Common use of Voluntary Termination for Good Reason Clause in Contracts

Voluntary Termination for Good Reason. If the Employee shall voluntarily terminate his employment hereunder for Good Reason (as defined below), the Employee shall receive an amount equal to two (2) times the sum of (i) his then current Base Salary and (ii) his Target Incentive Bonus, which amount shall be payable in equal monthly installments during the period commencing on the date specified in Section 5(i) below and ending two (2) years following the Date of Termination. The Employee shall also be entitled to receive any earned but unpaid Incentive Bonus for any calendar year ending prior to the Date of Termination, a pro-rated Incentive Bonus for the current calendar year for the period ending on the Date of Termination and, subject to the terms set forth in Section 5(d) above, the COBRA Subsidy. “Good Reason” means: (i) the assignment to the Employee of any duties inconsistent with his status as President and Chief Executive Officer of the Company or a material adverse alteration in the nature or status of his responsibilities from those provided herein or the transfer of a significant portion of such responsibilities to one or more other persons, in all such cases without the prior written consent of the Employee, which assignment, alteration or transfer is not rescinded within such thirty (30)-day period after such written notice; (ii) the failure by the Company to pay or provide to the Employee, within thirty (30) days of a written demand for the same, any amount of compensation or any benefit which is due, owing and payable pursuant to the terms hereof or of any applicable plan, program, arrangement or policy and which is then unpaid; (iii) a requirement, without the Employee’s consent, to move the Employee’s principal office location more than fifty (50) miles from the location of the Company’s executive offices as of the Commencement Date; (iv) the adjustment of the Base Salary to an amount lower than was in effect immediately prior to such adjustment (other than pursuant to an across-the-board reduction applicable to all similarly situated executives); (v) the Board requests that the Employee take any action or omit to take any action, which action or omission the Employee reasonably believes in good faith is a violation of any law or binding governmental regulation; provided that the Employee notifies the Board of his objection prior to such action or omission; or (vi) the breach in any material respect by the Company of any of its other obligations or agreements set forth herein. Notwithstanding the foregoing, the Employee must provide the Company thirty (30) days’ prior written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within ninety (90) days following the initial existence of such condition. During such thirty (30)-day notice period, the Company shall have a cure right (if curable), and if not cured within such period, the Employee’s termination will be effective upon the sixtieth (60th) day following the date the Employee provided written notice to the Company, unless otherwise agreed by the Employee and the Company.

Voluntary Termination for Good Reason. If the Employee shall voluntarily terminate his employment hereunder for Good Reason (as defined below), the Employee shall receive an amount equal to two (2) times the sum of (i) twice his then current Base Salary and (ii) his Target Incentive Bonus, which amount shall be payable in equal monthly installments during the period commencing on with the date specified in Section 5(i) below Date of Termination and ending two (2) years on March 15 of the calendar year immediately following the Date of Termination. The Employee shall also be entitled to receive any earned but unpaid Incentive Bonus for any calendar year ending prior to the Date of Termination, Termination and a pro-rated Incentive Bonus for the current calendar year for the period ending on the Date of Termination and, subject to the terms set forth in Section 5(d) above, the COBRA SubsidyTermination. “Good Reason” means: (iA) the assignment to the Employee of any duties inconsistent with his status as President and Chief Executive Officer of the Company or a material adverse alteration in the nature or status of his responsibilities from those provided herein or the transfer of a significant portion of such responsibilities to one or more other persons, in all such cases without the prior written consent of the Employee, which assignment, alteration or transfer is not rescinded within such thirty (30)-day 30-day period after such written notice; (iiB) the failure by the Company to pay or provide to the Employee, within thirty (30) days of a written demand for the same, any amount of compensation or any benefit which is due, owing and payable pursuant to the terms hereof or of any applicable plan, program, arrangement or policy and which is then unpaid; (iiiC) a requirement, without the Employee’s consent, to move the Employee’s principal office location more than fifty twenty-five (5025) miles from the location of the Company’s executive offices as of the Commencement Execution Date; (iv) the adjustment of the Base Salary to an amount lower than was in effect immediately prior to such adjustment (other than pursuant to an across-the-board reduction applicable to all similarly situated executives); (v) the Board requests that the Employee take any action or omit to take any action, which action or omission the Employee reasonably believes in good faith is a violation of any law or binding governmental regulation; provided that the Employee notifies the Board of his objection prior to such action or omission; or (viD) the breach in any material respect by the Company of any of its other obligations or agreements set forth herein. Notwithstanding , and the foregoing, the Employee must provide failure by the Company to cure such breach within thirty (30) days’ prior days after written notice setting forth in reasonable specificity the event that constitutes Good Reasonthereof from Employee. In each case, which written notice, to be effective, Employee must be provided to give the Company notice of the Good Reason condition within ninety (90) days of the initial existence of the condition, and Employee’s Date of Termination must occur within a period of time not to exceed two (2) years (or such shorter period as provided in this Employment Agreement) following the initial existence of such condition. During such thirty (30)-day notice periodone or more of the good reason conditions set forth in this Employment Agreement, the Company shall have a cure right (if curable), and if not cured within such period, the Employee’s or any termination will not be effective upon the sixtieth considered to be for Good Reason. The occurrence of a Change of Control (60thas defined in paragraph (h) day following the date the Employee provided written notice to the Companybelow) shall not, unless otherwise agreed by the Employee and the Companyitself, constitute Good Reason hereunder.

