Common use of Termination by the Employee Clause in Contracts

Termination by the Employee. The Employee may terminate his employment hereunder for Good Reason. For purposes of this Agreement, "Good Reason" shall mean (A) a change in control of the Company (as defined below), as well as, and as a direct result thereof, (i) a decrease in the total amount of the Employee's base salary below its level in effect on the date hereof, or a decrease in the bonus percentage to which the Employee is entitled, without the Employee's consent, provided, however, nothing herein shall be construed to guarantee the Employee's bonus award if performance is below target, (ii) a reduction in the importance of the Employee's job responsibilities without the Employee's consent, with the determination of whether a reduction in job responsibility has taken place to be in the sole discretion of the Employee or (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten (10) days after notice of such noncompliance has been given by the Employee. Absent written consent, after a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall be deemed consent to such events. A "change in control" shall be deemed to have occurred on (i) the closing date of any merger or consolidation with or into another company and the Company does not survive the transaction or survive only as a subsidiary of another company or (ii) the date on which the Board of Directors becomes aware that any person or group (as such terms are defined in section 13(d) of the Securities Exchange Act of 1934, as amended) has become the holder of 50% or more of the outstanding voting securities of the Company or has the power, directly or indirectly, to designate a majority of the members of the Board of directors.

Termination by the Employee. The Employee This Agreement may terminate be terminated by the Employee, at any time. In the event such termination is for Good Reason within thirty (30) days of a Change of Control (as such terms are hereinafter defined), then the Company shall continue to pay to the Employee, in the same periodic installments as his annual salary was paid, the salary provided for in Section 3.1 (at the annual rate then in effect) until the earlier of (x) the then scheduled expiration of the term hereof or (y) nine (9) months following the date of such termination. In the event the Employee’s employment hereunder is terminated by the Employee for any reason other than Good Reason within thirty (30) days of a Change of Control, the Company shall pay to the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid the Employee. In either case, after the satisfaction of any claim the Company may have against the Employee arising during Employee’s employment with the Company, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. As used herein, the term “Good Reason” shall mean (i) a reduction in the Employee’s annual base salary; or (ii) a change in the Employee’s duties and responsibilities which represents a substantial reduction of the duties and responsibilities which existed immediately prior thereto or the assignment to the Employee of any substantial new duties or responsibilities inconsistent with those which existed immediately prior thereto; or (iii) the requirement by the Company that the Employee (without the consent of the Employee) work out of a location more than fifty (50) miles away from the Employee’s then-current work location, except for reasonably required travel on the Company’s business. For purposes of this Agreement, "Good Reason" shall mean (A) a change in control “Change of the Company (as defined below), as well as, and as a direct result thereof, (i) a decrease in the total amount of the Employee's base salary below its level in effect on the date hereof, or a decrease in the bonus percentage to which the Employee is entitled, without the Employee's consent, provided, however, nothing herein shall be construed to guarantee the Employee's bonus award if performance is below target, (ii) a reduction in the importance of the Employee's job responsibilities without the Employee's consent, with the determination of whether a reduction in job responsibility has taken place to be in the sole discretion of the Employee or (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten (10) days after notice of such noncompliance has been given by the Employee. Absent written consent, after a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall be deemed consent to such events. A "change in control" Control” shall be deemed to have occurred occur (1) on (i) the closing effective date of any merger merger, consolidation, or consolidation with or into another company and reorganization which results in the Company does not survive the transaction or survive only as a subsidiary of another company or (ii) the date on which the Board of Directors becomes aware that any person or group (as such terms are defined in section 13(d) of the Securities Exchange Act of 1934, as amended) has become the holder of 50% or more holders of the outstanding voting securities of the Company (determined immediately prior to such merger or has consolidation) owning less than an majority of the poweroutstanding voting securities of the surviving corporation (determined immediately following such merger or consolidation), or any sale or transfer by the Company of all or substantially all of its assets; or (2) on the date of closing of any tender offer or exchange offer for, or the acquisition, directly or indirectly, to designate by any person or group of, all or a majority of the members then outstanding voting securities of the Board Company. Notwithstanding the foregoing, a Change of directorsControl shall not be deemed to occur if the Company either merges or consolidates with or into another company or sells or disposes of all or substantially all of its assets to another company, if such merger, consolidation, sale or disposition is in connection with a corporate restructuring wherein the stockholders of the Company immediately before such merger, consolidation, sale, or disposition own, directly or indirectly, immediately following such merger, consolidation, sale, or disposition at least a majority of the combined voting power of all outstanding classes of securities of the Company resulting from such merger or consolidation, or to which the Company sells or disposes of its assets, in substantially the same proportion as their ownership in the Company immediately before such merger, consolidation, sale, or disposition.

Termination by the Employee. The This Agreement may be terminated by the Employee, at any time. In the event such termination is for Good Reason within thirty (30) days of a Change of Control (as such terms are hereinafter defined), then the Company shall continue to pay to the Employee may terminate (or his estate or other legal representative in the case of the death of the Employee subsequent to such termination), (i) the salary provided for in Section 3.1 (at the annual rate then in effect), in the same periodic installments as his annual salary was until then paid, until the earlier of (x) the then scheduled expiration of the term hereof, or (y) twelve (12) months following the date of such termination, and (ii) if a discretionary bonus under Section 3.2 has been awarded and approved for the current year, but not yet paid, the discretionary bonus so awarded and approved but not yet paid, pro-rated through the date of such termination (provided, however, that if no such discretionary bonus has been awarded and approved for the current year, but such a discretionary bonus had been awarded, approved, and paid for the immediately preceding year, then the Employee shall receive an amount equal to the immediately preceding year's discretionary bonus, reduced by pro-ration through the date of termination). In the event the Employee's employment hereunder is terminated by the Employee for any reason other than Good Reason, the Company shall pay to the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid the Employee. In either case, after the satisfaction of any claim the Company may have against the Employee arising during Employee's employment with the Company, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. As used herein, the term "Good Reason" shall mean (i) a reduction in the Employee's annual base salary; or (ii) a change in the Employee's duties and responsibilities which represents a substantial reduction of the duties and responsibilities which existed immediately prior thereto or the assignment to the Employee of any substantial new duties or responsibilities inconsistent with those which existed immediately prior thereto; or (iii) the requirement by the Company that the Employee (without the consent of the Employee) work out of a location more than fifty (50) miles away from the Employee's then-current work location, except for reasonably required travel on the Company's business. For purposes of this Agreement, a "Good Reason" shall mean (A) a change Change in control of the Company (as defined below), as well as, and as a direct result thereof, (i) a decrease in the total amount of the Employee's base salary below its level in effect on the date hereof, or a decrease in the bonus percentage to which the Employee is entitled, without the Employee's consent, provided, however, nothing herein shall be construed to guarantee the Employee's bonus award if performance is below target, (ii) a reduction in the importance of the Employee's job responsibilities without the Employee's consent, with the determination of whether a reduction in job responsibility has taken place to be in the sole discretion of the Employee or (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten (10) days after notice of such noncompliance has been given by the Employee. Absent written consent, after a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall be deemed consent to such events. A "change in controlControl" shall be deemed to have occurred occur (1) on (i) the closing effective date of any merger merger, consolidation, or consolidation with or into another company and reorganization which results in the Company does not survive the transaction or survive only as a subsidiary of another company or (ii) the date on which the Board of Directors becomes aware that any person or group (as such terms are defined in section 13(d) of the Securities Exchange Act of 1934, as amended) has become the holder of 50% or more holders of the outstanding voting securities of the Company (determined immediately prior to such merger or has consolidation) owning less than an majority of the poweroutstanding voting securities of the surviving corporation (determined immediately following such merger or consolidation), or any sale or transfer by the Company of all or substantially all of its assets; or (2) on the date of closing of any tender offer or exchange offer for, or the acquisition, directly or indirectly, to designate by any person or group of, all or a majority of the members then outstanding voting securities of the Board Company. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur if the Company either merges or consolidates with or into another company or sells or disposes of directorsall or substantially all of its assets to another company, if such merger, consolidation, sale or disposition is in connection with a corporate restructuring wherein the stockholders of the Company immediately before such merger, consolidation, sale, or disposition own, directly or indirectly, immediately following such merger, consolidation, sale, or disposition at least a majority of the combined voting power of all outstanding classes of securities of the Company resulting from such merger or consolidation, or to which the Company sells or disposes of its assets, in substantially the same proportion as their ownership in the Company immediately before such merger, consolidation, sale, or disposition.

