Common use of Without Cause or for Good Reason Clause in Contracts

Without Cause or for Good Reason. Executive may only be terminated Without Cause, except in the case of Disability, during either the Initial Term or Extended Term if such termination is approved by a vote of at least Eighty Percent (80%) of the members of the Company’s Board of Directors. Should Executive be terminated by the Company without Cause, except in the case of Disability, or should Executive elect to terminate this Agreement with Good Reason during the first twenty four (24) months of the Initial Term, so long as the Executive is then providing the Executive’s full productive time and energies to the Company and is being paid the full amount of Base Compensation payable pursuant to Section 2(a) above, the Executive shall receive from the Company, in a lump sum payment due on the effective date of termination, an amount equal to twelve (12) monthly payments of the Base Compensation then payable pursuant to Section 2(a), and/or if such termination without Cause occurs after the initial 24 months of the Term, then Synthetica shall be entitled to a payment in an amount equal to six (6) monthly payments of the Base Compensation then payable pursuant to Section 2(a). Further, any termination by the Company without Cause or due to Disability or by Executive for Good Reason shall operate to shorten the period set forth in Section 3(a) and during which the terms of Section 3 shall apply to one year from the date of termination of employment. Executive shall have “Good Reason” to terminate this Agreement and the Executive’s obligation to perform services hereunder as a consequence of any of the following events: (a) a material reduction in his authority, title, responsibilities or duties; (b) the relocation of the Company’s principal executive offices to a location outside the Los Angeles Metropolitan area; (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by the Company to continue in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 10; or (f) a material breach of this Agreement by the Company; provided, however, Good Reason shall exist with respect to a matter only if such matter is not corrected by the Company within 30 days of its receipt of written notice of such matter from Executive.

Without Cause or for Good Reason. Executive The Company may only terminate your employment without Cause at any time and for any reason with notice or you may resign your employment for Good Reason (as defined below in Section 7(b)(ii)) upon thirty days advance written notice (each a “Qualifying Termination”). If your employment is terminated due to a Qualifying Termination, then you will be terminated Without Cause, except eligible to receive the following subject to your timely compliance with Section 7(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A. (i) The Company shall provide you with cash payments equal in the case of Disabilityaggregate to your then annual Base Salary. The cash payments provided by this subpart (i) shall be paid to you in substantially equal monthly installments payable over the 24 month period following your Termination Date, during either the Initial Term or Extended Term if such termination is approved by a vote of at least Eighty Percent (80%) of the members of the Company’s Board of Directors. Should Executive be terminated by the Company without Causeprovided, except in the case of Disabilityhowever, or should Executive elect to terminate this Agreement with Good Reason during the first twenty four payment (24) months of the Initial Term, so long as the Executive is then providing the Executive’s full productive time and energies to the Company and is being paid the full amount of Base Compensation payable pursuant to Section 2(a) above, the Executive shall receive from the Company, in a lump sum payment due on the effective date of termination, an amount equal to twelve (12) monthly payments of the Base Compensation then payable pursuant to Section 2(a), and/or if such termination without Cause occurs after the initial 24 months of the Term, then Synthetica shall be entitled to a payment in an amount equal to six (6one month of Base Salary) monthly payments shall be made on the 60th day following the Termination Date. For purposes of the Base Compensation then payable pursuant to Section 2(a). Furtherthis Agreement, any termination by you may resign your employment from the Company without Cause or due to Disability or by Executive for Good Reason shall operate to shorten the period set forth in Section 3(a) and during which the terms of Section 3 shall apply to one year from the date of termination of employment. Executive shall have “Good Reason” within ninety (90) days after the date that any one of the following events described in the below subparts (1) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within 30 days after its receipt of your written notice (such notice shall describe in detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to terminate resign for Good Reason must be provided to the Company within 45 days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. For avoidance of doubt, the initial existence of any Good Reason event must occur after the Effective Date and before the Expiration Date and the execution of this Agreement and the Executive’s obligation to perform services hereunder as a consequence of any of previous change in your position and title from President and Chief Executive Officer does not constitute Good Reason under either this Agreement or the following events: Former Agreement. (a1) You have incurred a material reduction diminution in his your responsibilities, duties or authority; (2) You have incurred a material diminution in your Base Salary; or (3) The Company has materially breached a material term of this Agreement. For avoidance of doubt, title, responsibilities or duties; (bthis Section 7(b) the relocation of the Company’s principal executive offices does not apply to a location outside the Los Angeles Metropolitan area; (c) the assignment termination of employment due to Executive of any duties death or responsibilities Disability which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by the Company to continue in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated addressed in Section 10; or (f7(d) a material breach of this Agreement by the Company; provided, however, Good Reason shall exist with respect to a matter only if such matter is not corrected by the Company within 30 days of its receipt of written notice of such matter from Executivebelow.

Without Cause or for Good Reason. Executive This Agreement may only be terminated Without Cause, except in the case of Disability, during either the Initial Term or Extended Term if such termination is approved by a vote of at least Eighty Percent (80%) of the members of the Company’s Board of Directors. Should Executive be terminated by the Company without Causecause on no less than three hundred sixty-five (365) days advance notice by the Company or by the Executive without cause on no less than forty-five (45) days, except in but no more than 365 days, advance notice to the case Company or by the Executive for Good Reason. The notice from either party will specify the effective date of Disabilitythe Executive’s employment termination (the “Termination Date”). If terminated without cause by the Company or for Good Reason by the Executive, or should the Company will pay to the Executive elect to terminate all accrued but unpaid Base Salary and benefits as of the date such notice of termination is delivered (the “Notice Date”). In addition, if this Agreement with is terminated without cause by the Company or for Good Reason during by the first twenty four (24) months of the Initial TermExecutive, so long as the Executive is then providing continues to abide by the Executive’s full productive time provisions of Sections 4(b), 4(c) and energies 6 herein notwithstanding any expiration of the period specified therein, the Company will continue to pay to the Company and is being paid the full amount of Base Compensation payable pursuant to Section 2(a) above, the Executive shall receive from the Company, in a lump sum payment due on the effective date of termination, an amount equal to twelve (12) monthly payments the Base Salary as and when it would be paid to its executives generally through the Termination Date. On the Termination Date, the Company will provide the Executive with a cash payment equal to the Executive’s annual Base Salary as of the Base Compensation then payable pursuant to Section 2(a)Notice Date. As used herein, and/or if such termination without Cause occurs after the initial 24 months of the Term, then Synthetica shall be entitled to a payment in an amount equal to six (6) monthly payments of the Base Compensation then payable pursuant to Section 2(a). Further, any termination by the Company without Cause or due to Disability or by Executive for Good Reason shall operate to shorten the period set forth in Section 3(a) and during which the terms of Section 3 shall apply to one year from the date of termination of employment. Executive shall have “Good Reason” to terminate this Agreement and the Executive’s obligation to perform services hereunder as a consequence of will mean any of the following eventswhich remains uncured by the Company for twenty (20) days after the Notice Date: (a) a material reduction substantial adverse alteration in his authority, title, the then-current responsibilities or dutiesof the Executive in a manner not contemplated under Section 1 hereof; (b) any material breach of this Agreement by the relocation Company, including any purported termination of the CompanyExecutive’s principal executive offices to a location outside the Los Angeles Metropolitan areaemployment which breaches this Agreement; (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure a change by the Company in the location at which the Executive is required to continue perform his principal duties hereunder to offices that are not located in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is the Chicago greater metropolitan area; or (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (ed) the failure of the Company to obtain a satisfactory agreement from any successor or assign transferee of the Company to assume or its subsidiaries an express written and agree to perform unconditional assumption of the Company’s obligations under this Agreement. Notwithstanding anything to the contrary in this Section 3(b)(ii), as contemplated in Section 10; or (f) the Company may require the Executive to leave Company premises immediately on the Notice Date. Such a material breach requirement will not relieve the Company of its obligations herein, including its obligation to continue Base Salary and benefits through the Termination Date. In the event the Executive terminates this Agreement by the Company; providedwithout cause or Good Reason, however, Good Reason shall exist with respect to a matter only if such matter is not corrected by the Company within 30 days will only be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits as of its receipt of written notice the date of such matter from Executivetermination.