Voluntary Termination for Good Reason. If the Employee shall Upon 60 days prior written notice to Employer (or such shorter period as may be permitted by Employer), Executive may voluntarily terminate his employment hereunder with Employer prior to the end of the Agreement Term for Good Reason Reason. For purposes of this Agreement, “Good Reason” shall mean any of the (1) diminution in Executive’s title, (2) material diminution in Executive’s duties, power or authority that is not cured by Employer within 15 days of Executive providing written notice thereof; provided however, that changes or adjustments in furtherance of the transition from Executive to a successor beginning 12 months prior to the conclusion of this Agreement shall not be treated as a material diminution of Executive's duties, power or authority; (3) the failure of Executive to be nominated for election to the Board, (4) a Change in Control (as defined belowin the Plan); (5) without Executive’s express written consent, relocation of Executive’s work situs to a location that is not in the Chicago metropolitan area; or (6) a material breach of this Agreement by Employer that is not cured within 15 days of Executive providing written notice thereof. If Executive exercises his right to terminate under this Section 6(e): (1) Executive shall be entitled to receive accrued Base Salary through the date of the termination of his employment, and other employee benefits to which Executive is entitled upon his termination of employment with Employer, in accordance with the terms of the plans and programs of Employer including without limitation any accrued, but unpaid, AIP payments attributable to completed fiscal years; and (2) subject to Executive’s execution and delivery of a Release prior to the Release Deadline (as such terms are defined in paragraph 6(d)(2)), the Employee shall receive an amount a one time lump sum severance payment equal to two (2) times the sum of his Base Salary plus his AIP Threshold each as of the date of Executive’s termination, which shall be paid six (6) months after the date Executive terminates employment pursuant to Paragraph 6(e). (3) Executive shall be vested in any outstanding New Agreement Awards granted under the EIP Plan and Executive shall have until the date that is four years after the date the Executive's employment terminates to exercise any New Agreement Options that are vested or that become vested as a result of the foregoing; and (4) Executive shall be entitled to the following with respect to the life, disability, accident and healthcare insurance plans, programs or arrangements in which Executive was participating immediately prior to such employment termination a. Executive shall be entitled to elect to continue coverage for himself and his eligible dependents, for up to twenty-four (24) months following employment termination, under the medical and dental plans of Employer in which Executive was participating immediately prior to such employment termination. Executive’s monthly cost for such coverage shall be (i) his then current Base Salary the applicable COBRA premium for such coverage (which cost shall be applicable during the eighteen (18) month period following termination) and (ii) his Target Incentive Bonusthe monthly premium cost paid by Employer for Executive’s coverage (which cost shall be applicable following expiration of the 18 month COBRA period). Employer shall pay to Executive an amount, in a lump sum, equal to 150% of the Executive’s total potential monthly cost for all such coverage (based upon the rates in effect on the date of termination and assuming a five percent (5%) increase in such cost for the period from months 13 to month 24), which amount shall be payable in equal monthly installments during paid notwithstanding whether or to what extent Executive elects continued coverage. For the period commencing on avoidance of doubt, the date specified in Section 5(i) below and ending two (2) years following the Date of Termination. The Employee shall also be entitled parties acknowledge that Executive’s right to receive any earned but unpaid Incentive Bonus for any calendar year ending prior to the Date of Termination, a pro-rated Incentive Bonus for the current calendar year for the period ending on the Date of Termination and, elect COBRA coverage is not subject to the terms set forth in Section 5(d) above, the COBRA Subsidy. “Good Reason” means: (i) the assignment to the Employee of any duties inconsistent with his status as President and Chief Executive Officer of the Company or a material adverse alteration in the nature or status of his responsibilities from those provided herein or the transfer execution of a significant portion of such responsibilities Release. b. Group Life/Accidental Death and Dismemberment – Executive shall receive continued coverage under Employer’s group life/accidental death and dismemberment plan at substantially the same cost to one or more other persons, in all such cases without the prior written consent of the Employee, which assignment, alteration or transfer is not rescinded within such thirty (30)-day period after such written notice; (ii) the failure by the Company to pay or provide to the Employee, within thirty (30) days of a written demand