amount of the Company-sponsored term life insurance maintained on the Executive’s life as of the Change in Control, if the Executive consents in writing to any relocation, or the failure by the Company to pay (or reimburse any premium on such life insurance which becomes due during the Executive for) all reasonable expenses incurred by him relating to a change of his principal residence in connection with such relocationProtected Period; or (f) A material reduction in annual target value An agreement between the Board (or board of long-term incentive awards as in effect immediately prior directors or similar governing body of any successor to the Change in Control (with Company) and Executive that employment should be terminated for any reason other than Cause or Disability; provided that, to the value determined in accordance with generally accepted accounting standards); or (g) A failure by extent curable, the Executive has provided the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 of this Agreement; or (i) Any purported termination of the Executive’s employment by the Company for Total Disability or for Cause that is not carried out (i) pursuant to a Notice of Termination which satisfies (within sixty (60) days of having knowledge of the requirements circumstances alleged to constitute Good Reason) and a period of Section 2.5 at least fifteen (15) days to cure such circumstances, and (ii) in accordance with Section 2.3the Company fails to effect such cure within such period. In addition, if applicable; and the Executive delivers a Notice of Termination to the Company, or its successor, for purposes any reason during the thirty (30) day period immediately following the first anniversary of this Agreementthe Change in Control, no such purported termination the Executive shall be effectivedeemed to have terminated his or her employment for Good Reason, provided the Company may require the Executive to continue rendering services to the Company in the same capacity for up to thirty (30) days following receipt of such Notice of Termination.

Termination by Executive for Good Reason. The Executive may terminate his employment during the Protected Period for “Good Reason” Reason upon ninety (90) day’s written Notice of Termination. Termination by giving notice Executive of termination to the Company following (i) any Company Action or (ii) receipt of notice from the Company of the Company’s intention to take any such Company Action. “Company Actions” which may lead to a termination of his employment for Good Reason (collectively and severally) are as followsshall have meanings: (a) A reduction by the Company a change in the Executive’s base salary status, position(s) or responsibilities as an officer of Company which, in effect immediately prior to the Change in Control; or (b) A change in the Executive’s reporting responsibilitieshis reasonable judgment, titles or offices as in effect immediately prior to does not represent a Change in Control that results in a material diminution within the Company of promotion from his status, title, authority or responsibility; or (cposition(s) The assignment to the Executive of any duties or responsibilities that, in any material aspect, are inconsistent with the Executive’s duties and responsibilities with the Company immediately prior to the Change in Control; or (d) A material reduction in target annual incentive opportunity as in effect immediately prior to the Change in Control, expressed or the assignment to him of any duties or responsibilities which, in his reasonable judgment, are inconsistent with such status, title or position(s), or any removal of him from or any failure to reappoint or reelect him to such position(s), except in connection with the termination of his employment by Company for Cause, for Disability or as a percentage result of base salary; orExecutive’s death or by Executive as defined in Section 5.3 of this Agreement: (eb) A requirement a reduction by the Company that the Executive be based or perform his duties more than 50 miles from his principal work location in Executive’s Base Salary as in effect immediately prior to the Change in Control; (c) the failure by Company to continue in effect any Plan (as defined in Section 4.4. of this Agreement) in which he is participating at the time of the Change in Control (or Plans providing him with at least substantially similar benefits) other than as a result of the normal expiration of any such Plan in accordance with its terms in effect at the time of the Change in Control, or the taking of any action, or the failure to act, by Company which would adversely affect his continued participation in any of such Plans on at least as favorable a basis to him as is the case on the date of the Change in Control or which would materially reduce his benefits in the future under any of such Plans or deprive him of any material benefit enjoyed by him at the time of the Change in Control; (d) Company’s requiring Executive to be based anywhere other than where Executive’s office is located (including Houston, Texas) immediately prior to the Change in Control except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately which Executive undertook on behalf of the Company prior to the Change in Control or, if the Executive consents in writing to any relocation, Control; (e) the failure by the Company to pay obtain from any Successor (or reimburse as hereinafter defined) the Executive for) all reasonable expenses incurred assent to this Agreement contemplated by him relating to a change Section 6.6 of his principal residence in connection with such relocationthis Agreement; orand (f) A material reduction in annual target value of long-term incentive awards as in effect immediately prior to the Change in Control (with the value determined in accordance with generally accepted accounting standards); or (g) A failure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 of this Agreement; or (i) Any purported termination by Company of the Executive’s employment by the Company for Total Disability or for Cause that is not carried out (i) effected pursuant to a Notice of Termination which satisfies satisfying the requirements of Section 2.5 and (ii) in accordance with Section 2.3, if applicable; and 7.1. of this Agreement which purported termination shall not be effective for purposes of this Agreement, no such purported termination shall be effective.