Termination by the Employee. The Employee may terminate his employment hereunder for Good Reason. For purposes of this Agreement, Agreement "Good Reason" shall mean (A) a change in control of the Company (as defined below), as well as(B) any assignment to the Employee of any duties other than those contemplated by, and as a direct result thereofor any limitation of the powers of the Employee in any respect not contemplated by, Section 2 hereof, (iC) any removal of the Employee from or any failure to re-elect the Employee to the position indicated in Section 2 hereof, except in connection with termination of the Employee's employment for Cause or Disability, (D) a decrease reduction in the total amount of the Employee's base salary below its level in effect on the date hereofas it may have been increased from time to time, or a decrease in the bonus percentage to which the Employee is entitled, without the Employee's consent, provided, however, nothing herein shall be construed to guarantee the Employee's bonus award if performance is below target, (ii) a reduction in the importance of the Employee's job responsibilities without the Employee's consent, with the determination of whether a reduction in job responsibility has taken place to be in the sole discretion of the Employee or (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a any other failure by the Company to comply with Section 3 hereof, or (E) failure of the Company to obtain the assumption of the agreement to perform this Agreement by any material provision successor as contemplated in Section 10 hereof. For purposes of this Agreement which has not been cured within ten (10) days after notice Agreement, a "change in control of such noncompliance has been given by the Employee. Absent written consent, after Company" shall mean a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall a nature that would be deemed consent required to such events. A "change be reported in control" shall be deemed response to have occurred on (i) the closing date of any merger or consolidation with or into another company and the Company does not survive the transaction or survive only as a subsidiary of another company or (ii) the date on which the Board of Directors becomes aware that any person or group (as such terms are defined in section 13(dItem 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"); provided that, without limitation, such a change in control shall be deemed to have occurred if (Y) has become any "person" (as such term is used in Section 13(d) and 14(d) of the holder Exchange Act), other than the Company or any "person" who on the date hereof is a director or officer of 50the Company, is or becomes the "beneficial owner" (as defined in Rule 13d- 3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the outstanding combined voting securities power of the Company Company's then outstanding securities, or has (Z) during any period of two consecutive years during the powerterm of this Agreement, directly or indirectly, individuals who at the beginning of such period constitute the Board cease for any reason to designate constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the members directors then in office who were directors at the beginning of the Board of directorsperiod.

Termination by the Employee. The Employee may terminate his employment hereunder for Good Reason. For purposes of this Agreement, Agreement "Good Reason" shall mean (A) a change in control of the Company (as defined below), as well as(B) any assignment to the Employee of any duties other than those contemplated by, and as a direct result thereofor any limitation of the powers of the Employee in any respect not contemplated by, Section 2 hereof, (iC) any removal of the Employee from or any failure to re-elect the Employee to either of the positions indicated in Section 2 hereof, except in connection with termination of the Employee's employment for Cause or Disability, (D) a decrease reduction in the total amount of the Employee's base salary below its level in effect on the date hereofas it may have been increased from time to time, or a decrease in the bonus percentage to which the Employee is entitled, without the Employee's consent, provided, however, nothing herein shall be construed to guarantee the Employee's bonus award if performance is below target, (ii) a reduction in the importance of the Employee's job responsibilities without the Employee's consent, with the determination of whether a reduction in job responsibility has taken place to be in the sole discretion of the Employee or (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a any other failure by the Company to comply with Section 3 hereof, or (E) failure of the Company to obtain the assumption of the agreement to perform this Agreement by any material provision successor as contemplated in Section 10 hereof. For purposes of this Agreement which has not been cured within ten (10) days after notice Agreement, a "change in control of such noncompliance has been given by the Employee. Absent written consent, after Company" shall mean a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall a nature that would be deemed consent required to such events. A "change be reported in control" shall be deemed response to have occurred on (i) the closing date of any merger or consolidation with or into another company and the Company does not survive the transaction or survive only as a subsidiary of another company or (ii) the date on which the Board of Directors becomes aware that any person or group (as such terms are defined in section 13(dItem 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"); provided that, without limitation, such a change in control shall be deemed to have occurred if (Y) has become any "person" (as such term is used in Section 13(d) and 14(d) of the holder Exchange Act), other than the Company or any "person" who on the date hereof is a director or officer of 50the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the outstanding combined voting securities power of the Company Company's then outstanding securities, or has (Z) during any period of two consecutive years during the powerterm of this Agreement, directly or indirectly, individuals who at the beginning of such period constitute the Board cease for any reason to designate constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the members directors then in office who were directors at the beginning of the Board of directorsperiod.