Without Cause or for Good Reason. Executive may only be terminated Without Cause, except in the case of Disability, during either the Initial Term or Extended Term if such termination is approved by a vote of at least Eighty Sixty Six and Two Thirds Percent (8066.67%) of the members of the Company’s Board of Directors. Should Executive be terminated by the Company without Cause, except in the case of Disability, or should Executive elect to terminate this Agreement EH EmpAgmt Initial ______ with Good Reason during the first twenty four (24) months of the Initial Term, so long as the Executive is then providing the Executive’s full productive time and energies to the Company and is being paid the full amount of Base Compensation payable pursuant to Section 2(a) above, the Executive shall receive from the Company, in a lump sum payment due on the effective date of termination, an amount equal to twelve (12) monthly payments of the Base Compensation then payable pursuant to Section 2(a), and/or if such termination without Cause occurs after the initial 24 months of the Term, then Synthetica the Executive shall be entitled to a payment in an amount equal to six (6) monthly payments of the Base Compensation then payable pursuant to Section 2(a). Further, any termination by the Company without Cause or due to Disability or by Executive for Good Reason shall operate to shorten the period set forth in Section 3(a) and during which the terms of Section 3 shall apply to one year from the date of termination of employment. Executive shall have “Good Reason” to terminate this Agreement and the Executive’s obligation to perform services hereunder as a consequence of any of the following events: (a) a material reduction in his authority, title, responsibilities or duties; (b) the relocation of the Company’s principal executive offices to a location outside the Los Angeles Metropolitan area; (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by the Company to continue in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 10; or (f) a material breach of this Agreement by the Company; provided, however, Good Reason shall exist with respect to a matter only if such matter is not corrected by the Company within 30 days of its receipt of written notice of such matter from Executive.

Without Cause or for Good Reason. Executive may only be terminated Without Cause, except in the case of Disability, during either the Initial Term or Extended Term if such termination is approved by a vote of at least Eighty Sixty Six and Two Thirds Percent (8066.67%) of the members of the Company’s Board of Directors. Should Executive be terminated by the Company without Cause, except in the case of Disability, or should Executive elect to terminate this Agreement with Good Reason during the first twenty four (24) months of the Initial Term, so long as the Executive is then providing the Executive’s full productive time and energies to the Company and is being paid the full amount of Base Compensation payable pursuant to Section 2(a) above, the Executive shall receive from the Company, in a lump sum payment due on the effective date of termination, an amount equal to twelve (12) monthly payments of the Base Compensation then payable pursuant to Section 2(a), and/or if such termination without Cause occurs after the initial 24 months of the Term, then Synthetica the Executive shall be entitled to a payment in an amount equal to six (6) monthly payments of the Base Compensation then payable pursuant to Section 2(a). Further, any termination by the Company without Cause or due to Disability or by Executive for Good Reason shall operate to shorten the period set forth in Section 3(a) and during which the terms of Section 3 shall apply to one year from the date of termination of employment. JL EmpAgmt Initial _____ Executive shall have “Good Reason” to terminate this Agreement and the Executive’s obligation to perform services hereunder as a consequence of any of the following events: (a) a material reduction in his authority, title, responsibilities or duties; (b) the relocation of the Company’s principal executive offices to a location outside the Los Angeles Metropolitan area; (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by the Company to continue in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 10; or (f) a material breach of this Agreement by the Company; provided, however, Good Reason shall exist with respect to a matter only if such matter is not corrected by the Company within 30 days of its receipt of written notice of such matter from Executive.

Without Cause or for Good Reason. The Company may terminate Executive's employment hereunder without Cause at any time, and Executive may only be terminated Without Causeterminate his employment hereunder for Good Reason (as defined below) at any time, except in the either case of Disability, during either the Initial Term or Extended Term if such termination effective thirty (30) days after written notice. If Executive is approved by a vote of at least Eighty Percent (80%) of the members of the Company’s Board of Directors. Should Executive be terminated by the Company without Cause, except in the case of Disability, Cause or should if Executive elect to terminate this Agreement with terminates Executive's employment hereunder for Good Reason during the first twenty four three (243) months years of the Term (the "Initial Term"), so long as the Executive is then providing the Executive’s full productive time and energies to the Company and is being paid the full amount of Base Compensation payable pursuant to Section 2(a) above, the Executive shall receive from the Company, in a lump lump-sum payment due on the effective date of termination, an the base salary at the rate then in effect for whatever time period is remaining under the Initial Term of this Agreement or for one (1) year, whichever amount equal to twelve (12) monthly payments of the Base Compensation then payable pursuant to Section 2(a), and/or if such termination without Cause occurs after the initial 24 months of the Term, then Synthetica shall be entitled to a payment in an amount equal to six (6) monthly payments of the Base Compensation then payable pursuant to Section 2(a)is greater. Further, any termination If Executive is terminated by the Company without Cause or due to Disability or by should Executive terminate for Good Reason during the final two (2) year period of the Term, Executive shall receive from the Company, in a lump-sum payment due on the effective date of termination, one year's salary at the base salary rate then in effect. Further, any termination without Cause by the Company shall operate to shorten the period set forth in Section paragraph 3(a) and during which the terms of Section paragraph 3 shall apply to one (1) year from the date of termination of employment. If Executive resigns or otherwise terminates his employment hereunder without Good Reason, the provisions of paragraph 3 hereof shall apply, except that Executive shall have “receive no severance compensation. If Executive is terminated without Cause or terminates his employment hereunder for Good Reason” , (1) the Company shall make the insurance premium payments contemplated by COBRA for a period of 12 months after such termination, and (2) the Executive shall be entitled to terminate this Agreement and the Executive’s obligation to perform services hereunder as receive a consequence pro rated portion of any of annual bonus to which the following events: (a) a material reduction in his authority, title, responsibilities or duties; (b) Executive would have been entitled for the relocation of year during which the Company’s principal executive offices to a location outside termination occurred had the Los Angeles Metropolitan area; (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by the Company to continue in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has not been made with respect to such plan or perquisite, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 10; or (f) a material breach of this Agreement by the Company; provided, however, Good Reason shall exist with respect to a matter only if such matter is not corrected by the Company within 30 days of its receipt of written notice of such matter from Executiveterminated.