Termination by Executive for Good Reason. The At any time prior to a “Change in Control” (as defined below) of the Company, Executive may terminate his employment during the Protected Period for “Good Reason” by giving 30 days’ written notice of termination thereof to the Board of Directors following the occurrence of a material breach of this Agreement by the Company, provided the Company following (i) shall have a reasonable time, not to exceed 20 days in any Company Action or (ii) event, after the receipt of such notice from in which to cure the Company breach specified in such notice. At any time following a Change in Control of the Company, Executive may terminate his employment by giving 30 days’ written notice thereof to the Board of Directors following the occurrence of any of the following events (without Executive’s intention prior written consent), provided that the Company shall have a reasonable time, not to take exceed 20 days in any event, after the receipt of such Company Action. “Company Actions” notice in which may lead to a termination of employment for Good Reason (collectively and severally) are as follows: cure the conduct or cause specified in such notice: (a) A a material reduction in Executive’s positions, duties and responsibilities with the Company from those in effect immediately prior to the Change in Control; provided the election of a new Chief Executive Officer or Chairman of the Board of Directors, as provided in Section 10 of this Agreement, shall not be considered a material reduction for purposes of this subsection (a); (b) the reduction by the Company in the Executive’s rate of annual base salary as in effect immediately prior to the Change in Control; or (b) A change in the Executive’s reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control that results in a material diminution within the Company of title, authority or responsibility; or (c) The assignment a material reduction in the benefits or vacation time which had theretofore been provided to Executive other than as a part of an overall program applied uniformly and with equitable effect to all members of the senior management of the Company; (d) the relocation of the office or place where Executive of any duties or responsibilities that, in any material aspect, are inconsistent with normally reports for work to a location more than fifty (50) miles distant from the Executive’s duties and responsibilities with the Company location where Executive normally reported for work immediately prior to the Change in Control; or (d) A material reduction in target annual incentive opportunity as in effect immediately prior to the Change in Control, expressed as a percentage of base salary; or or (e) A requirement by the Company that the Executive be based or perform his duties more than 50 miles from his principal work location immediately prior to the Change in Control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to the Change in Control or, if the Executive consents in writing to any relocation, the failure by the Company to pay (or reimburse the Executive for) all reasonable expenses incurred by him relating obtain a satisfactory agreement from any successor to a change of his principal residence in connection with such relocation; or (f) A material reduction in annual target value of long-term incentive awards as in effect immediately prior to the Change in Control (with the value determined in accordance with generally accepted accounting standards); or (g) A failure by the Company to obtain the assumption agreement assume and agree to perform this Agreement by any successor as contemplated by Section 6 of the Company’s obligations under this Agreement; or (i) Any purported . In the event of termination of the Executive’s employment for Good Reason under this Section 5.04.2 or by the Company for Total Disability or for Cause that is not carried out (i) Executive pursuant to a Notice of Termination which satisfies the requirements of Section 2.5 and (ii) in accordance with Section 2.3, if applicable; and for purposes 10 of this Agreement, no such purported termination the Company shall pay to and Executive shall be effectiveentitled to receive the same compensation and benefits as if Executive had been terminated without Cause under Section 5.03 of this Agreement. Executive shall only be entitled to such compensation and benefits if Executive signs a general release of claims in a form acceptable to the Company. If Executive does not sign such a general release of claims, Executive shall not be entitled to receive any further compensation under the provisions of this Agreement after the date of termination. Any payment made under this Section 5.04.2 will be paid according to the Company’s normal payroll schedule and policies (including, without limitation, payment in periodic installments).