Termination by the Employee. (a) The Employee may terminate the Employee's employment with the Company hereunder at any time and for any reason. Employee must provide to the Company written notice of such termination not less than 60 days prior to the date such termination is to be effective. Upon any termination pursuant to this Section 5.5, the Employee shall be entitled to be paid solely the Employee's salary then in effect through the effective date of termination and any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs of the Company, and (except as specifically set forth in this Agreement) the Company shall have no further liability or other obligation of any kind whatsoever to the Employee in his capacity as such. (b) In addition to the rights to terminate set forth in Section 5.5(a), the Employee may terminate his employment hereunder for Good Reason, as defined in this Section 5.5(b). For purposes of this Agreement, "Good Reason" shall mean means (Ai) a change the assignment to the Employee of duties or responsibilities materially inconsistent with and inferior to his title and position, (ii) any material decrease in control the aggregate compensation of the Company Employee, or any failure to pay such compensation when due (as defined belowother than a failure to pay resulting from mere technical error or mistake), as well or (iii) any demand by the Company that the Employee relocate to a principal office other than the Company's principal executive offices unless consented to by the Employee. In the event of a resignation for Good Reason, Company shall reimburse the Employee for the actual cost of moving expenses reasonably incurred by the Employee in relocating back to the New York, New York metropolitan area, including, without limitation, all reasonable costs and expenses attributable to house-hunting trips by the Employee and/or his spouse, provided, that relocation expenses reimbursed pursuant to this Section 5.5(b) shall not exceed $20,000 in the aggregate. In all respects and for all purposes of this Agreement, a termination by the Employee of his employment hereunder for Good Reason shall have the same effect as, and as shall entitle the Employee to the same rights and benefits as, a direct result thereof, (i) a decrease in the total amount termination of the Employee's base salary below its level in effect on the date hereof, or a decrease in the bonus percentage to which the Employee is entitled, without the Employee's consent, provided, however, nothing herein shall be construed to guarantee the Employee's bonus award if performance is below target, (ii) a reduction in the importance of the Employee's job responsibilities without the Employee's consent, with the determination of whether a reduction in job responsibility has taken place to be in the sole discretion of the Employee or (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a failure employment by the Company to comply with any material provision of without Cause under this Agreement which has not been cured within ten (10) days after notice of such noncompliance has been given by the Employee. Absent written consent, after a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall be deemed consent to such events. A "change in control" shall be deemed to have occurred on (i) the closing date of any merger or consolidation with or into another company and the Company does not survive the transaction or survive only as a subsidiary of another company or (ii) the date on which the Board of Directors becomes aware that any person or group (as such terms are defined in section 13(d) of the Securities Exchange Act of 1934, as amended) has become the holder of 50% or more of the outstanding voting securities of the Company or has the power, directly or indirectly, to designate a majority of the members of the Board of directorsAgreement.

Termination by the Employee. The Employee may terminate his employment hereunder for Good Reasonany reason upon six (6) months prior written notice to that effect delivered to the Employer, unless a shorter notice period is approved by the Chief Executive Officer of the Employer. For purposes The Employee agrees that if he terminates his employment with the Employer under this subparagraph 7(c) or if he elects not to renew the term of this AgreementAgreement pursuant to paragraph 6 above, "Good Reason" he shall mean (A) a change in control devote his full professional time and best efforts to the business and affairs of the Company Employers during such six (as defined below), as well as, 6) month period; and as a direct result thereof, (i) a decrease in the total amount of the Employee's base salary below its level in effect on the date hereof, or a decrease in the bonus percentage Employer agrees to which continue to pay the Employee is entitled, without his Base Salary and any declared bonuses until the Employee's consent, close of such period; provided, however, nothing herein shall be construed that if the Employee fails to guarantee devote his full professional time and best efforts to the Employee's bonus award if performance is below target, (ii) a reduction in the importance business and affairs of the Employee's job responsibilities without Employers during such six (6) month period, the Employee's consent, with the determination of whether a reduction in job responsibility has taken place Employer shall not be obligated to be in the sole discretion of the Employee or (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a failure by the Company to comply with make any material further payments under any provision of this Agreement which has not been cured within ten (10other than to make payments to the Employee of the Base Salary accrued prior to the Employee's breach of his commitment under this subparagraph 7(c) days after notice and such bonuses allocable to the annual period prior to the date of such noncompliance has been given breach, when and in such amounts as are declared by the Employee. Absent written consent, after a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall be deemed consent to such events. A "change in control" shall be deemed to have occurred on (i) the closing date of any merger or consolidation with or into another company and the Company does not survive the transaction or survive only as a subsidiary of another company or (ii) the date on which the Board of Directors becomes aware that any person or group (as such terms are defined in section 13(d) of the Securities Exchange Act Employer. In the event of 1934such breach, as amendedthe Employer shall have the right to pursue all other remedies available at law or in equity. Notwithstanding anything to the contrary in the foregoing, nothing in this subparagraph 7(c) has become is intended to modify the holder Employee's obligations pursuant to paragraphs 10, 11, and 12 of 50% or more of the outstanding voting securities of the Company or has the power, directly or indirectly, to designate a majority of the members of the Board of directorsthis Agreement.

Termination by the Employee. The Employee may elect, by written notice to the Company, such notice to be effective immediately upon receipt by the Company, to terminate his employment hereunder for Good Reason. For purposes if: (1) The Company sells all or substantially all of this Agreement, "Good Reason" shall mean its assets; (A2) The Company merges or consolidates with another business entity in a change in control transaction immediately following which the holders of all of the outstanding shares of the voting capital stock of the Company (as defined below), as well as, and as own less than a direct result thereof, (i) a decrease in the total amount majority of the Employee's base salary below its level in effect on outstanding shares of the date hereof, voting capital stock of the resulting entity (whether or a decrease in not the bonus percentage to which resulting entity is the Employee is entitled, without the Employee's consent, Company); provided, however, nothing herein that the Employee shall not be construed permitted to guarantee terminate his employment under this subsection unless he notifies the Employee's bonus award if performance is below target, (ii) a reduction Company in the importance writing that he does not approve of the Employee's job responsibilities without directors selected to serve on the Employee's consent, with Board after the determination of whether a reduction in job responsibility has taken place to be in the sole discretion merger or similar transaction described herein; (3) More than fifty (50%) percent of the Employee or (iii) a geographical relocation outstanding shares of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten (10) days after notice of such noncompliance has been given by the Employee. Absent written consent, after a change in control voting capital stock of the Company (as defined below), no action or inaction are acquired by the Employee within ninety (90) days following the occurrence of the events described above shall be deemed consent to such events. A "change in control" shall be deemed to have occurred on (i) the closing date of any merger or consolidation with or into another company and the Company does not survive the transaction or survive only as a subsidiary of another company or (ii) the date on which the Board of Directors becomes aware that any person or group (as such terms are defined used in section Section 13(d) of the Securities Exchange Act of 1934, as amended) has become ), which person or group includes neither the holder Employee nor the holders of 50% or more the majority of the outstanding shares of the voting securities capital stock of the Company on the date hereof; provided, however, that the Employee shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or has similar transaction described herein; (4) The Company assigns to the powerEmployee duties which would require him, directly or indirectlyas a practical matter, to designate a majority relocate outside the greater charleston metropolitan area or assigns him duties that are not commensurate with his position as the CEO of the members Company; (5) The Employee is removed as a member of the Board of directorsDirectors; (6) The Company defaults in making any of the payments required under this Agreement and said default continues for a thirty (30) day period after the Employee has given the Company written notice of the payment default. If the Employee elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay to the Employee his salary as provided in Section 3(a) hereof through the end of the Term; (2) the Company shall continue to provide to the Employee the benefits provided in Section 6 hereof through the end of the Term; and (3) all of the options granted to the Employee hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Employee not been so terminated.