Without Cause or for Good Reason. Executive This Agreement may only be terminated Without Cause, except in the case of Disability, during either the Initial Term or Extended Term if such termination is approved by a vote of at least Eighty Percent (80%) of the members of the Company’s Board of Directors. Should Executive be terminated by the Company without Causecause on no less than three hundred sixty-five (365) days’ advance notice by the Company or by the Executive without cause on no less than ninety (90) days’, except in but no more than 365 days’, advance notice to the case Company or by the Executive for Good Reason. The notice from either party will specify the effective date of Disabilitythe Executive’s employment termination (the “Termination Date”). If terminated without cause by the Company or for Good Reason by the Executive, or should the Company will pay to the Executive elect all accrued but unpaid Base Salary and benefits as of the date such notice of termination is delivered (the “Notice Date”). On the Termination Date, the Company will provide the Executive with a cash payment equal to terminate the Executive’s annual Base Salary as of the Notice Date. In addition, if this Agreement with is terminated without cause by the Company or for Good Reason during by the first twenty four (24) months of the Initial TermExecutive, so long as the Executive is then providing continues to abide by the Executive’s full productive time provisions of Sections 4(b), 4(c) and energies 6 herein notwithstanding any expiration of the period specified therein, the Company will continue to pay to the Company and is being paid the full amount of Base Compensation payable pursuant to Section 2(a) above, the Executive shall receive from the Company, in a lump sum payment due on the effective date of termination, an amount equal to twelve (12) monthly payments of the Base Compensation then payable pursuant Salary as and when it would be paid to Section 2(a)its executives generally through the Termination Date. As used herein, and/or if such termination without Cause occurs after the initial 24 months of the Term, then Synthetica shall be entitled to a payment in an amount equal to six (6) monthly payments of the Base Compensation then payable pursuant to Section 2(a). Further, any termination by the Company without Cause or due to Disability or by Executive for Good Reason shall operate to shorten the period set forth in Section 3(a) and during which the terms of Section 3 shall apply to one year from the date of termination of employment. Executive shall have “Good Reason” to terminate this Agreement and the Executive’s obligation to perform services hereunder as a consequence of will mean any of the following eventswhich remains uncured by the Company for twenty (20) days after the Notice Date: (a) a material reduction substantial adverse alteration in his authority, title, the then-current responsibilities or dutiesof the Executive; (b) the relocation of the Company’s principal executive offices to a location outside the Los Angeles Metropolitan area; (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by the Company to continue in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 10; or (f) a material breach of this Agreement by the Company, including any purported termination of the Executive’s employment which breaches this Agreement; provided, however, Good Reason shall exist with respect to or (c) a matter only if such matter is not corrected change by the Company within 30 days in the location at which the Executive is required to perform his principal duties hereunder to offices that are not located in the Chicago or New York greater metropolitan areas. Notwithstanding anything to the contrary in this Section 3(b)(ii), the Company may require the Executive to leave Company premises immediately on the Notice Date. Such a requirement will not relieve the Company of its receipt obligations herein, including its obligation to continue Base Salary and benefits through the Termination Date. In the event the Executive terminates this Agreement without cause or Good Reason, the Company will only be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits as of written notice the date of such matter from Executivetermination.

Without Cause or for Good Reason. Executive may only be terminated Without Cause, except in the case of Disability, during either the Initial Term or Extended Term if such termination If Executive’s employment is approved by a vote of at least Eighty Percent (80%) of the members of the Company’s Board of Directors. Should Executive be terminated by the Company without Cause, except in the case of Disability, Cause or should by Executive elect to terminate this Agreement with for Good Reason during the Term of this Agreement then Executive shall be entitled to receive (i) accrued but unpaid Base Salary and accrued and unused vacation pay through the date of such termination, (ii) continuation of coverage under the Company’s medical plan until the earlier of the date on which the Executive first twenty four becomes eligible for coverage under the group medical and dental plans of a new employer or six (246) months of the Initial Term, so long as the Executive is then providing the Executive’s full productive time and energies to the Company and is being paid the full amount of Base Compensation payable pursuant to Section 2(a) above, the Executive shall receive from the Company, in a lump sum payment due on the effective date of termination, and (iii) an amount equal to twelve one (121) monthly payments year’s Base Salary (at Executive’s then-current rate). The amount determined pursuant to this Paragraph 6(c) shall be paid in a single lump sum within ten (10) business days following the execution of the Base Compensation then payable pursuant general release referred to Section 2(ain Paragraph 6(f). In the event Executive’s employment is terminated, and/or if such termination without Cause occurs after either voluntarily or involuntarily, at the initial 24 months end of the TermTerm as a result of non-renewal by Executive, then Synthetica Executive shall not be entitled to a any severance payment or continuation of medical coverage. Executive agrees that in an amount equal to six (6) monthly the event this Agreement is terminated by the Company without Cause or by the Executive for Good Reason, the payments of the Base Compensation then payable pursuant to Section 2(a)this Paragraph 6(c) shall be the sole payment to be made to Executive as a result of said termination. FurtherExecutive acknowledges that Executive has been advised and expressly agrees that it is the Company’s policy that payment of annual or other bonuses by the Company is completely a matter of discretion, any and Executive agrees that in the event of Executive’s termination by the Company without Cause or due to Disability or by Executive for Good Reason shall operate Reason, Executive has no legal right to shorten the period payment of any bonus whatsoever, whether in whole or in part. Aside from the payments set forth in Section 3(a) and during which the terms of Section 3 shall apply to one year from the date of termination of employment. Executive shall have “Good Reason” to terminate this Agreement and the Executive’s obligation to perform services hereunder as a consequence of any of the following events: (a) a material reduction in his authorityParagraph 6(c), title, responsibilities or duties; (b) the relocation of the Company’s principal executive offices to a location outside the Los Angeles Metropolitan area; (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by the Company shall not be obligated to continue in effect provide any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material other payments or benefits to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 10; or (f) a material breach of this Agreement by the Company; provided, however, Good Reason shall exist with respect to a matter only if such matter is not corrected by the Company within 30 days of its receipt of written notice of such matter from Executive.