Termination by Executive for Good Reason. The Executive may may, whether or not his Employment Agreement remains in force, terminate his employment during the Protected Period for “"Good Reason” " by giving notice of termination to the Company following (i) any action or omission by the Company Action described in this Section 2.4 or (ii) receipt of notice from the Company of the Company’s 's intention to take any such Company Actionaction or engage in any such omission. “Company Actions” A termination of employment under this Section 2.4 shall be deemed a valid and proper termination of the Employment Agreement if then in force and to this extent the parties agree that the Employment Agreement is hereby amended. The actions or omissions which may lead to a termination of employment for Good Reason (herein collectively and severallyseverally "Company Actions") are as follows: (a) A reduction by the Company in the Executive’s 's base salary as in effect on the date hereof or as the same may be increased from time to time or a failure by the Company to increase the Executive's base salary each year during the Protected Period by an amount which at least equals, on a percentage basis, the average percentage increase in base salary for all officers of the Company during the three full calendar years immediately prior to preceding the Change in Control; or (b) A change in the Executive’s 's reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control that results in a material diminution within the Company of title, authority or responsibilityControl; or (c) The assignment to the Executive of any positions, duties or responsibilities that, inconsistent in any material aspect, are inconsistent the good faith opinion of the Executive with the Executive’s 's positions, duties and responsibilities with the Company immediately prior to the Change in Control; or (d) A material reduction failure by the Company (i) to continue any cash bonus or other incentive plans substantially in target annual incentive opportunity as the forms in effect immediately prior to the Change in Control, expressed or (ii) to continue the Executive as a percentage of base salaryparticipant in such plans on at least the same basis as the Executive participated in accordance with the plans immediately prior to the Change in Control; or (e) A requirement by the Company that the Executive be based or perform his duties more anywhere other than 50 miles from his principal work at the Company's Corporate Office location immediately prior to the Change in Control, except for required travel on the Company’s 's business to an extent substantially consistent with the Executive’s 's business travel obligations immediately prior to the Change in Control or, if in the event the Executive consents in writing to any relocation, the failure by the Company to pay (or reimburse the Executive for) all reasonable expenses incurred by him relating to a change of his principal residence in connection with such relocationrelocation and to indemnify the Executive against any loss realized on the sale of his principal residence in connection with any such change of residence (loss is defined as the difference between the actual sale price of such residence and the higher of (i) the aggregate investment in such residence (including improvements thereto) or (ii) the fair market value of such as determined by a real estate appraiser designated by the Executive and reasonably satisfactory to the Company); or (f) A material reduction in annual target value of long-term incentive awards as failure by the Company to continue in effect immediately prior to any benefit or other compensation plan (e.g., stock ownership plan, stock purchase plan, stock option plan, life insurance plan, health and accident plan or disability plan) in which the Executive is participating at the time of a Change in Control (or plans providing the Executive with substantially similar benefits), the taking of any action by the Company which would adversely affect the Executive's participation in or materially reduce the Executive's benefits under any of such plans or deprive the Executive of any material fringe benefit enjoyed by him at the time of the Change in Control, or the Company's failure to provide the Executive with the value determined number of paid vacation days to which he is entitled in accordance with generally accepted accounting standards)the Company's normal vacation practices with respect to the Executive at the time of the Change in Control; or (g) A failure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 7 of this Agreement; or (ih) Any purported termination of the Executive’s 's employment by the Company for Total Disability or for Cause that is not carried out (i) pursuant to a Notice notice of Termination termination which satisfies the requirements of Section 2.5 and or (ii) in accordance with Section 2.3, if applicable; and for purposes of this Agreement, no such purported termination shall be effective.

Termination by Executive for Good Reason. The Executive may terminate this Agreement and his employment during the Protected Period with Company for “"Good Reason” by giving " if Company takes any of the following actions and fails to rescind or cure such action prior to the expiration of the thirty (30) day period following the Company's receipt of a written notice of termination from Executive for Good Reason, which notice, to the Company following (i) any Company Action or (ii) receipt of notice from the Company be effective, must set forth a description in reasonable detail of the Company’s intention event or action entitling Executive to take any such Company Action. “Company Actions” which may lead to a termination of terminate his employment for "Good Reason (collectively and severally) are as followsReason" pursuant to this Section 5.3: (a) A reduction by the Company significantly reduces Executive's responsibilities and status within Company, or changes his title(s) or position(s) with Company in a manner or to an extent that such reduction or change (as the case may be) constitutes or would generally be considered to constitute a demotion of Executive’s base salary , unless such reduction or change is made as in effect immediately prior a result of (A) Executive's Disability or (B) any acts or omissions of Executive or other occurrence that would entitle Company to the Change in Controlterminate Executive's employment for Cause; or (b) A change in Company reduces Executive's Base Salary below the amount thereof as prescribed by this Agreement, unless such reduction is made (A) as part of an across-the-board cost cutting measure that is applied equally or proportionately to all senior executives of Company, rather than discriminatorily against and to the detriment of Executive’s reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control that results in a material diminution within (B) by and at the election of the Company due to Executive's Disability or any acts or omissions of title, authority Executive or responsibility; orother occurrence that would entitle Company to terminate Executive's employment for Cause; (c) The assignment Company discontinues or reduces Executive's bonus compensation award opportunities under any bonus compensation plan or program in which he is then eligible to participate and is participating, unless such discontinuance or reduction (A) is expressly permitted under the terms of such plan or program, or (B) is a result of a policy of Company applied equally or proportionately to all senior executives of Company and not discriminatorily against and to the detriment of Executive, or (C) is the result of the replacement of such plan or program with another bonus compensation plan or program in which Executive of any duties or responsibilities that, in any material aspect, are inconsistent with the Executive’s duties and responsibilities with the Company immediately prior to the Change in Controlis afforded substantially comparable bonus compensation opportunities; or (d) A material Company