Termination by the Employee. (a) The Employee may terminate his employment hereunder for Good Reason. For purposes of this Agreement, "Good Reason" shall mean (A) a change in control Employment Term and the obligations of the Company (as defined below), as well as, Employer and as a direct result thereof, the Employee under this Agreement shall terminate: (i) a decrease in upon the total amount death of the Employee's base salary below its level in effect on the date hereof, or a decrease in the bonus percentage to which the Employee is entitled, without the Employee's consent, provided, however, nothing herein shall be construed to guarantee the Employee's bonus award if performance is below target, ; (ii) a reduction in the importance of the Employee's job responsibilities without the Employee's consent, with the determination of whether a reduction in job responsibility has taken place to be in the sole discretion of the Employee or (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten (10) days after notice of such noncompliance has been given by the Employee. Absent written consent, after a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall be deemed consent to such events. A "change in control" shall be deemed to have occurred on (i) the closing date of any merger or consolidation with or into another company and the Company does not survive the transaction or survive only as a subsidiary of another company or (ii) upon the date on which the Board Employee retires; (iii) if the Employee is incapacitated by accident, sickness, or otherwise so as to render the Employee, for a period of Directors becomes aware that any person one hundred eighty (180) consecutive days, mentally or group (as such terms are defined in section 13(d) physically incapable of performing the services required of the Securities Exchange Act Employee under this Agreement (a "Disability"), and , if requested by the Employer, the basis for such Disability is certified by a licensed physician, and if within thirty days after written notice of 1934potential termination is given, as amended) has become the holder of 50% or more Employee shall not have returned to the performance of the outstanding voting securities Employee's duties hereunder on a full-time basis. Upon the termination of the Company Employment Term pursuant to (a) (i) (ii) or has (iii), above, the powerEmployer shall have no further liability or obligation to the Employee under this Agreement except to pay the Employee or his estate (i) all compensation accrued pursuant to Section 3.1 through the Date of Termination and which remains unpaid, directly or indirectlyand (ii) all sums payable and owed to the Employee as specified in Section 3.2 for expenses and benefits including any accrued but unpaid bonus to which Employee was otherwise entitled , to designate a majority in each case earned before termination of the members Employment Term. The accrued bonus shall be paid in normal course after close of the Board fiscal year based on actual year-end results prorated to the date of directorsthe termination. (b) The Employee may also terminate his employment with the Employer at any time, by giving sixty (60) days written notice of such termination to the Employer in the manner provided for the giving of notice in Section 7.1. The Employee shall have no right to receive compensation, Severance Payments or other benefits for any period after the Date of Termination, unless such termination is a result of one of the events described in Section 4.8. Such termination shall not prejudice any remedy which either party may have either at law, in equity, or under this Agreement.

Termination by the Employee. The Employee’s employment with the Company may be terminated by the Employee may terminate his employment hereunder for at any time with or without Good Reason. For purposes In the event of a termination of the Employee’s employment with the Company by the Employee upon his voluntary termination or resignation (other than a termination of employment with the Company by the Employee for “Good Reason,” as defined below) prior to the occurrence of any Change of Control at any time following the date of this Agreement, "Good Reason" such termination shall mean (A) a change in control of the Company (as defined below), as well as, and be treated as a direct result thereoftermination without Cause under Section 7(c); provided however, that references in Section 7(c) to “eighteen (i18) a decrease in the total amount of the Employee's base salary below its level in effect on the date hereof, or a decrease in the bonus percentage to which the Employee is entitled, without the Employee's consent, months” shall be read as “twelve (12) months” and provided, howeverfurther, nothing herein that such termination shall not be construed to guarantee treated as a termination without Cause for the Employee's bonus award if performance is below targetpurposes of Section 5(b). As used herein, (ii) a reduction “Change in the importance of the Employee's job responsibilities without the Employee's consent, with the determination of whether a reduction in job responsibility has taken place to be in the sole discretion of the Employee or (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten (10) days after notice of such noncompliance has been given by the Employee. Absent written consent, after a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall be deemed consent to such events. A "change in control" Control” shall be deemed to have occurred on if the Company (i) is merged into or consolidated with another corporation, or is the closing date subject of any merger or consolidation with or into another company and a sale of stock by its stockholders, under circumstances in which the stockholders of the Company does immediately prior to such merger, consolidation or stock sale do not survive own immediately after giving effect to such merger, consolidation or stock sale shares of capital stock representing at least fifty percent (50%) of the transaction voting power of the Company or survive only the surviving or resulting corporation, as a subsidiary of another company the case may be, or (ii) sells or otherwise disposes of all or substantially all of its assets; provided, however, that no such merger, consolidation, stock sale or disposition of assets shall constitute a Change of Control if such transactions take place between or among (x) two or more subsidiaries of the date on which Company only, or (y) the Company and one or more of its subsidiaries only. The Employee agrees to provide the Board of Directors becomes aware that any person or group with at least thirty (as such terms are defined in section 13(d30) days’ prior written notice of the Securities Exchange Act his voluntary cessation of 1934employment hereunder, as amended) has become the holder of 50% or more of the outstanding voting securities of the Company or has the power, directly or indirectly, subject to designate a majority of the members of the Board of directors.Directors’ right to waive, upon notice to the Employee, such requirement and accelerate the effectiveness of the Employee’s voluntary cessation of employment to an earlier time and date (but not earlier than the date of the Employee’s giving of notice of his voluntary cessation of employment to the Board of Directors), it being mutually understood and agreed that the Company shall to continue to pay or furnish to the