Without Cause or for Good Reason. Executive may only be terminated Without Cause, except in the case of Disability, during either the Initial Term or Extended Term if such termination is approved by a vote of at least Eighty Sixty Six and Two Thirds Percent (8066.67%) of the members of the Company’s Board of Directors. Should Executive be terminated by the Company without Cause, except in the case of Disability, or should Executive elect to terminate this Agreement with Good Reason during the first twenty four (24) months of the Initial Term, so long as the Executive is then providing the Executive’s full productive time and energies to the Company and is being paid the full amount of Base Compensation payable pursuant to Section 2(a) above, the Executive shall receive from the Company, in a lump sum payment due on the effective date of termination, an amount equal to twelve (12) monthly payments of the Base Compensation then payable pursuant to Section 2(a), and/or if such termination without Cause occurs after the initial 24 months of the Term, then Synthetica the Executive shall be entitled to a payment in an amount equal to six (6) monthly payments of the Base Compensation then payable pursuant to Section 2(a). Further, any termination by the Company without Cause or due to Disability or by Executive for Good Reason shall operate to shorten the period set forth in Section 3(a) and during which the terms of Section 3 shall apply to one year from the date of termination of employment. Executive shall have “Good Reason” to terminate this Agreement and the Executive’s obligation to perform services hereunder as a consequence of any of the following events: (a) a material reduction in his authority, title, responsibilities or duties; (b) the relocation of the Company’s principal executive offices to a location outside the Los Angeles Metropolitan area; (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by the Company to continue in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, or JS EmpAgmt Initial ______ the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 10; or (f) a material breach of this Agreement by the Company; provided, however, Good Reason shall exist with respect to a matter only if such matter is not corrected by the Company within 30 days of its receipt of written notice of such matter from Executive.

Without Cause or for Good Reason. Executive may only be If Employee’s employment hereunder is terminated Without Cause, except in the case of Disability, during either the Initial Term or Extended Term if such termination is approved by a vote of at least Eighty Percent (80%) of the members of the Company’s Board of Directors. Should Executive be terminated any time by the Company Bank without CauseCause during the First Term, except in the case of DisabilitySecond Term, Mutual Extension, Third Term, or should Executive elect to terminate this Agreement with Good Reason during the first twenty four (24) months of the Initial Termany Automatic Extension, so long as the Executive is then providing the Executive’s full productive time and energies to the Company and is being paid the full amount of Base Compensation payable applicable, pursuant to Section 2(a) 7.C above, or if during the Executive First Term, Second Term, Mutual Extension, Third Term, or any Automatic Extension, as applicable, Employee terminates his employment hereunder for Good Reason as defined in Section 7.D above or without Good Reason, then Employee shall receive from be entitled to receive: an amount equal to the Companythen remaining Salary through the end of the First Term, Second Term, Mutual Extension, Third Term, or any Automatic Extension, as applicable, as well as all Accrued Benefits, paid in a lump sum payment due on as soon as administratively practicable but in any event no later than sixty (60) calendar days following the effective date of terminationTermination. Also, an amount equal to twelve (12) monthly payments of if during the Base Compensation then payable pursuant to Section 2(a)Second Term, and/or if such termination Mutual Extension, Third Term, or any Automatic Extension the Bank terminates Employee’s employment without Cause occurs after the initial 24 months of the Termor Employee terminates his employment hereunder for Good Reason or without Good Reason, then Synthetica Employee shall be entitled to a payment in an any accrued but unpaid amount equal to six (6) monthly payments of the Base Compensation then payable pursuant fully discretionary Second Special Award and Third Special Award on a pro rata basis for the period up to Section 2(a)the date the Termination occurs and be paid as soon as administratively practicable following the date of the Termination. FurtherIn addition, any termination by if during the Company Second Term, the Bank terminates Employee without Cause or due to Disability Employee terminates his employment hereunder for Good Reason, or by Executive if during the Mutual Extension, Third Term, or any Automatic Extension, the Bank terminates Employee without Cause or Employee terminates his employment hereunder for Good Reason or without Good Reason, Employee shall operate be entitled to shorten receive the period set forth in Section 3(a) and during which Severance Payment, where the terms expiration of Section 3 shall apply to one year from this Agreement is the date of termination of employmenttermination. Executive shall have “Good Reason” If the Employee is otherwise entitled to terminate this Agreement and the Executive’s obligation to perform services hereunder as a consequence of any EIP Awards referenced above by operation of the following events: EIP and receives such amount(s), then (ai) a material reduction in his authority, title, responsibilities or duties; (b) Employee shall receive the relocation greater of the Company’s principal executive offices to a location outside the Los Angeles Metropolitan area; (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by the Company to continue in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, EIP Awards or the failure by the Company to continue Executive’s participation thereinSeverance Payment, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated but in Section 10; or (f) a material breach of this Agreement by the Company; provided, however, Good Reason no event shall exist with respect to a matter only if such matter is not corrected by the Company within 30 days of its receipt of written notice of such matter from ExecutiveEmployee receive both.”

Without Cause or for Good Reason. For purposes of this agreement, "good reason" means the occurrence, without Executive's consent, of any of the following: (i) unless corrected within 15 days of written notice by Executive may only be terminated Without Causeto the Company's Board of Directors of Executive's objection thereto, the assignment to the Executive of any significant duties materially inconsistent with the Executive's status as an officer of the Company or a substantial diminution in the nature of the Executive's responsibilities or Executive's status; or (ii) a reduction in the Executive's annual base salary as in effect on the date of this Agreement, except in for across-the-board salary reductions similarly affecting all executives. In the case of Disability, during either the Initial Term or Extended Term if such termination event that Executive's employment is approved by a vote of at least Eighty Percent (80%) of the members of the Company’s Board of Directors. Should Executive be terminated by the Company without Causecause or by Executive for good reason, except following such termination and upon execution by Executive of a general release on employment matters in the case favor of Disability, or should Executive elect to terminate this Agreement with Good Reason during the first twenty four (24) months of the Initial Term, so long as the Executive is then providing the Executive’s full productive time and energies to the Company and is being paid the full amount of Base Compensation payable pursuant to Section 2(a) above, the Executive shall receive from the Company, in a lump sum payment form satisfactory to the Company, releasing any and all claims, including claims for payments (other than those payments which may be due on under subparagraph 4.1 and 4.2) due to Executive arising under or pursuant to this Agreement against the effective date of termination, an amount equal to twelve (12) monthly payments Company as of the Base Compensation then payable pursuant to Section 2(a)termination date, and/or if such termination without Cause occurs after the initial 24 months of the Term, then Synthetica shall be entitled to a payment in an amount equal to six (6) monthly payments of the Base Compensation then payable pursuant to Section 2(a). Further, any termination by the Company without Cause or due to Disability or by shall pay Executive for Good Reason shall operate to shorten the period set forth in Section 3(a) and during which the terms of Section 3 shall apply to one year from the date of termination of employment. Executive shall have “Good Reason” to terminate this Agreement and the Executive’s obligation to perform services hereunder as a consequence of any of the following events: his annual base salary (a) a material reduction in his authority, title, responsibilities or duties; (b) the relocation of the Company’s principal executive offices to a location outside the Los Angeles Metropolitan area; (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; on the Termination Date until the earlier of (di) the failure by one year anniversary of the termination date and (ii) July 1,2007. Each severance payment under this Agreement shall be payable in accordance with the Company's normal payroll procedures and cycles and shall be subject to withholding of applicable taxes and governmental charges in accordance with federal and state law. After payment of the severance amounts described in this subparagraph 4.3, the Company shall have no obligation to continue make any further severance or other payment to or on behalf of Executive except as otherwise expressly contemplated by this Agreement. Notwithstanding the foregoing, in effect the event that Executive shall breach any employee benefit plan in which Executive participates and/or any perquisite provided of Executive, which is (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute 's obligations under paragraphs 5 or alternative plan) has been made with respect to such plan or perquisite, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure 6 of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated then in Section 10; or (f) a material breach of addition to any other rights that the Company may have under this Agreement by the Company; providedor otherwise, however, Good Reason shall exist with respect to a matter only if such matter is not corrected by the Company within 30 days of its receipt of written notice of such matter shall be relieved from Executiveand shall have no further obligation to pay Executive any amounts to which Executive would otherwise be entitled pursuant to this paragraph 4.