discontinues Executive's participation in any employee benefit plan maintained by Company in which Executive is then participating, unless such discontinuance is (A) expressly permitted by the terms of that Plan, or (B) due to a change in applicable law or the loss of or reduction in target annual incentive opportunity as in effect immediately prior the tax deductibility to Company of the contributions to or payments made under such Plan, or (C) the result of a policy or action of Company that is applied equally or proportionately to all senior executives of Company and not discriminatorily against and to the Change detriment of Executive, or (D) the result of the adoption of one or more other employee benefit plans providing reasonably comparable benefits (in Control, expressed as a percentage terms of base salaryvalue) to Executive; or (e) A requirement by the The relocation of Executive to an office (other than Company that the Executive be based or perform his duties 's headquarters offices) located more than 50 thirty (30) miles further from his principal work Executive's then current office location immediately prior to the Change in Control, except (other than for temporary assignments or required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to the Change in Control or, if the Executive consents in writing to any relocation, the failure by the Company to pay (or reimburse the Executive for) all reasonable expenses incurred by him relating to a change of his principal residence in connection with such relocationthe performance by Executive of his duties for Company); or (f) A breach by Company of any of its material reduction in annual target value of long-term incentive awards as in effect immediately prior obligations to the Change in Control (with the value determined in accordance with generally accepted accounting standards); or (g) A failure by the Company to obtain the assumption agreement to perform Executive under this Agreement by which continues uncured for a period of thirty (30) days following written notice thereof from Executive. Notwithstanding the foregoing, however, Executive shall not be entitled to terminate his employment for Good Reason, if (A) Company was required to take any successor as contemplated by of the above-described actions in order to comply with any applicable laws or government regulations or any order, ruling, instruction or determination of any government agency having jurisdiction over Company or any of its affiliates; or (B) Executive fails to give Company written notice of termination of his employment for Good Reason, pursuant to this Section 6 5.3 within ten (10) days of this Agreement; or the earlier of (i) Any purported termination the date Company notifies Executive that Company will be taking one of the Executive’s employment by the Company for Total Disability or for Cause actions set forth above that is not carried out (i) pursuant to a Notice of Termination which satisfies the requirements of Section 2.5 and constitutes Good Reason, (ii) in accordance with Section 2.3, if applicable; and for purposes of this Agreement, no the date any such purported termination shall be effectiveaction is first taken by Company.

Termination by Executive for Good Reason. The At any time prior to a "Change in Control" (as defined below) of the Company, Executive may terminate his employment during the Protected Period for “Good Reason” by giving 30 days' written notice of termination thereof to the Board of Directors following the occurrence of a material breach of this Agreement by the Company, provided the Company following (i) shall have a reasonable time, not to exceed 20 days in any Company Action or (ii) event, after the receipt of such notice from in which to cure the Company breach specified in such notice. At any time following a Change in Control of the Company’s intention , Executive may terminate his employment by giving 30 days' written notice thereof to take the Board of Directors following the occurrence of any of the following events (without Executive's prior written consent), provided that the Company shall have a reasonable time, not to exceed 20 days in any event, after the receipt of such Company Action. “Company Actions” notice in which may lead to a termination of employment for Good Reason (collectively and severally) are as follows: cure the conduct or cause specified in such notice: (a) A a material reduction in Executive's positions, duties and responsibilities with the Company from those in effect immediately prior to the Change in Control; provided the election of a new Chief Executive Officer or Chairman of the Board of Directors, as provided in Section 10 of this Agreement, shall not be considered a material reduction for purposes of this subsection (a); (b) the reduction by the Company in the Executive’s 's rate of annual base salary as in effect immediately prior to the Change in Control; or (b) A change in the Executive’s reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control that results in a material diminution within the Company of title, authority or responsibility; or (c) The assignment a material reduction in the benefits or vacation time which had theretofore been provided to Executive other than as a part of an overall program applied uniformly and with equitable effect to all members of the senior management of the Company; (d) the relocation of the office or place where Executive of any duties or responsibilities that, in any material aspect, are inconsistent with normally reports for work to a location more than fifty (50) miles distant from the Executive’s duties and responsibilities with the Company location where Executive normally reported for work immediately prior to the Change in Control; or (d) A material reduction in target annual incentive opportunity as in effect immediately prior to the Change in Control, expressed as a percentage of base salary; or or (e) A requirement by the Company that the Executive be based or perform his duties more than 50 miles from his principal work location immediately prior to the Change in Control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to the Change in Control or, if the Executive consents in writing to any relocation, the failure by the Company to pay (or reimburse the Executive for) all reasonable expenses incurred by him relating obtain a satisfactory agreement from any successor to a change of his principal residence in connection with such relocation; or (f) A material reduction in annual target value of long-term incentive awards as in effect immediately prior to the Change in Control (with the value determined in accordance with generally accepted accounting standards); or (g) A failure by the Company to obtain the assumption agreement assume and agree to perform this Agreement by any successor as contemplated by Section 6 of the Company's obligations under this Agreement; or (i) Any purported . In the event of termination of the Executive’s employment for Good Reason under this Section 5.04.2 or by the Company for Total Disability or for Cause that is not carried out (i) Executive pursuant to a Notice of Termination which satisfies the requirements of Section 2.5 and (ii) in accordance with Section 2.3, if applicable; and for purposes 10 of this Agreement, no such purported termination the Company shall pay to and Executive shall be effectiveentitled to receive the same compensation and benefits as if Executive had been terminated without Cause under Section 5.03 of this Agreement. Executive shall only be entitled to such compensation and benefits if Executive signs a general release of claims in a form acceptable to the Company. If Executive does not sign such a general release of claims, Executive shall not be entitled to receive any further compensation under the provisions of this Agreement after the date of termination. Any payment made under this Section 5.04.2 will be paid according to the Company's normal payroll schedule and policies (including, without limitation, payment in periodic installments).