Termination by the Employee. The Employee may terminate his employment hereunder for Good Reason. For purposes of this Agreement, "“Good Reason" ” shall mean (A) a change in control of the Company (as defined below), as well as, and as a direct result thereof, (i) a decrease in the total amount of the Employee's ’s base salary below its level in effect on the date hereof, or a decrease in the bonus percentage to which the Employee is entitled, without the Employee's ’s written consent, provided, however, nothing herein shall be construed to guarantee the Employee's ’s bonus award if performance is below target, ; (ii) a reduction in the importance of assignment to the Employee's job responsibilities , without Employee’s written consent, of any duties inconsistent with the Employee's consent’s position (including status, with offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 2, or any other action by the determination 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 within ten (10) days after receipt of whether a reduction in job responsibility has taken place to be in notice thereof given by the sole discretion of the Employee or Employee; (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's ’s written consent, or (Biv) a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten (10) days after notice of such noncompliance has been given by the Employee or (v) any purported or threatened termination by the Company of the Employee’s employment otherwise than for cause, Employee’s death or Disability. Absent written consentFor purposes of this Section 9(d), after any good faith determination of “Good Reason” made by the Employee shall be conclusive. Anything in this Agreement to the contrary notwithstanding, a termination by the Employee for any reason at least ninety (90) but not more than one hundred twenty (120) days following a consummation of a change in control of or during the Company thirty (as defined below), no action or inaction by the Employee within ninety (9030) days day period immediately following the occurrence first anniversary of the events described above a change in control shall be deemed consent to such eventsbe a termination for Good Reason for all purposes of this Agreement. A "change in control" control shall be deemed to have occurred on when (i) the closing date of any Company is merged or consolidated with another corporation and immediately after giving effect to the merger or consolidation with less than fifty percent (50%) of the outstanding Voting Securities of the surviving or into another company and resulting entity are then beneficially owned in the aggregate by (x) the shareholders of the Company does not survive immediately prior to such merger or consolidation, or (y) if a record date has been set to determine the transaction shareholders of the Company entitled to vote on such merger or survive only consolidation, the shareholders of the Company as a subsidiary of another company or such record date; (ii) the date on which the Board of Directors becomes aware that any person “person,” including a “syndication” or group (“group” as such those terms are defined used in section 13(dSection 13(d)(3) of the Securities Exchange Act of 1934, as amended) has become is or becomes the holder of 50% or more of the outstanding voting securities of the Company or has the powerbeneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding “Voting Securities,” which is any security which ordinarily possesses the power to designate vote in the election of the Board of Directors of a corporation without the happening of any precondition or contingency; (iii) if at any time the following do not constitute a majority of the members Board of Directors of the Board Company: individuals who, prior to their election as a director of directorsthe Company were nominated, recommended or endorsed by a formal resolution of the Board; or (iv) the Company transfers substantially all of its assets to another corporation which is a less than fifty percent (50%) owned subsidiary of the Company.

Termination by the Employee. The Employee may terminate his employment hereunder for Good Reason. For purposes of this Agreement, "“Good Reason" ” shall mean (A) a change in control of the Company (as defined below), as well as, and as a direct result thereof, (i) a decrease in the total amount of the Employee's ’s base salary below its level in effect on the date hereof, or a decrease in the bonus percentage to which the Employee is entitled, without the Employee's ’s written consent, provided, however, nothing herein shall be construed to guarantee the Employee's ’s bonus award if performance is below target, ; (ii) a reduction in the importance of assignment to the Employee's job responsibilities , without Employee’s written consent, of any duties inconsistent with the Employee's consent’s position (including status, with offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 2, or any other action by the determination 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 within ten (10) days after receipt of whether a reduction in job responsibility has taken place to be in notice thereof given by the sole discretion of the Employee or Employee; (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's ’s written consent, or (Biv) a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten (10) days after notice of such noncompliance has been given by the Employee or (v) any purported or threatened termination by the Company of the Employee’s employment otherwise than for cause, Employee’s death or Disability. Absent written consentFor purposes of this Section 9(d), after any good faith determination of “Good Reason” made by the Employee shall be conclusive unless the Company has previously or simultaneously exercised its right to terminate. Anything in this Agreement to the contrary notwithstanding, a termination by the Employee for any reason at least ninety (90) but not more than one hundred twenty (120) days following a consummation of a change in control of or during the Company thirty (as defined below), no action or inaction by the Employee within ninety (9030) days day period immediately following the occurrence first anniversary of the events described above a change in control shall be deemed consent to such eventsbe a termination for Good Reason for all purposes of this Agreement. A "change in control" control shall be deemed to have occurred on when (i) the closing date of any Company is merged or consolidated with another corporation and immediately after giving effect to the merger or consolidation with less than fifty percent (50%) of the outstanding Voting Securities of the surviving or into another company and resulting entity are then beneficially owned in the aggregate by (x) the shareholders of the Company does not survive immediately prior to such merger or consolidation, or (y) if a record date has been set to determine the transaction shareholders of the Company entitled to vote on such merger or survive only consolidation, the shareholders of the Company as a subsidiary of another company or such record date; (ii) the date on which the Board of Directors becomes aware that any person “person,” including a “syndication” or group (“group” as such those terms are defined used in section 13(dSection 13(d)(3) of the Securities Exchange Act of 1934, as amended) has become is or becomes the holder of 50% or more of the outstanding voting securities of the Company or has the powerbeneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding “Voting Securities,” which is any security which ordinarily possesses the power to designate vote in the election of the Board of Directors of a corporation without the happening of any precondition or contingency; (iii) if at any time the following do not constitute a majority of the members Board of Directors of the Board Company: individuals who, prior to their election as a director of directorsthe Company were nominated, recommended or endorsed by a formal resolution of the Board; or (iv) the Company transfers substantially all of its assets to another corporation which is a less than fifty percent (50%) owned subsidiary of the Company.