for the same, any amount of compensation or any benefit which is due, owing and payable pursuant to the terms hereof or of any applicable plan, program, arrangement or policy and which is then unpaid; (iii) a requirement, without the Employee’s consent, to move the Employee’s principal office location more than fifty (50) miles from the location of the Company’s executive offices Executive as of the Commencement Date; (iv) the adjustment of the Base Salary to an amount lower than was in effect determined immediately prior to such adjustment (other than pursuant to an across-the-board reduction applicable to all similarly situated executives); (v) the Board requests that the Employee take any action or omit to take any action, which action or omission the Employee reasonably believes in good faith is a violation his last day of any law or binding governmental regulation; provided that the Employee notifies the Board of his objection prior to such action or omission; or (vi) the breach in any material respect by the Company of any of its other obligations or agreements set forth herein. Notwithstanding the foregoing, the Employee must provide the Company thirty (30) days’ prior written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within ninety (90) days following the initial existence of such condition. During such thirty (30)-day notice period, the Company shall have a cure right (if curable), and if not cured within such period, the Employee’s termination will be effective upon the sixtieth (60th) day following employment for 24 months after the date the Employee provided written notice to the Company, unless otherwise agreed by the Employee and the Companyhis employment terminates.

Voluntary Termination for Good Reason. If the Employee shall voluntarily may terminate his employment hereunder for Good Reason (as defined below), the Employee shall receive an amount equal to two (2) times the sum of (i) his then current Base Salary and (ii) his Target Incentive Bonus, which amount shall be payable in equal monthly installments at any time during the period commencing on the date specified in Section 5(i) below and ending two (2) years following the Date of Termination. The Employee shall also be entitled to receive any earned but unpaid Incentive Bonus Term for any calendar year ending prior to the Date of Termination, a pro-rated Incentive Bonus for the current calendar year for the period ending on the Date of Termination and, subject to the terms set forth in Section 5(d) above, the COBRA Subsidy. “Good Reason” means: as of a date at least 30 days after the date a written notice of such termination is delivered by Employee to Employer. For purposes of this Agreement, “Good Reason” shall be deemed to exist if, and only if, without Employee’s express written consent: (i) the assignment Employer shall assign to the Employee duties or responsibilities that are inconsistent in any material and adverse respect with Employee’s current duties, responsibilities, or status with Employer (including any material and adverse diminution of any such duties inconsistent with his status as President and Chief Executive Officer of the Company or responsibilities), or a material and adverse alteration change in the nature or status of his responsibilities from those provided herein or the transfer of a significant portion of such responsibilities to one or more other persons, in all such cases without the prior written consent of the Employee, which assignment, alteration or transfer is not rescinded within such thirty (30)-day period after such written notice; officer titles Employee holds with Employer; (ii) Employer shall reduce the failure by Base Salary of Employee, or materially reduce his fringe benefits and perquisites; (iii) Employer shall require Employee to relocate his principal business office or his principal place of residence outside the Company Chicago metropolitan area, or assign to pay Employee duties that would reasonably require such relocation; or (iv) Employer shall terminate, reduce or provide limit Employee’s participation in any bonus or incentive arrangement, Benefit Plan or Insurance Plan relative to the level of participation of other senior executives of similar rank, based upon an arbitrary decision of Employer rather than a decision reasonably related to the level of job performance of Employee, and only to such an extent as to materially reduce the aggregate value of Employee’s incentive compensation and benefits below their aggregate value as of the date hereof. A termination of Employee’s employment for Good Reason shall be effectuated by giving Employer written notice of the termination within thirty sixty (3060) days of a written demand for the sameevent constituting Good Reason, any amount of compensation or any benefit which is due, owing and payable pursuant to the terms hereof or of any applicable plan, program, arrangement or policy and which is then unpaid; (iii) a requirement, without the Employee’s consent, to move the Employee’s principal office location more than fifty (50) miles from the location of the Company’s executive offices as of the Commencement Date; (iv) the adjustment of the Base Salary to an amount lower than was in effect immediately prior to such adjustment (other than pursuant to an across-the-board reduction applicable to all similarly situated executives); (v) the Board requests that the Employee take any action or omit to take any action, which action or omission the Employee reasonably believes in good faith is a violation of any law or binding governmental regulation; provided that the Employee notifies the Board of his objection prior to such action or omission; or (vi) the breach in any material respect by the Company of any of its other obligations or agreements set forth herein. Notwithstanding the foregoing, the Employee must provide the Company thirty (30) days’ prior written notice setting forth in reasonable specificity detail the event specific conduct of Employer that constitutes Good Reason and the specific provisions of this Agreement on which Employee relies. Notwithstanding anything herein to the contrary, if Employee shall terminate his employment for Good Reason, which written noticeEmployer shall pay to Employee his accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination or the date immediately prior to Employer’s actions described in subsections (ii) and (iv) above, to be effectivewhichever is greater) through the date of termination, must be provided the Pro-Rated Bonus and the Salary and Bonus Payment on the same terms and subject to the Company within ninety (90) days following the initial existence of such condition. During such thirty (30)-day notice period, the Company shall have a cure right (if curablesame conditions as described in Paragraph 5(b), and if not cured within such period, the Employee’s termination will be effective upon the sixtieth (60th) day following the date the Employee provided written notice to the Company, unless otherwise agreed by the Employee and the Company.

Voluntary Termination for Good Reason. If the Employee shall voluntarily terminate his employment hereunder for Good Reason (as defined below), the Employee shall receive an amount equal to two (2) times the sum of (i) twice his then current Base Salary and (ii) his Target Incentive Bonus, which amount shall be payable in equal monthly installments during the period commencing on with the date specified in Section 5(i) below Date of Termination and ending two (2) years on March 15 of the calendar year immediately following the Date of Termination. The Employee shall also be entitled to receive any earned but unpaid Incentive Bonus for any calendar year ending prior to the Date of Termination, Termination and a pro-rated Incentive Bonus for the current calendar year for the period ending on the Date of Termination and, subject to the terms set forth in Section 5(d) above, the COBRA SubsidyTermination. “Good Reason” means: (iA) the assignment to the Employee of any duties inconsistent with his status as President and Chief Executive Officer of the Company or a material adverse alteration in the nature or status of his responsibilities from those provided herein or the transfer of a significant portion of such responsibilities to one or more other persons, in all such cases without the prior written consent of the Employee, which assignment, alteration or transfer is not rescinded within such thirty (30)-day 30-day period after such written notice; (iiB) the failure by the Company to pay or provide to the Employee, within thirty (30) days of a written demand for the same, any amount of compensation or any benefit which is due, owing and payable pursuant to the terms hereof or of any applicable plan, program, arrangement or policy and which is then unpaid; (iiiC) a requirement, without the Employee’s consent, to move the Employee’s principal office location more than fifty twenty-five (5025) miles from the location of the Company’s executive offices as of the Commencement Execution Date; (iv) the adjustment of the Base Salary to an amount lower than was in effect immediately prior to such adjustment (other than pursuant to an across-the-board reduction applicable to all similarly situated executives); (v) the Board requests that the Employee take any action or omit to take any action, which action or omission the Employee reasonably believes in good faith is a violation of any law or binding governmental regulation; provided that the Employee notifies the Board of his objection prior to such action or omission; or (viD) the breach in any material respect by the Company of any of its other obligations or agreements set forth herein. Notwithstanding , and the foregoing, the Employee must provide failure by the Company to cure such breach within thirty (30) days’ prior days after written notice setting forth in reasonable specificity the event that constitutes thereof from Employee. The occurrence of a Change of Control shall not, by itself, constitute Good Reason, which written notice, to be effective, must be provided to the Company within ninety (90) days following the initial existence of such condition. During such thirty (30)-day notice period, the Company shall have a cure right (if curable), and if not cured within such period, the Employee’s termination will be effective upon the sixtieth (60th) day following the date the Employee provided written notice to the Company, unless otherwise agreed by the Employee and the CompanyReason hereunder.