Without Cause or for Good Reason. The Company may elect to terminate the Executive’s employment hereunder without Cause (and not by reason of the Executive’s death or Disability) upon written notice to the Executive or the Executive may only elect to terminate his employment hereunder by resigning for Good Reason (as defined below) in accordance with the following provisions. “Good Reason” shall be terminated Without Causedeemed to exist if, except without the Executive’s prior written consent: (i) there is a material diminution in title and/or duties, responsibilities, or authority, or reporting relationship of the Executive to whom the Executive reports and under whose direction the Executive is subject (in this case in the case event that the Executive shall no longer report to the Board); (ii) the Company requires the Executive to move from Jacksonville, Florida to another location of Disabilitythe Company or any affiliate, during either and the Initial Term or Extended Term if such termination distance between the Executive’s current residence and new job site is approved by a vote of at least Eighty Percent one hundred (80100) miles greater than the distance between the Executive’s current residence and former job site; (iii) there is a failure or refusal or default by the Company to perform any material obligation under this Agreement, or any other written agreement between the Executive and the Company, including without limitation, a material failure by the Company to comply with the provisions regarding salary, incentive compensation, the MIP, business expense reimbursement and benefits; or (iv) there is a diminution in the Base Salary accorded to the Executive in excess of five percent (5%) of the members Base Salary then in effect. In each such case of Good Reason, the Executive shall provide the Company with written notice of the grounds for a Good Reason termination, and the Company shall have a period of thirty (30) days to cure after receipt of the written notice. Resignation by the Executive following Company’s cure or before the expiration of the 30-day cure period shall constitute a voluntary resignation pursuant to Section 13(d) and not a termination or resignation for Good Reason. If the alleged Good Reason event has not been cured at the end of the cure period, the Executive’s termination of employment for Good Reason will be effective on the first day following the last day of the 30-day cure period, provided that the Executive terminates employment within sixty (60) days of the end of the cure period. If the Executive terminates after such 60-day period, such termination shall constitute a voluntary resignation under Section 13(d) and not a termination for Good Reason. If the Executive’s employment is terminated pursuant to this Section 13(c), then, subject to Sections 13(f) and 15, the Executive shall be entitled to the Accrued Benefits accrued through the effective date of such termination plus any earned but unpaid Incentive Bonus for the previous year (preceding the year in which the termination occurs), plus a prorated Incentive Bonus for the year of termination, based upon actual performance for such year, which will be paid after the end of the Company’s Board of Directorsfiscal year at the normal time such bonuses are paid. Should Executive be terminated by Additionally, the Company without Causeshall pay the Executive an amount equal to two hundred percent (200%) of the sum of (i) the Executive’s then Base Salary plus (ii) the Executive’s then Target Bonus (the “Severance Payment”), except which shall be payable in the case of Disability, or should Executive elect to terminate this Agreement with Good Reason equal monthly installments during the first twenty Company’s regular payroll periods during the twelve (12) months after such termination. In addition, the Company will provide the Executive with COBRA coverage plus any additional healthcare continuation coverage necessary to equal a total of twenty-four (24) months following the Executive’s termination of employment, all at the Initial Termsame level and with the same subsidy by the Company as was provided to the Executive and/or spouse and covered dependents immediately prior to such termination of employment, but in all events, only for so long as the Executive is then providing not eligible for materially comparable coverage under any other employer’s group health plan, as determined in the Company’s discretion. The Executive shall be obligated to notify the Company whenever he becomes eligible for any other employer group health plan coverage (whether or not he elects such coverage). Except for the payments set forth in this Section 13(c), if the Executive’s full productive time and energies employment is terminated pursuant to this Section 13(c), the Company shall have no further compensation obligation hereunder with respect to the Company and is being paid Executive. Notwithstanding the full amount of Base Compensation payable pursuant to Section 2(a) above, if the Executive Executive’s termination under this Section 13(c) is within twenty-four (24) months after a “Change of Control” (as defined below), the Severance Payment described above shall receive from the Company, be paid in a single lump sum payment due on the effective date of termination, an amount equal to twelve within ten (1210) monthly payments of the Base Compensation then payable pursuant to Section 2(a), and/or if business days after such termination without Cause occurs after the initial 24 months of the Term, then Synthetica shall (or such later time as may be entitled to a payment in an amount equal to six (6) monthly payments of the Base Compensation then payable pursuant to required under Section 2(a409A). Further, any termination by the Company without Cause or due to Disability or by Executive for Good Reason shall operate to shorten the period set forth in Section 3(a) and during which the terms of Section 3 shall apply to one year from the date of termination of employment. Executive shall have “Good Reason” to terminate this Agreement and the Executive’s obligation to perform services hereunder as a consequence of any of the following events: (a) a material reduction in his authority, title, responsibilities or duties; (b) the relocation of the Company’s principal executive offices to a location outside the Los Angeles Metropolitan area; (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by the Company to continue in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 10; or (f) a material breach of this Agreement by the Company; provided, however, Good Reason shall exist with respect to a matter only if such matter is not corrected by the Company within 30 days of its receipt of written notice of such matter from Executive.