Termination by Executive for Good Reason. The Executive may terminate his employment during the Protected Period for “Good Reason” by giving notice of termination to the Company following (i) any Company Action or (ii) receipt of notice from the Company of the Company’s intention to take any such Company Action. “Company Actions” which may lead to a termination of employment for Good Reason (collectively and severally) are as follows: (a) A reduction by the Company in the Executive’s base salary as in effect immediately prior to the Change in Control; or (b) A change in the Executive’s reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control that results in a material diminution within the Company of title, authority or responsibility; or (c) The assignment to the Executive of any duties or responsibilities that, in any material aspect, are inconsistent with the Executive’s duties and responsibilities with the Company immediately prior to the Change in Control; or (d) A material reduction in target annual incentive opportunity as in effect immediately prior to the Change in Control, expressed as a percentage of base salary; or (e) A requirement by the Company that the Executive be based or perform his duties more than 50 miles from his principal work location immediately prior to the Change in Control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to the Change in Control or, if the Executive consents in writing to any relocation, the failure by the Company to pay (or reimburse the Executive for) all reasonable expenses incurred by him relating to a change of his principal residence in connection with such relocation; or (f) A material reduction in annual target value of long-term incentive awards as in effect immediately prior to the Change in Control (with the value determined in accordance with generally accepted accounting standards); or (g) A failure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 of this Agreement; or (i) Any purported termination of the Executive’s employment by the Company for Total Disability or for Cause that is not carried out (i) pursuant to a Notice of Termination which satisfies the requirements of Section 2.5 and (ii) in accordance with Section 2.3, if applicable; and for purposes of this Agreement, no such purported termination shall be effective.with

Termination by Executive for Good Reason. The Executive may may, whether ---------------------------------------- or not his Employment Agreement remains in force, terminate his employment during the Protected Period for “"Good Reason” " by giving notice of termination to the Company following (i) any action or omission by the Company Action described in this Section 2.4 or (ii) receipt of notice from the Company of the Company’s 's intention to take any such Company Actionaction or engage in any such omission. “Company Actions” A termination of employment under this Section 2.4 shall be deemed a valid and proper termination of the Employment Agreement if then in force and, to this extent, the parties agree that the Employment Agreement is hereby amended. The actions or omissions which may lead to a termination of employment for Good Reason (herein collectively and severallyseverally "Company Actions") are as follows: (a) A reduction by the Company in the Executive’s 's base salary as in effect on the date hereof or as the same may be increased from time to time or a failure by the Company to increase the Executive's base salary each year during the Protected Period by an amount which at least equals, on a percentage basis, the average percentage increase in base salary for all officers of the Company during the three full calendar years immediately prior to preceding the Change in Control; or (b) A change in the Executive’s 's reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control that results in a material diminution within the Company of title, authority or responsibilityControl; or (c) The assignment to the Executive of any positions, duties or responsibilities that, inconsistent in any material aspect, are inconsistent the good faith opinion of the Executive with the Executive’s 's positions, duties and responsibilities with the Company immediately prior to the Change in Control; or (d) A material reduction failure by the Company (i) to continue any cash bonus or other incentive plans substantially in target annual incentive opportunity as the forms in effect immediately prior to the Change in Control, expressed or (ii) to continue the Executive as a percentage of base salaryparticipant in such plans on at least the same basis as the Executive participated in accordance with the plans immediately prior to the Change in Control; or (e) A requirement by the Company that the Executive be based or perform his duties more anywhere other than 50 miles from his principal work at the Company's Corporate Office location immediately prior to the Change in Control, except for required travel on the Company’s 's business to an extent substantially consistent with the Executive’s 's business travel obligations immediately prior to the Change in Control or, if the Executive consents in writing to any relocation, the failure by the Company to pay (or reimburse the Executive for) all reasonable expenses incurred by him relating to a change of his principal residence in connection with such relocationrelocation and to indemnify the Executive against any loss realized on the sale of his principal residence in connection with any such change of residence (loss is defined as the difference between the actual sale price of such residence and the higher of (i) the aggregate investment in such residence (including improvements thereto) or (ii) the fair market value of such as determined by a real estate appraiser designated by the Executive and reasonably satisfactory to the Company); or (f) A material reduction in annual target value of long-term incentive awards as failure by the Company to continue in effect immediately prior to any benefit or other compensation plan (e.g., stock ownership plan, stock purchase plan, stock option plan, life insurance plan, health and accident plan or disability plan) in which the Executive is participating at the time of a Change in Control (or plans providing the Executive with substantially similar benefits), the taking of any action by the Company which would adversely affect the Executive's participation in or materially reduce the Executive's benefits under any of such plans or deprive the Executive of any material fringe benefit enjoyed by him at the time of the Change in Control, or the Company's failure to provide the Executive with the value determined number of paid vacation days to which he is entitled in accordance with generally accepted accounting standards)the Company's normal vacation practices with respect to the Executive at the time of the Change in Control; or (g) A failure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 7 of this Agreement; or (ih) Any purported termination of the Executive’s 's employment by the Company for Total Disability or for Cause that is not carried out (i) pursuant to a Notice notice of Termination termination which satisfies the requirements of Section 2.5 and or (ii) in accordance with Section 2.3, if applicable; and for purposes of this Agreement, no such purported termination shall be effective.