Voluntary Termination for Good Reason. If the Employee shall voluntarily terminate his employment hereunder “Voluntary Termination for Good Reason (as defined below), Reason” means the Employee shall receive an amount equal to two (2) times Executive voluntarily resigns after the sum occurrence of any of the following: (i) his then current Base Salary without the Executive’s express written consent, a material reduction of the Executive’s duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (e.g., when the Chief Financial Officer of the Company continues to perform the same duties, following a Change of Control, for the group that was formerly the Company, but is not made the Chief Financial Officer of the acquiring corporation) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason”; (ii) his Target Incentive Bonuswithout the Executive’s express written consent, a material reduction in the base salary of the Executive, which amount shall be payable in equal monthly installments not less than ten percent (10%) except where such reduction is an “across-the–board” reduction applicable to all employees or all similarly-situated employees; (iii) the relocation of the Executive to a facility or a location that is both further away from where the Executive generally lives during the period commencing on workweek and more than forty-five (45) miles from the date specified Executive’s then present location of employment; or (iv) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 5(i5(a) below and ending two (2) years following the Date of Terminationbelow. The Employee Executive and the Company intend the foregoing definition to comply with the requirements of Treasury Regulation Section 1.409A-1(n) and hereby agree that such definition shall also be entitled to receive any earned but unpaid Incentive Bonus for any calendar year ending prior to the Date of Termination, interpreted in a pro-rated Incentive Bonus manner consistent with such requirements. If an event noted in this Section 4(d) occurs and provides a basis for the current calendar year for the period ending on the Date of Executive to resign pursuant to a Voluntary Termination and, subject to the terms set forth in Section 5(d) aboveFor Good Reason, the COBRA Subsidy. “Good Reason” meansfollowing additional requirements shall apply: (i) the assignment Executive shall give to the Employee most senior person in charge of any duties inconsistent with his status as President and Chief Executive Officer Human Resources, within 30 days of the Company or a material adverse alteration in the nature or status of his responsibilities from those provided herein or the transfer of a significant portion of such responsibilities to one or more other persons, in all such cases without the prior written consent occurrence of the Employeeevent, which assignment, alteration or transfer is not rescinded within such thirty (30)-day period after such at least 30 days written notice; notice of the date that the Executive intends to terminate employment under this Section 4(d) and (ii) the failure by the Company to pay or provide to the Employee, within thirty (30) days of a written demand for the same, any amount of compensation or any benefit which is due, owing and payable pursuant to the terms hereof or of any applicable plan, program, arrangement or policy and which is then unpaid; (iii) a requirement, without the Employee’s consent, to move the Employee’s principal office location more than fifty (50) miles from the location of the Company’s executive offices as of the Commencement Date; (iv) the adjustment of the Base Salary to an amount lower than was in effect immediately prior to such adjustment (other than pursuant to an across-the-board reduction applicable to all similarly situated executives); (v) the Board requests that the Employee take any action or omit to take any action, which action or omission the Employee reasonably believes in good faith is a violation of any law or binding governmental regulation; provided that the Employee notifies the Board of his objection prior to such action or omission; or (vi) the breach in any material respect by the Company of any of its other obligations or agreements set forth herein. Notwithstanding the foregoing, the Employee must provide the Company thirty (30) days’ prior written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within ninety (90) days following the initial existence of such condition. During such thirty (30)-day notice period, the Company shall have a cure right (if curable), and if not cured within such period, 30 days to remedy the Employeecondition or event identified in the Executive’s termination will be effective upon the sixtieth (60th) day following the date the Employee provided written notice to the Company, unless otherwise agreed by the Employee and the Companynotice.