Without Cause or for Good Reason. Executive The Employment Term and the Executive’s employment hereunder may only be terminated Without Cause, except in the case of Disability, during either the Initial Term or Extended Term if such termination is approved by a vote of at least Eighty Percent (80%) of the members of the Company’s Board of Directors. Should Executive be terminated by the Executive for Good Reason or by the Company without CauseCause in accordance with the terms and conditions herein. In the event of such termination, except in the case Executive shall be entitled to receive the Accrued Amounts and subject to the Executive’s compliance with Section 6, Section 7, Section 8, and Section 9 of Disability, or should Executive elect to terminate this Agreement with Good Reason during and the first Executive's execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming effective within 30 days following the Termination Date (such 30-day period, the “Release Execution Period”)], the Executive shall be entitled to receive the following: i. continued Base Salary and health care benefits at a substantially similar level to the benefits provided while Executive was employed by the Company for a period of twenty four (24) months of as if there had been no Termination, from the Initial TermTermination Date payable in equal installments in accordance with the Company’s normal payroll practices, so long as but no less frequently than monthly, which shall commence within 14 days following the Executive is then providing Termination Date; ii. subject to proration, any earned but unpaid Annual Bonus with respect to any calendar year immediately preceding the Executive’s full productive time and energies Termination Date, which shall be paid on the otherwise applicable payment date except to the Company and extent payment is being paid the full amount of Base Compensation payable otherwise deferred pursuant to Section 2(a) aboveany applicable deferred compensation arrangement; iii. all outstanding equity-based compensation awards, the Executive including stock options/stock appreciation rights, restricted stock units, or otherwise shall receive from the Company, remain outstanding and shall vest or be forfeited in a lump sum payment due on the effective date of termination, an amount equal to twelve (12) monthly payments of the Base Compensation then payable pursuant to Section 2(a), and/or if such termination without Cause occurs after the initial 24 months of the Term, then Synthetica shall be entitled to a payment in an amount equal to six (6) monthly payments of the Base Compensation then payable pursuant to Section 2(a). Further, any termination by the Company without Cause or due to Disability or by Executive for Good Reason shall operate to shorten the period set forth in Section 3(a) and during which accordance with the terms of Section 3 shall apply to one year from the date of termination of employment. Executive shall have “Good Reason” to terminate this Agreement and the Executive’s obligation to perform services hereunder as a consequence of any of the following events: (a) a material reduction in his authority, title, responsibilities or duties; (b) the relocation of the Company’s principal executive offices to a location outside the Los Angeles Metropolitan area; (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by the Company to continue in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 10; or (f) a material breach of this Agreement by the Company; provided, however, Good Reason shall exist with respect to a matter only if such matter is not corrected by the Company within 30 days of its receipt of written notice of such matter from Executiveapplicable award agreements.

Without Cause or for Good Reason. Executive This Agreement may only be terminated Without Cause, except in the case of Disability, during either the Initial Term or Extended Term if such termination is approved by a vote of at least Eighty Percent (80%) of the members of the Company’s Board of Directors. Should Executive be terminated by the Company without Causecause on no less than three hundred sixty-five (365) days advance notice by the Company or by the Executive without cause on no less than forty-five (45) days, except in but no more than 365 days, advance notice to the case Company or by the Executive for Good Reason. The notice from either party will specify the effective date of Disabilitythe Executive’s employment termination (the “Termination Date”). If terminated without cause by the Company or for Good Reason by the Executive, or should the Company will pay a lump sum cash payment to the Executive elect equal to terminate all accrued but unpaid Base Salary and benefits as of the date such notice of termination is delivered (the “Notice Date”). In addition, if this Agreement with is terminated without cause by the Company or for Good Reason during by the first twenty four (24) months of the Initial TermExecutive, so long as the Executive is then providing continues to abide by the Executive’s full productive time provisions of Sections 4(b), 4(c) and energies 6 herein and further provided that the Executive signs and returns an agreement containing a release of claims in a form typically used by or otherwise acceptable to the Company and is being paid within the full amount period of Base Compensation payable pursuant time set forth therein (without revoking it, if applicable), through the Termination Date the Company will continue to Section 2(a) above, pay to the Executive shall receive from the Company, in a lump sum payment due on the effective date of termination, an amount equal to twelve (12) monthly payments the Base Salary as and when it would be paid to its executives generally; provide the Executive welfare benefits as generally provide to executives of the Base Compensation then payable pursuant to Section 2(a), and/or if such termination without Cause occurs after the initial 24 months Company; and continue vesting of the TermExecutive’s equity-based awards. On the Termination Date, then Synthetica shall be entitled to the Company will provide the Executive with a lump sum cash payment in an amount equal to six (6) monthly payments the Executive’s annual Base Salary as of the Base Compensation then payable pursuant to Section 2(a)Notice Date. FurtherAs used herein, any termination by the Company without Cause or due to Disability or by Executive for Good Reason shall operate to shorten the period set forth in Section 3(a) and during which the terms of Section 3 shall apply to one year from the date of termination of employment. Executive shall have “Good Reason” to terminate this Agreement and the Executive’s obligation to perform services hereunder as a consequence of will mean any of the following eventswhich remains uncured by the Company for twenty (20) days after the Notice Date: (a) a material reduction substantial adverse alteration in his authority, title, the then-current responsibilities or dutiesreporting structure, other than as allowed in Section 1(b) hereof, of the Executive; (b) any material breach of this Agreement by the relocation Company, including any purported termination of the CompanyExecutive’s principal executive offices to a location outside the Los Angeles Metropolitan areaemployment which breaches this Agreement; or (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by the Company to continue in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign an express written and unconditional assumption of the Company to assume and agree to perform Company’s obligations under this Agreement. Notwithstanding anything to the contrary in this Section 3(b)(ii), as contemplated in Section 10; or (f) the Company may require the Executive to leave Company premises immediately on the Notice Date. Such a material breach requirement will not relieve the Company of its obligations herein, including its obligation to continue Base Salary and benefits through the Termination Date. In the event the Executive terminates this Agreement by without cause or Good Reason, the CompanyCompany will only be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits as of the date of such termination; provided, however, Good Reason shall exist with respect that in such event the Executive will not be waiving her rights or entitlements pursuant to a matter only if such matter is not corrected by the Company within 30 days of its receipt of written notice of such matter from Executiveany employee benefit plan or program or equity plan or agreement.