Termination by the Employee. The Employee may terminate his employment hereunder for Good Reason. For purposes of this Agreementany reason upon six (6) months prior written notice to that effect delivered to the Employer, "Good Reason" shall mean (A) unless a change in control shorter notice period is approved by the Chief Executive Officer of the Company (as defined belowEmployer. The Employee agrees that if he terminates his employment with the Employer under this subparagraph 7(c), as well as, he shall devote his full professional time and as a direct result thereof, (i) a decrease in best efforts to the total amount business and affairs of the Employee's base salary below its level in effect on Employer during such six (6) month period; and the date hereof, or a decrease in the bonus percentage Employer agrees to which continue to pay the Employee is entitledhis Base Salary, without any declared bonuses until the Employee's consent, close of such period and such other payments as may be provided in Paragraph 8(b); provided, however, nothing herein shall be construed that if the Employee fails to guarantee devote his full professional time and best efforts to the Employee's bonus award if performance is below target, (ii) a reduction in the importance business and affairs of the Employee's job responsibilities without Employer during such six (6) month period, the Employee's consent, with the determination of whether a reduction in job responsibility has taken place Employer shall not be obligated to be in the sole discretion of the Employee or (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a failure by the Company to comply with make any material further payments under any provision of this Agreement which has not been cured within ten (10other than to make payments to the Employee of the Base Salary accrued prior to the Employee's breach of his commitment under this subparagraph 7(c) days after notice and such bonuses allocable to the annual period prior to the date of such noncompliance has been given breach, when and in such amounts as are declared by the Employee. Absent written consent, after a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall be deemed consent to such events. A "change in control" shall be deemed to have occurred on (i) the closing date of any merger or consolidation with or into another company and the Company does not survive the transaction or survive only as a subsidiary of another company or (ii) the date on which the Board of Directors becomes aware that any person or group (as such terms are defined in section 13(d) of the Securities Exchange Act Employer, and such other payments as may be provided in Paragraph 8(b). In the event of 1934such breach, as amendedthe Employer shall have the right to pursue all other remedies available at law or in equity. Notwithstanding anything to the contrary in the foregoing, nothing in this subparagraph 7(c) has become is intended to modify the holder Employee's obligations pursuant to paragraphs 10, 11, and 12 of 50% or more of the outstanding voting securities of the Company or has the power, directly or indirectly, to designate a majority of the members of the Board of directorsthis Agreement.

Termination by the Employee. (a) The Employee may terminate his employment hereunder for Good Reason. For purposes of this Agreement, "Good Reason" shall mean (A) a change in control Employment Term and the obligations of the Company (as defined below), as well as, Employer and as a direct result thereof, the Employee under this Agreement shall terminate: (i) a decrease in upon the total amount death of the Employee's base salary below its level in effect on the date hereof, or a decrease in the bonus percentage to which the Employee is entitled, without the Employee's consent, provided, however, nothing herein shall be construed to guarantee the Employee's bonus award if performance is below target, ; (ii) a reduction in the importance of the Employee's job responsibilities without the Employee's consent, with the determination of whether a reduction in job responsibility has taken place to be in the sole discretion of the Employee or (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten (10) days after notice of such noncompliance has been given by the Employee. Absent written consent, after a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall be deemed consent to such events. A "change in control" shall be deemed to have occurred on (i) the closing date of any merger or consolidation with or into another company and the Company does not survive the transaction or survive only as a subsidiary of another company or (ii) upon the date on which the Board Employee retires; (iii) if the Employee is incapacitated by accident, sickness, or otherwise so as to render the Employee, for a period of Directors becomes aware that any person 180 consecutive days, mentally or group (as such terms are defined in section 13(d) physically incapable of performing the services required of the Securities Exchange Act Employee under this Agreement (a "Disability") and, if requested by the Employer, the basis for such Disability is certified by a licensed physician, and if within thirty days after written notice of 1934potential termination is given, as amended) has become the holder of 50% or more Employee shall not have returned to the performance of the outstanding voting securities Employee's duties hereunder on a full-time basis. (b) Upon a termination of the Company Employment Term pursuant to (a)(i), (ii) or has (iii), above, the powerEmployer shall have no further liability or obligation to the Employee under this Agreement except to pay the Employee or his estate (i) all compensation accrued pursuant to Section 3.1 through the Date of Termination and unpaid, directly or indirectlyand (ii) all sums payable and owed to the Employee as specified in Section 3.2 for expenses and benefits, to designate a majority in each case earned before termination of the members Employment Term. (c) The Employee may also terminate his employment with the Employer at any time, by giving sixty (60) days written notice of such termination to the Employer in the manner provided for the giving of notices in Section 7.1. The Employee shall have no right to receive compensation, Severance Payments or other benefits for any period after the Date of Termination, unless such termination is as a result of one of the Board terminations described in Section 4.10, or such notice is a notice of directorsnonrenewal. Such termination shall not prejudice any remedy which either party may have at law, in equity, or under this Agreement.

Termination by the Employee. The Employee may terminate his employment hereunder for Good Reason. For purposes of this Agreement, "Good Reason" shall mean (A) a change in control of the Company (as defined below), as well as, and as a direct result thereof, (i) a decrease in the total amount of the Employee's base salary below its level in employment for any reason upon six (6) months' prior written notice to that effect on delivered to the date hereofEmployer, or unless a decrease in shorter notice period is approved by the bonus percentage to which Chief Executive Officer of the Employer. The Employee agrees that if the Employee is entitled, without terminates the Employee's consentemployment with the Employer under this Paragraph 7(c), the Employee shall devote the Employee's full professional time and best efforts to the business and affairs of the Employer during such six (6) month period; and the Employer agrees to continue to pay the Employee the Base Salary and any declared bonuses until the close of such period; provided, however, nothing herein shall be construed that if the Employee fails to guarantee devote the Employee's bonus award if performance is below targetfull professional time and best efforts to the business and affairs of the Employer during such six (6) month period, (ii) a reduction in the importance Employer shall not be obligated to make any further payments under any provisions of this Agreement other than to make payments to the Employee of the Base Salary accrued prior to the Employee's job responsibilities without the Employee's consent, with the determination of whether a reduction in job responsibility has taken place to be in the sole discretion of the Employee or (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a failure by the Company to comply with any material provision breach of this Agreement which has not been cured within ten (10Paragraph 7(c) days after notice and such bonuses allocated to the annual period prior to the date of such noncompliance has been given breach, when and in such amounts as are declared by the Employee. Absent written consent, after a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall be deemed consent to such events. A "change in control" shall be deemed to have occurred on (i) the closing date of any merger or consolidation with or into another company and the Company does not survive the transaction or survive only as a subsidiary of another company or (ii) the date on which the Board of Directors becomes aware that any person or group (as such terms are defined in section 13(d) of the Securities Exchange Act Employer or committee thereof. In the event of 1934such breach, as amendedthe Employer shall have the right to pursue all other remedies available at law or in equity. Notwithstanding anything to the contrary in the foregoing, nothing in this Paragraph 7(c) has become is intended to modify the holder Employee's obligations pursuant to paragraphs 10, 11 and 12 of 50% or more of the outstanding voting securities of the Company or has the power, directly or indirectly, to designate a majority of the members of the Board of directorsthis Agreement.