Voluntary Termination for Good Reason. If You may terminate your employment at any time during the Employee term of this Agreement for “Good Reason”, such termination to be effective as of a date at least 30 days after the date a written notice of such termination is delivered by you to CBOE. For purposes of this Agreement, “Good Reason” shall voluntarily terminate his be deemed to exist if, and only if, without your express written consent: a. CBOE shall assign to you duties or responsibilities that are inconsistent in any material and adverse respect with your current duties, responsibilities or status with CBOE (including any material and adverse diminution of such duties or responsibilities) or a material and adverse change in the officer titles you hold with CBOE; b. CBOE shall reduce your base salary, or materially reduce your fringe benefits and perquisites; c. CBOE shall require you to relocate your principal business office or your principal place of residence more than thirty (30) miles from ▇▇▇ ▇. ▇▇▇▇▇▇▇ Street, Chicago, Illinois, or assign to you duties that would reasonably require such relocation; or d. CBOE shall terminate, reduce or limit your participation in any bonus or incentive arrangement, benefit plan or insurance plan relative to the level of participation of other senior executives of similar rank, based upon an arbitrary decision of CBOE rather than a decision reasonably related to the level of your job performance, and only to such an extent as to materially reduce the aggregate value of your incentive compensation and benefits below their aggregate value as of the date hereof. A termination of your employment hereunder for Good Reason shall be effectuated by giving CBOE written notice of the termination within sixty (as defined below)60) days of the event constituting Good Reason, setting forth in reasonable detail the Employee specific conduct of CBOE constituting Good Reason. Notwithstanding anything herein to the contrary, if you terminate your employment for Good Reason, CBOE shall receive an amount equal pay to two (2) times the sum of you (i) his then current Base Salary your base salary (based upon the annual rate in effect on the date of termination) and prorated targeted bonus through the date of termination and (ii) his Target Incentive Bonus, which amount shall be payable in equal monthly installments during the period commencing Severance Payments and Insurance Premiums on the date specified in Section 5(i) below same terms and ending two (2) years following the Date of Termination. The Employee shall also be entitled to receive any earned but unpaid Incentive Bonus for any calendar year ending prior to the Date of Termination, a pro-rated Incentive Bonus for the current calendar year for the period ending on the Date of Termination and, subject to the terms set forth same conditions as described in Section 5(d) above, the COBRA Subsidy. “Good Reason” means: (i) the assignment to the Employee of any duties inconsistent with his status as President and Chief Executive Officer of the Company or a material adverse alteration in the nature or status of his responsibilities from those provided herein or the transfer of a significant portion of such responsibilities to one or more other persons, in all such cases without the prior written consent of the Employee, which assignment, alteration or transfer is not rescinded within such thirty (30)-day period after such written notice; (ii) the failure by the Company to pay or provide to the Employee, within thirty (30) days of a written demand for the same, any amount of compensation or any benefit which is due, owing and payable pursuant to the terms hereof or of any applicable plan, program, arrangement or policy and which is then unpaid; (iii) a requirement, without the Employee’s consent, to move the Employee’s principal office location more than fifty (50) miles from the location of the Company’s executive offices as of the Commencement Date; (iv) the adjustment of the Base Salary to an amount lower than was in effect immediately prior to such adjustment (other than pursuant to an across-the-board reduction applicable to all similarly situated executives); (v) the Board requests that the Employee take any action or omit to take any action, which action or omission the Employee reasonably believes in good faith is a violation of any law or binding governmental regulation; provided that the Employee notifies the Board of his objection prior to such action or omission; or (vi) the breach in any material respect by the Company of any of its other obligations or agreements set forth herein. Notwithstanding the foregoing, the Employee must provide the Company thirty (30) days’ prior written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within ninety (90) days following the initial existence of such condition. During such thirty (30)-day notice period, the Company shall have a cure right (if curable), and if not cured within such period, the Employee’s termination will be effective upon the sixtieth (60th) day following the date the Employee provided written notice to the Company, unless otherwise agreed by the Employee and the CompanyParagraph 1.