Without Cause or for Good Reason. Executive may only be terminated Without Cause, except in the case of Disability, during either the Initial Term or Extended Term if such termination If Executive’s employment is approved by a vote of at least Eighty Percent (80%) of the members of the Company’s Board of Directors. Should Executive be terminated by the Company without Cause, except in the case of Disability, Cause or should by Executive elect to terminate this Agreement with for Good Reason during the first twenty four (24) months Term of the Initial Termthis Agreement, so long as the Executive is then providing the Executive’s full productive time and energies to the Company and is being paid the full amount of Base Compensation payable pursuant to Section 2(a) above, the Executive shall receive from (i) accrued but unpaid Base Salary, accrued but unused vacation pay, unreimbursed expenses and earned but unpaid bonuses through the Company, in a lump sum payment due on the effective date of such termination, and shall be eligible to receive (ii) an amount equal to twelve the Minimum Bonus plus one (121) monthly payments year’s Base Salary, paid in a single lump sum within thirty (30) business days following the execution and delivery to the Company of the Base Compensation then payable general release referred to in Section 6(g). No duty to mitigate or offset shall apply to the right to receive the foregoing severance payment. In addition, existing medical coverage for Executive and his dependents shall be continued for a period of one (1) year from the date of termination at the Company’s expense; provided, however, that if Executive becomes eligible for comparable coverage under another plan, the Company’s obligation to continue coverage hereunder shall cease. Executive agrees that in the event this Agreement is terminated by the Company without Cause or by the Executive for Good Reason, the payment pursuant to this Section 2(a), and/or if such termination without Cause occurs after the initial 24 months of the Term, then Synthetica 6(c) shall be entitled the sole payment to be made to Executive as a result of said termination. Executive acknowledges that Executive has been advised and expressly agrees that it is the Company’s policy that payment of annual or other bonuses by the Company is completely a matter of discretion, and Executive agrees that in an amount equal to six (6) monthly payments the event of the Base Compensation then payable pursuant to Section 2(a). Further, any Executive’s termination by the Company without Cause or due to Disability or by Executive for Good Reason shall operate Reason, Executive has no legal right to shorten the period payment of any bonus whatsoever, whether in whole or in part. Aside from the payment set forth in this Section 3(a) and during which the terms of Section 3 shall apply to one year from the date of termination of employment. Executive shall have “Good Reason” to terminate this Agreement and the Executive’s obligation to perform services hereunder as a consequence of any of the following events: (a) a material reduction in his authority6(c), title, responsibilities or duties; (b) the relocation of the Company’s principal executive offices to a location outside the Los Angeles Metropolitan area; (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by the Company shall not be obligated to continue in effect provide any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material other payments or benefits to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 10; or (f) a material breach of this Agreement by the Company; provided, however, Good Reason shall exist with respect to a matter only if such matter is not corrected by the Company within 30 days of its receipt of written notice of such matter from Executive.

Without Cause or for Good Reason. Executive This Agreement may only be terminated Without Cause, except in the case of Disability, during either the Initial Term or Extended Term if such termination is approved by a vote of at least Eighty Percent (80%) of the members of the Company’s Board of Directors. Should Executive be terminated by the Company without CauseCause on no less than three hundred sixty-five (365) days advance notice by the Company or by the Executive with or without Good Reason on no less than ninety (90) days, except but no more than 365 days, advance notice to the Company. The notice from either party will specify the effective date of the Executive’s employment termination (the “Termination Date”). If terminated without Cause by the Company or for Good Reason by the Executive, the Company will pay to the Executive all accrued but unpaid Base Salary and benefits as of the date such notice of termination is delivered (the “Notice Date”), plus a pro rata bonus for the year in which the Notice Date occurs, with such bonus equal to the total value of the bonus (i.e. cash portion plus RSU portion) paid to the Executive for the year prior to the year in which the Notice Date occurs multiplied by the ratio of (x) the number of days in the case of Disabilityperiod from Notice Date back to the immediately prior January 1, or should Executive elect to terminate divided by (y) 365. This payment will be paid as soon as possible, but no later than 30 days following the Notice Date. In addition, if this Agreement with is terminated without Cause by the Company or for Good Reason during by the first twenty four (24) months of the Initial TermExecutive, so long as the Executive is then providing continues to abide by the Executive’s full productive time provisions of Sections 4(b), 4(c) and energies 6 herein, through the Termination Date the Company will (A) continue to pay to the Company and is being paid the full amount of Base Compensation payable pursuant to Section 2(a) above, the Executive shall receive from the Company, in a lump sum payment due on the effective date of termination, an amount equal to twelve the Base Salary as and when it would be paid to its executives generally through the Termination Date and (12B) monthly payments provide the Executive welfare benefits as generally provided to executives of the Base Compensation then payable pursuant to Section 2(a), and/or if such termination without Cause occurs after the initial 24 months Company and continue vesting of the Term, then Synthetica shall be entitled to a payment in an amount equal to six Executive’s equity-based awards. On the Termination Date (6) monthly payments of the Base Compensation then payable pursuant to Section 2(a). Further, any termination by the Company without Cause or due to Disability or by Executive for Good Reason shall operate to shorten the period set forth in Section 3(a) and during which the terms of Section 3 shall apply to one year from upon the date of termination of employment. Executive shall have “Good Reason” to terminate this Agreement and the Executive’s obligation Separation from Service, if earlier), the Company will provide the Executive with a cash payment equal to perform services hereunder one time the Executive’s annual Base Salary as a consequence of any of the following events: (a) a material reduction in his authorityNotice Date. Furthermore, title, responsibilities or duties; (b) the relocation all of the Company’s principal executive offices to a location outside the Los Angeles Metropolitan area; (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s titleRSU’s shall fully vest upon the Termination Date (or upon the date of the Executive’s Separation from Service, position if earlier), if not already vested, and all other equity-based awards (or responsibilities cash equivalents, as applicable) vested as of the Notice Date shall remain vested until paid and, if such awards have not fully vested as of the Notice Date, an additional 12 months of vesting (or such shorter period if the Notice Period is less than 12 months or a shorter period is needed to fully vest the awards) shall apply. 6. The remaining provisions of the Agreement shall remain in effect immediately prior to such assignment; (d) the failure by the Company to continue in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 10; or (f) a material breach of this Agreement by the Company; provided, however, Good Reason shall exist with respect to a matter only if such matter is not corrected by the Company within 30 days of its receipt of written notice of such matter from Executiveoriginally adopted.