Termination by the Employee. (i) The Employee may terminate the Employee's employment with the Company hereunder at any time and for any reason. Employee must provide to the Company written notice of such determination not less than 60 days prior to the date such termination is to be effective. Upon any termination pursuant to this Section 6(e)(i), the Employee shall receive no Severance Compensation and no acceleration of vesting of any options held by Employee; the Employee shall be entitled to be paid solely the Employee's salary then in effect through the effective date of termination and any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs of the Company, and the Company shall have no further liability or other obligation of any kind whatsoever to the Employee. (ii) In addition to the rights to terminate set forth in Section 6(e)(i), the Employee may terminate his employment hereunder for Good Reason, as defined in this Section 6(e)(ii). For purposes of this Agreement, "Good Reason" shall mean means (A) a diminution in the Employee's title, (B) the assignment to the Employee of duties or responsibilities materially inferior to his title and position, (C) any decrease in the base salary of the Employee, or any failure to pay any compensation when due (other than a failure to pay resulting from mere technical error or mistake), or (D) a change in ownership control of the Company (in which a controlling shareholder, other than a person or entity who is a shareholder as defined below)of the date of this Agreement, as well obtains more than twenty-five percent of the outstanding stock. In all respects and for all purposes of this Agreement, a termination by the Employee of his employment hereunder for Good Reason shall have the same effect as, and as shall entitle the Employee to the same rights and benefits as, a direct result thereof, (i) a decrease in the total amount termination of the Employee's base salary below its level in effect on the date hereof, or a decrease in the bonus percentage to which the Employee is entitled, without the Employee's consent, provided, however, nothing herein shall be construed to guarantee the Employee's bonus award if performance is below target, (ii) a reduction in the importance of the Employee's job responsibilities without the Employee's consent, with the determination of whether a reduction in job responsibility has taken place to be in the sole discretion of the Employee or (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a failure employment by the Company to comply with any material provision of without Cause under this Agreement which has not been cured within ten (10) days after notice of such noncompliance has been given by the Employee. Absent written consent, after a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall be deemed consent to such events. A "change in control" shall be deemed to have occurred on (i) the closing date of any merger or consolidation with or into another company and the Company does not survive the transaction or survive only as a subsidiary of another company or (ii) the date on which the Board of Directors becomes aware that any person or group (as such terms are defined in section 13(d) of the Securities Exchange Act of 1934, as amended) has become the holder of 50% or more of the outstanding voting securities of the Company or has the power, directly or indirectly, to designate a majority of the members of the Board of directorsAgreement.

Termination by the Employee. The (i) Notwithstanding the provisions of Section 2 above, the Employee may terminate will be considered to have resigned his employment hereunder for Good Reason. "good reason" if (x) the Company, without the express written consent of the Employee, materially breaches this Agreement, provided that the Company has been provided written notice of such breach, which notice shall describe the breach in reasonable detail, and such breach is not cured in the reasonable and good faith judgment of the Employee within thirty (30) days of the date of the notice, or (y) the Employee resigns his employment with the Corporation within a 60-day period beginning six months after a "change of control." (ii) Without limitation, it shall be considered a material breach of this Agreement by the Company if the Company (i) fails to secure the Employee's election to the Board of Directors by its next regularly scheduled Annual Meeting of Stockholders, provided the Employee has delivered to the Company his written consent to serve as such prior to the mailing of the Proxy Statement relating to such meeting, or (ii) materially reduces the Employee's duties or authority (whether or not accompanied by a change of title) or diminishes his title in any way, or transfers his principal place of business outside New York City. (iii) In the event that the Employee resigns from his employment for good reason, the Company shall be obligated to provide the Employee with the severance payments and insurance coverage as required if the Company had terminated the Employee other than for cause pursuant to Section 8B above. (iv) In the event that the Employee resigns from his employment without good reason, the Company shall be obligated to provide the Employee with the payments as required if the Company had terminated the Employee for cause pursuant to Section 8A above. (v) For purposes of this Agreement, "Good Reasonchange of control" shall mean (A) a change in control means the happening of any of the Company (as defined below), as well as, and as a direct result thereof, (i) a decrease in the total amount of the Employee's base salary below its level in effect on the date hereof, or a decrease in the bonus percentage to which the Employee is entitled, without the Employee's consent, provided, however, nothing herein shall be construed to guarantee the Employee's bonus award if performance is below target, (ii) a reduction in the importance of the Employee's job responsibilities without the Employee's consent, with the determination of whether a reduction in job responsibility has taken place to be in the sole discretion of the Employee or (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten (10) days after notice of such noncompliance has been given by the Employee. Absent written consent, after a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall be deemed consent to such events. A "change in control" shall be deemed to have occurred on (i) the closing date of any merger or consolidation with or into another company and the Company does not survive the transaction or survive only as a subsidiary of another company or (ii) the date on which the Board of Directors becomes aware that any person or group (as such terms are defined in section 13(d) of the Securities Exchange Act of 1934, as amended) has become the holder of 50% or more of the outstanding voting securities of the Company or has the power, directly or indirectly, to designate a majority of the members of the Board of directors.following:

Termination by the Employee. The Employee may terminate his employment hereunder for Good Reason. For purposes of this Agreementany reason upon six (6) months prior written notice to that effect delivered to the Employer, "Good Reason" shall mean (A) unless a change in control shorter notice period is approved by the Chief Executive Officer of the Company (as defined belowEmployer. The Employee agrees that if he terminates his employment with the Employer under this subparagraph 7(c), as well as, he shall devote his full professional time and as a direct result thereof, (i) a decrease in best efforts to the total amount business and affairs of the Employee's base salary below its level in effect on Employer during such six (6) month period; and the date hereof, or a decrease in the bonus percentage Employer agrees to which continue to pay the Employee is entitled, without his Base Salary and any declared bonuses until the Employee's consent, close of such period; provided, however, nothing herein shall be construed that if the Employee fails to guarantee devote his full professional time and best efforts to the Employee's bonus award if performance is below target, (ii) a reduction in the importance business and affairs of the Employee's job responsibilities without Employer during such six (6) month period, the Employee's consent, with the determination of whether a reduction in job responsibility has taken place Employer shall not be obligated to be in the sole discretion of the Employee or (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a failure by the Company to comply with make any material further payments under any provision of this Agreement which has not been cured within ten (10other than to make payments to the Employee of the Base Salary accrued prior to the Employee's breach of his commitment under this subparagraph 7(c) days after notice and such bonuses allocable to the annual period prior to the date of such noncompliance has been given breach, when and in such amounts as are declared by the Employee. Absent written consent, after a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall be deemed consent to such events. A "change in control" shall be deemed to have occurred on (i) the closing date of any merger or consolidation with or into another company and the Company does not survive the transaction or survive only as a subsidiary of another company or (ii) the date on which the Board of Directors becomes aware that any person or group (as such terms are defined in section 13(d) of the Securities Exchange Act Employer. In the event of 1934such breach, as amendedthe Employer shall have the right to pursue all other remedies available at law or in equity. Notwithstanding anything to the contrary in the foregoing, nothing in this subparagraph 7(c) has become is intended to modify the holder Employee's obligations pursuant to paragraphs 10, 11, and 12 of 50% or more of the outstanding voting securities of the Company or has the power, directly or indirectly, to designate a majority of the members of the Board of directorsthis Agreement.