Voluntary Termination for Good Reason. If the Employee shall voluntarily Executive may terminate this Agreement and his employment hereunder for Good Reason (as defined below), in this Agreement) by giving written notice of such termination to the Employee shall receive an amount equal to two (2) times the sum of (i) his then current Base Salary and (ii) his Target Incentive BonusBoard, which amount shall be payable in equal monthly installments during the period commencing termination will become effective on the date specified 31st day following receipt. As used in Section 5(i) below and ending two (2) years following the Date of Termination. The Employee shall also be entitled to receive any earned but unpaid Incentive Bonus for any calendar year ending prior to the Date of Terminationthis Agreement, a pro-rated Incentive Bonus for the current calendar year for the period ending on the Date of Termination and, subject to the terms set forth in Section 5(d) above, the COBRA Subsidy. “Good Reason” meansshall mean the occurrence of one or more of the following: (i) a material reduction in or failure to pay Executive’s Base Salary, benefits or other compensation specified in Section 3 of this Agreement (including without limitation a reduction of the assignment target amount of incentive bonuses determined pursuant to the Employee provisions of Section 3(b) above); (ii) involuntary relocation of the primary work location for the Executive to a location more than 50 miles from the current location; (iii) the Company materially breaches this Agreement; (iv) there is any material diminution in Executive’s duties such that they are materially inconsistent with his status position as President and Chief Executive Officer of the Company or a material adverse alteration in the nature or status of his responsibilities from those provided herein or the transfer of a significant portion of such responsibilities to one or more other persons, in all such cases without the prior written consent of the Employee, which assignment, alteration or transfer is not rescinded within such thirty (30)-day period after such written notice; (ii) the failure by the Company to pay or provide to the Employee, within thirty (30) days of a written demand for the same, any amount of compensation or any benefit which is due, owing and payable pursuant to the terms hereof or of any applicable plan, program, arrangement or policy and which is then unpaid; (iii) a requirement, without the Employee’s consent, to move the Employee’s principal office location more than fifty (50) miles from the location of the Company’s executive offices as of the Commencement Date; (iv) the adjustment of the Base Salary to an amount lower than was in effect immediately prior to such adjustment (other than pursuant to an across-the-board reduction applicable to all similarly situated executives); (v) Executive is removed from either of the Board requests that positions of President or Chief Executive Officer of the Employee take Company or any action or omit successor to take any action, which action or omission the Employee reasonably believes in good faith Company; (vi) there is a violation change in the reporting structure so that Executive reports to someone other than the Board; (vii) in the event of any law a Change of Control, the successor to the Company or binding governmental regulation; provided that the Employee notifies Company’s business fails to offer Executive the position of President and Chief Executive Officer of the successor company, reporting only to the Board of his objection prior to such action or omission; or (vi) Directors of the breach in any material respect by the Company of any of its other obligations or agreements set forth herein. Notwithstanding the foregoing, the Employee must provide the Company thirty (30) days’ prior written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within ninety (90) days following the initial existence of such condition. During such thirty (30)-day notice period, the Company shall have a cure right (if curable), and if not cured within such period, the Employee’s termination will be effective upon the sixtieth (60th) day following the date the Employee provided written notice successor to the Company, unless otherwise agreed with duties, responsibilities, compensation and benefits materially similar to those enjoyed by Executive immediately preceding the Employee Change of Control and/or such successor company fails to assume the obligations of the Company under and become a party to this Agreement; or (viii) the securities of the Company or any successor to the Company or the Company’s business are not traded on a U.S. national securities exchange (such as the New York Stock Exchange, the Nasdaq Global Market or the American Stock Exchange), other than in the event of a Rule 13e-3 transaction (as such term is defined in the rules promulgated under the Securities Exchange Act of 1934, as amended) resulting from a management buyout of the Company including Executive as part of the management group. If Executive resigns for Good Reason, then, in addition to the payment of those benefits listed in Section 5(a), Executive will be entitled to the benefits set forth in subsection 5(e) of this Agreement, as applicable, on the same conditions that apply to those benefits, specifically including, but not limited to, the condition that, during the 21 days following Executive’s termination of employment, Executive signs, and does not thereafter properly revoke, the separation agreement and general release attached as Exhibit A. However, an event that is or would constitute Good Reason shall cease to constitute Good Reason if: (A) Executive does not provide the Company with notice of his intent to terminate this Agreement and his employment and a description of the event that he believes constitutes Good Reason within 12 months after the event occurs; or (B) the Company cures the default that constitutes Good Reason within 30 days after Executive provides the notice described in (A).