Termination by Executive for Good Reason. The Executive may terminate his employment during the Protected Period for “Good Reason” by giving notice of termination to the Company following (i) any Company Action or (ii) receipt of notice from the Company of the Company’s intention to take any such Company Action. “Company Actions” which may lead to a termination of employment for Good Reason (collectively and severally) are as follows: (a) A reduction by the Company in the Executive’s base salary as in effect immediately prior to the Change in Control; or (b) A change in the Executive’s reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control that results in a material diminution within the Company of title, authority or responsibility; or (c) The assignment to the Executive of any duties or responsibilities that, in any material aspect, are inconsistent with the Executive’s duties and responsibilities with the Company immediately prior to the Change in Control; or (d) A material reduction in target annual incentive opportunity as in effect immediately prior to the Change in Control, expressed as a percentage of base salary; or (e) A requirement by the Company that the Executive be based or perform his duties more than 50 miles from his principal work location immediately prior to the Change in Control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to the Change in Control or, if the Executive consents in writing to any relocation, the failure by the Company to pay (or reimburse the Executive for) all reasonable expenses incurred by him relating to a change of his principal residence in connection with such relocation; or (f) A material reduction in annual target value of long-term incentive awards as in effect immediately prior to the Change in Control (with the value determined in accordance with generally accepted accounting standards); or (g) A failure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 7 of this Agreement; or (ih) Any purported termination of the Executive’s employment by the Company for Total Disability or for Cause that is not carried out (i) pursuant to a Notice of Termination which satisfies the requirements of Section 2.5 and (ii) in accordance with Section 2.3, if applicable; and for purposes of this Agreement, no such purported termination shall be effective.

Termination by Executive for Good Reason. The Executive may terminate his her employment during the Protected Period for “Good Reason” by giving notice of termination to the Company following (i) any Company Action or (ii) receipt of notice from the Company of the Company’s intention to take any such Company Action. “Company Actions” which may lead to a termination of employment for Good Reason (collectively and severally) are as follows: (a) A reduction by the Company in the Executive’s base salary as in effect immediately prior to the Change in Control; or (b) A change in the Executive’s reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control that results in a material diminution within the Company of title, authority or responsibility; or (c) The assignment to the Executive of any duties or responsibilities that, in any material aspect, are inconsistent with the Executive’s duties and responsibilities with the Company immediately prior to the Change in Control; or (d) A material reduction in target annual incentive opportunity as in effect immediately prior to the Change in Control, expressed as a percentage of base salary; or (e) A requirement by the Company that the Executive be based or perform his her duties more than 50 miles from his her principal work location immediately prior to the Change in Control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to the Change in Control or, if the Executive consents in writing to any relocation, the failure by the Company to pay (or reimburse the Executive for) all reasonable expenses incurred by him her relating to a change of his her principal residence in connection with such relocation; or (f) A material reduction in annual target value of long-term incentive awards as in effect immediately prior to the Change in Control (with the value determined in accordance with generally accepted accounting standards); or (g) A failure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 7 of this Agreement; or (ih) Any purported termination of the Executive’s employment by the Company for Total Disability or for Cause that is not carried out (i) pursuant to a Notice of Termination which satisfies the requirements of Section 2.5 and (ii) in accordance with Section 2.3, if applicable; and for purposes of this Agreement, no such purported termination shall be effective.