Termination by the Employee. The Employee may shall have the right to terminate his employment hereunder the Employment Period for any reason at any time, including for any reason that does not constitute Good Reason, subject to the consequences of such termination and the Employee's covenants as provided in this Agreement and such termination shall not be deemed to be a breach of this Agreement. For purposes of this Agreement, and subject to the Company's opportunity to cure as provided below, the Employee shall have "Good Reason" shall mean (A) a change in control of the Company (as defined below), as well as, and as a direct result thereof, (i) a decrease in the total amount of to terminate the Employee's base salary below its level in effect on employment hereunder if such termination shall be the date hereof, or a decrease in result of the bonus percentage to which the Employee is entitledfollowing, without the Employee's prior written consent, provided, however, nothing herein shall be construed to guarantee : (i) any adverse change in the Employee's bonus award if performance is below target, titles; (ii) a reduction in the importance Employee's Base Salary or the target equity amount or target bonus percentage; (iii) the failure to elect or reelect the Employee to the positions of Chairman of the Board and Chief Executive Officer of the Company or as a member of the Board or the removal of the Employee from such positions; (iv) a change in reporting structure such that the Employee reports to someone other than the Board; (v) a material diminution in the Employee's authority, duties or responsibilities as set forth in Section 2 hereof; (vi) a relocation of the Employee's job responsibilities without current primary place of employment to a location more than 40 miles from the Employee's consent, with the determination current primary place of whether a reduction in job responsibility has taken place to be in the sole discretion of the Employee or employment; (iiivii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a failure any other material breach by the Company to comply with any material provision of this Agreement Agreement, which has breach adversely affects the Employee and is not been promptly cured within ten (10) days after the Employee's delivery of a written notice of such noncompliance has been given breach to the Company; (viii) any purported termination of the Employee's employment by the Employee. Absent written consent, after a change Company or the Board that is not effected in control accordance with the applicable provisions of this Agreement; or (ix) the failure of the Company (as defined below), no action to obtain the assumption in writing of its obligations under this Agreement by any successor to all or inaction by the Employee within ninety (90) days following the occurrence substantially all of the events described above shall be deemed consent to such events. A "change in control" shall be deemed to have occurred on (i) the closing date of any merger or consolidation with or into another company and the Company does not survive the transaction or survive only as a subsidiary of another company or (ii) the date on which the Board of Directors becomes aware that any person or group (as such terms are defined in section 13(d) of the Securities Exchange Act of 1934, as amended) has become the holder of 50% or more of the outstanding voting securities assets of the Company within 15 calendar days after a merger, consolidation, sale or has the power, directly or indirectly, to designate a majority of the members of the Board of directorssimilar transaction.

Termination by the Employee. The Employee may terminate his employment hereunder for Good Reason. For purposes of this Agreement, "Good Reason" shall mean (A) a change in control of the Company (as defined below), as well as, and as a direct result thereof, (i) a decrease in the total amount of the Employee's base salary below its level in effect on the date hereof, or a decrease in the bonus percentage to which the Employee is then entitled, without the Employee's consent, provided, however, nothing herein shall be construed to guarantee the Employee's bonus award if performance is below target, (ii) a reduction in the importance of the Employee's job responsibilities without the Employee's consent, with the determination of whether a reduction in job responsibility has taken place to be in the sole discretion reasonable judgment of the Employee Executive or (iii) a geographical relocation of the Employee Executive of more than 25 miles within six months of a change in control without EmployeeExecutive's written consent, or (B) a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten (10) days after written notice of such noncompliance has been given by the EmployeeExecutive. Absent written consent, after a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall be deemed consent to such events. A "change in control" shall be deemed to have occurred on (i) the closing date of any merger or consolidation by the Company with or into another company and the Company does not survive the transaction or survive survives only as a subsidiary of another company or (ii) the date on which the Board of Directors becomes aware that any person or group (as such terms are defined in section 13(d) of the Securities Exchange Act of 1934, as amended) has become the holder of 50% or more of the outstanding voting securities of the Company or has the power, directly or indirectly, to designate a majority of the members of the Board of directors.

Termination by the Employee. The Employee may terminate his employment hereunder for Good Reasonany reason upon six (6) months prior written notice to that effect delivered to the Employer, unless a shorter notice period is approved by the Chief Executive Officer of the Employer. For purposes The Employee agrees that if he terminates his employment with the Employer under this subparagraph 7(d) or if he elects not to renew the term of this AgreementAgreement pursuant to paragraph 6 above, "Good Reason" he shall mean (A) a change in control devote his full professional time and best efforts to the business and affairs of the Company Employer during such six (as defined below), as well as, 6) month period; and as a direct result thereof, (i) a decrease in the total amount of the Employee's base salary below its level in effect on the date hereof, or a decrease in the bonus percentage Employer agrees to which continue to pay the Employee is entitled, without his Base Salary and any declared bonuses until the Employee's consent, close of such period; provided, however, nothing herein shall be construed that if the Employee fails to guarantee devote his full professional time and best efforts to the Employee's bonus award if performance is below target, (ii) a reduction in the importance business and affairs of the Employee's job responsibilities without Employer during such six (6) month period, the Employee's consent, with the determination of whether a reduction in job responsibility has taken place Employer shall not be obligated to be in the sole discretion of the Employee or (iii) a geographical relocation of the Employee of more than 25 miles within six months of a change in control without Employee's written consent, or (B) a failure by the Company to comply with make any material further payments under any provision of this Agreement which has not been cured within ten (10other than to make payments to the Employee of the Base Salary accrued prior to the Employee's breach of his commitment under this subparagraph 7(d) days after notice and such bonuses allocable to the annual period prior to the date of such noncompliance has been given breach, when and in such amounts as are declared by the Employee. Absent written consent, after a change in control of the Company (as defined below), no action or inaction by the Employee within ninety (90) days following the occurrence of the events described above shall be deemed consent to such events. A "change in control" shall be deemed to have occurred on (i) the closing date of any merger or consolidation with or into another company and the Company does not survive the transaction or survive only as a subsidiary of another company or (ii) the date on which the Board of Directors becomes aware that any person or group (as such terms are defined in section 13(d) of the Securities Exchange Act Employer. In the event of 1934such breach, as amendedthe Employer shall have the right to pursue all other remedies available at law or in equity. Notwithstanding anything to the contrary in the foregoing, nothing in this subparagraph 7(d) has become is intended to modify the holder Employee's obligations pursuant to paragraphs 10, 11, and 12 of 50% or more of the outstanding voting securities of the Company or has the power, directly or indirectly, to designate a majority of the members of the Board of directorsthis Agreement.