Termination by Executive for Good Reason. The Executive may may, whether or not his Employment Agreement remains in force, terminate his employment during the Protected Period for “Good Reason” by giving notice of termination to the Company following (i) any action or omission by the Company Action described in this Section 2.4 or (ii) receipt of notice from the Company of the Company’s intention to take any such Company Actionaction or engage in any such omission. “Company Actions” A termination of employment under this Section 2.4 shall be deemed a valid and proper termination of the Employment Agreement if then in force and, to this extent, the parties agree that the Employment Agreement is hereby amended. The actions or omissions which may lead to a termination of employment for Good Reason (herein collectively and severallyseverally “Company Actions”) are as follows: (a) A reduction by the Company in the Executive’s base salary as in effect immediately prior to the Change in ControlControl or a failure by the Company to increase the Executive’s base salary each year during the Protected Period by an amount which at least equals, on a percentage basis, the annual increase in the Consumer Price Index for Urban Workers (CPI-U) for the applicable year; or (b) A change in the Executive’s reporting responsibilities, titles responsibilities or offices as in effect immediately prior to a Change in Control that results in a material diminution within the Company of title, authority or responsibility; or (c) The assignment to the Executive of any duties or responsibilities that, in any material aspect, are inconsistent with the Executive’s duties and responsibilities with the Company immediately prior to the Change in ControlControl or a material expansion of such duties and responsibilities without the Executive’s written consent; or (d) A material reduction failure by the Company, without providing substantially similar economic benefits, to (i) continue any cash bonus or other incentive plans substantially in target annual incentive opportunity as the forms in effect immediately prior to the Change in Control, expressed or (ii) continue the Executive as a percentage of base salaryparticipant in such plans on at least the same basis as the Executive participated in accordance with the plans immediately prior to the Change in Control; or (e) A requirement by the Company that the Executive be based or perform his duties more than 50 miles from his principal work the Company’s Corporate Office location immediately prior to the Change in Control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to the Change in Control or, if the Executive consents in writing to any relocation, the failure by the Company to pay (or reimburse the Executive for) all reasonable expenses incurred by him relating to a change of his principal residence in connection with such relocation; or (f) A material reduction in annual target value of long-term incentive awards as failure by the Company, without providing substantially similar economic benefits, to continue in effect immediately prior to any benefit or other compensation plan (e.g., stock ownership plan, stock purchase plan, stock option plan, life insurance plan, health and accident plan or disability plan) in which the Executive is participating at the time of a Change in Control (or plans providing the Executive with substantially similar economic benefits), or the value determined taking of any action which would adversely affect the Executive’s participation in accordance with generally accepted accounting standards)or materially reduce the Executive’s benefits under any of such plans; or (g) The Company’s failure to provide the Executive with the number of paid vacation days to which he is entitled in accordance with the Company’s normal vacation practices with respect to the Executive at the time of the Change in Control; or (h) A failure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 7 of this Agreement; or (i) Any purported termination of the Executive’s employment by the Company for Total Disability or for Cause that is not carried out (i) pursuant to a Notice notice of Termination termination which satisfies the requirements of Section 2.5 and or (ii) in accordance with Section 2.3, if applicable; and for purposes of this Agreement, no such purported termination shall be effective.

Termination by Executive for Good Reason. The Executive may terminate his employment during the Protected Period for “"Good Reason” " by giving notice of termination to the Company following (i) any action or omission by the Company Action described in this Section 2.4 or (ii) receipt of notice from the Company of the Company’s 's intention to take any such Company Actionaction or engage in any such omission. “Company Actions” The actions or omissions which may lead to a termination of employment for Good Reason (herein collectively and severallyseverally "Company Actions") are as follows: (a) A reduction by the Company in the Executive’s 's base salary as in effect on the date hereof or as the same may be increased from time to time or a failure by the Company to increase the Executive's base salary each year during the Protected Period by an amount which at least equals, on a percentage basis, the average percentage increase in base salary for all officers of the Company during the three full calendar years immediately prior to preceding the Change in Control; or (b) A change in the Executive’s 's reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control that results in a material diminution within the Company of title, authority or responsibilityControl; or (c) The assignment to the Executive of any positions, duties or responsibilities that, inconsistent in any material aspect, are inconsistent the good faith opinion of the Executive with the Executive’s 's positions, duties and responsibilities with the Company immediately prior to the Change in Control; or (d) A material reduction failure by the Company (i) to continue any cash bonus or other incentive plans substantially in target annual incentive opportunity as the forms in effect immediately prior to the Change in Control, expressed or (ii) to continue the Executive as a percentage of base salaryparticipant in such plans on at least the same basis as the Executive participated in accordance with the plans immediately prior to the Change in Control; or (e) A requirement by the Company that the Executive be based or perform his duties more anywhere other than 50 miles from his principal work at the Company's Corporate Office location immediately prior to the Change in Control, except for required travel on the Company’s 's business to an extent substantially consistent with the Executive’s 's business travel obligations immediately prior to the Change in Control or, if in the event the Executive consents in writing to any relocation, the failure by the Company to pay (or reimburse the Executive for) all reasonable expenses incurred by him relating to a change of his prinicpal residence in connection with such relocation and to indemnify the Executive against any loss realized on the sale of his principal residence in connection with any such relocationchange of residence (loss is defined as the difference between the actual sale price of such residence and the higher of (i) the aggregate investment in such residence (including improvements thereto) or (ii) the fair market value of such as determined by a real estate appraiser designated by the Executive and reasonably satisfactory to the Company); or (f) A material reduction in annual target value of long-term incentive awards as failure by the Company to continue in effect immediately prior to any benefit or other compensation plan (e.g., stock ownership plan, stock purchase plan, stock option plan, life insurance plan, health and accident plan or disability plan) in which the Executive is participating at the time of a Change in Control (or plans providing the Executive with substantially similar benefits), the taking of any action by the Company which would adversely affect the Executive's participation in or materially reduce the Executive's benefits under any of such plans or deprive the Executive of any material fringe benefit enjoyed by him at the time of the Change in Control, or the Company's failure to provide the Executive with the value determined number of paid vacation days to which he is entitled in accordance with generally accepted accounting standards)the Company's normal vacation practices with respect to the Executive at the time of the Change in Control; or (g) A failure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 7 of this Agreement; or (ih) Any purported termination of the Executive’s 's employment by the Company for Total Disability or for Cause that is not carried out (i) pursuant to a Notice notice of Termination termination which satisfies the requirements of Section 2.5 and or (ii) in accordance with Section 2.3, if applicable; and for purposes of this Agreement, no such purported termination shall be effective.

Termination by Executive for Good Reason. The Executive may terminate his employment during the Protected Period this Agreement for Good Reason. For purposes of this Agreement, “Good Reason” by giving notice of termination to the Company following shall mean, without Executive’s express written consent: (i) any a material adverse change made by the Employers which would reduce the Executive’s functions, duties or responsibilities as the Chairman, President and Chief Executive Officer of the Company Action or and Chairman and Chief Executive Officer of the Bank; (ii) receipt of notice from the Company of the Company’s intention to take any such Company Action. “Company Actions” which may lead to a termination of employment for Good Reason (collectively and severally) are as follows: (a) A material reduction by the Company Employers in the Executive’s base salary Base Salary, as the same may be increased from time to time; or (iii) a material reduction by the Employers in effect the amount of Executive’s annual cash incentive bonus, but only to the extent (A) such annual cash incentive bonus (immediately prior to any such reduction) is determined based upon a Board-approved formula, (B) such reduction is disproportionate to Executive as compared to other executive officers of either or both Employers whose annual cash incentive bonus similarly is determined based upon a Board-approved formula, and (C) such reduction is not the Change in Control; or (b) A change in result of the Board’s good faith determination that Executive acted with negligence or otherwise failed to fulfill his duties consistent with customary expectations for Executive’s reporting responsibilitiesposition, titles and the Employers were adversely affected as a result of such negligence or offices as in effect immediately prior to a Change in Control that results in a material diminution within failure; (iv) the Company of title, authority or responsibility; or (c) The assignment to Employers require the Executive of any duties or responsibilities that, in any material aspect, are inconsistent with the Executive’s duties and responsibilities with the Company immediately prior to the Change in Control; or (d) A material reduction in target annual incentive opportunity as in effect immediately prior to the Change in Control, expressed as a percentage of base salary; or (e) A requirement by the Company that the Executive be based or perform his duties at a location more than 50 miles from his principal the Executive’s assigned work location immediately prior to as of the date of the Change in ControlControl (which requirement shall be deemed to be a material change in the geographic location at which the Executive must perform services for the Company and the Bank), except for required travel on business of the Company’s business Employers to an extent substantially consistent with the Executive’s 's present business travel obligations immediately prior to obligations; or (v) the Change in Control or, if Company’s or the Executive consents in writing to any relocation, the failure by the Company to pay (or reimburse the Executive for) all reasonable expenses incurred by him relating to a change of his principal residence in connection with such relocation; or (f) A Bank’s material reduction in annual target value of long-term incentive awards as in effect immediately prior to the Change in Control (with the value determined in accordance with generally accepted accounting standards); or (g) A failure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 breach of this Agreement; or . Notwithstanding the foregoing, Good Reason shall occur only if: (ia) Any purported Executive provides the Employers with a written notice of termination no more than ninety (90) days after the initial occurrence of the Good Reason basis for termination, which notice must set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination for Good Reason (“Notice of Intent to Resign for Good Reason”), and (b) the Employers do not cure the event or events that constitute Good Reason within thirty (30) days after receipt of Executive’s Notice of Intent to Resign for Good Reason (the “Cure Period”). Executive will have sixty (60) days following the end of the Cure Period to terminate Executive’s employment by written notice to the Company Employers if the underlying event or events remain uncured. Good Reason shall, for Total Disability or for Cause that is not carried out (i) pursuant to a Notice of Termination which satisfies the requirements of Section 2.5 and (ii) in accordance with Section 2.3, if applicable; and for all purposes of under this Agreement, no such purported termination shall be effectiveconstrued and administered in manner consistent with the definition of “good reason” under Treasury Regulation § 1.409A-1(n).