Without Cause or for Good Reason. Executive This Agreement may only be terminated Without Cause, except in the case of Disability, during either the Initial Term or Extended Term if such termination is approved by a vote of at least Eighty Percent (80%) of the members of the Company’s Board of Directors. Should Executive be terminated by the Company without Causecause on no less than three hundred sixty-five (365) days advance notice by the Company or by the Executive without cause on no less than forty-five (45) days, except in but no more than 365 days, advance notice to the case Company or by the Executive for Good Reason. The notice from either party will specify the effective date of Disabilitythe Executive’s employment termination (the “Termination Date”). If terminated without cause by the Company or for Good Reason by the Executive, or should the Company will pay a lump sum cash payment to the Executive elect equal to terminate all accrued but unpaid Base Salary and benefits as of the date such notice of termination is delivered (the “Notice Date”). In addition, if this Agreement with is terminated without cause by the Company or for Good Reason during by the first twenty four (24) months of the Initial TermExecutive, so long as the Executive is then providing continues to abide by the Executive’s full productive time provisions of Sections 5(b), 5(c) and energies 7 herein and further provided that the Executive signs and returns an agreement containing a release of claims in a form typically used by or otherwise acceptable to the Company and is being paid within the full amount period of Base Compensation payable pursuant to Section 2(a) abovetime set forth therein (without revoking it, if applicable), the Company will continue to pay to the Executive shall receive from the Company, in a lump sum payment due on the effective date of termination, an amount equal to twelve (12) monthly payments the Base Salary as and when it would be paid to its executives generally through the Termination Date. On the Termination Date, the Company will provide the Executive with a lump sum cash payment equal to the Executive’s annual Base Salary as of the Base Compensation then payable pursuant to Section 2(a)Notice Date. As used herein, and/or if such termination without Cause occurs after the initial 24 months of the Term, then Synthetica shall be entitled to a payment in an amount equal to six (6) monthly payments of the Base Compensation then payable pursuant to Section 2(a). Further, any termination by the Company without Cause or due to Disability or by Executive for Good Reason shall operate to shorten the period set forth in Section 3(a) and during which the terms of Section 3 shall apply to one year from the date of termination of employment. Executive shall have “Good Reason” to terminate this Agreement and the Executive’s obligation to perform services hereunder as a consequence of will mean any of the following eventswhich remains uncured by the Company for twenty (20) days after the Notice Date: (a) a material reduction substantial adverse alteration in his authority, title, the then-current responsibilities or dutiesof the Executive; (b) any material breach of this Agreement by the relocation Company, including any purported termination of the CompanyExecutive’s principal executive offices to a location outside the Los Angeles Metropolitan areaemployment which breaches this Agreement; or (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by the Company to continue in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign an express written and unconditional assumption of the Company to assume and agree to perform Company’s obligations under this Agreement. Notwithstanding anything to the contrary in this Section 4(b)(ii), as contemplated in Section 10; or (f) the Company may require the Executive to leave Company premises immediately on the Notice Date. Such a material breach requirement will not relieve the Company of its obligations herein, including its obligation to continue Base Salary and benefits through the Termination Date. In the event the Executive terminates this Agreement by the Company; providedwithout cause or Good Reason, however, Good Reason shall exist with respect to a matter only if such matter is not corrected by the Company within 30 days will only be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits as of its receipt of written notice the date of such matter from Executivetermination.

Without Cause or for Good Reason. Executive may only be terminated Without CauseExcept as provided in Section 3.5, except if the Participant experiences an involuntary Termination of Service without Cause or a voluntary Termination of Service for Good Reason (as defined below), the Participant is entitled to an immediate prorated vesting and payout of PSUs. The number of PSUs that vest upon such Termination of Service is equal to the Target Number of PSUs multiplied by a fraction, the numerator of which equals the number of days such Participant was employed with the Company during the Performance Period and the denominator of which equals the number of days in the case Performance Period. Any PSUs that do not vest under the circumstances described above in this Section 3.3 are forfeited and cancelled without payment of Disability, during either consideration therefor. “Good Reason” means the Initial Term existence of one or Extended Term if such termination is approved by a vote of at least Eighty Percent (80%) more of the members of following conditions without the CompanyParticipant’s Board of Directors. Should Executive be terminated by the Company without Cause, except in the case of Disability, or should Executive elect to terminate this Agreement with Good Reason during the first twenty four (24) months of the Initial Termwritten consent, so long as the Executive is then providing the Executive’s full productive time and energies Participant provided written notice to the Company and is being paid the full amount of Base Compensation payable pursuant to Section 2(a) above, the Executive shall receive from the Company, in a lump sum payment due on the effective date of termination, an amount equal to twelve (12) monthly payments of the Base Compensation then payable pursuant to Section 2(a), and/or if such termination without Cause occurs existence of the condition not later than 30 days after the initial 24 months existence of the Term, then Synthetica shall be entitled to a payment in an amount equal to six (6) monthly payments of the Base Compensation then payable pursuant to Section 2(a). Further, any termination by the Company without Cause or due to Disability or by Executive for Good Reason shall operate to shorten the period set forth in Section 3(a) and during which the terms of Section 3 shall apply to one year from the date of termination of employment. Executive shall have “Good Reason” to terminate this Agreement condition and the Executive’s obligation to perform services hereunder as a consequence of any of the following events: (a) a material reduction in his authority, title, responsibilities or duties; (b) the relocation of the Company’s principal executive offices to a location outside the Los Angeles Metropolitan area; (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by the Company to continue in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) condition has not been made with respect to such plan or perquisite, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 10; or (f) a material breach of this Agreement by the Company; provided, however, Good Reason shall exist with respect to a matter only if such matter is not corrected remedied by the Company within 30 days of after its receipt of written notice such notice: (i) a material reduction in the Participant’s base salary, target bonus opportunity and/or target long-term incentive opportunity other than a general reduction in base salary, target bonus opportunity and/or target long-term incentive opportunity that affects all similarly situated employees in substantially the same proportions; (ii) a requirement by the Company that the Participant be based at any office or location over 50 miles from the office or location at which the Participant is previously based; (iii) a material, adverse change in the Participant’s authority, duties, or responsibilities (other than temporarily while the Participant is physically or mentally incapacitated or as required by applicable law); and (iv) a breach by the Company of its obligation under any severance agreement with the Participant to require any successor to the Company to expressly and unconditionally assume such matter from Executiveseverance agreement. If a Participant does not terminate the Participant’s employment for Good Reason within 90 days after the first occurrence of a listed condition, then the Participant waives his or her right to terminate for Good Reason regarding such condition.

Without Cause or for Good Reason. Executive The Company may only be terminated Without terminate this Agreement and Service Provider’s service provider relationship with the Company at any time without Cause, except in and Service Provider may terminate this Agreement and Service Provider’s service provider relationship with the case Company at any time with “Good Reason.” For purposes of Disabilitythis Agreement, during either the Initial Term or Extended Term if such termination is approved by a vote of at least Eighty Percent (80%) “Good Reason” shall mean that one of the members of the Company’s Board of Directors. Should Executive be terminated following events shall have occurred and shall not have been cured by the Company without Cause, except in the case within 30 days after receipt of Disability, or should Executive elect to terminate this Agreement with Good Reason during the first twenty four (24) months written notice from Service Provider of the Initial Term, so long as the Executive is then providing the Executive’s full productive time and energies occurrence of such event delivered to the Company and is being paid within 90 days of the full amount occurrence of Base Compensation payable pursuant to Section 2(asuch event: (i) abovethe Company shall have materially reduced Service Provider’s and/or Service Member’s compensation, materially diminished Service Provider’s and/or Service Member’s duties, responsibilities, or authority, materially changed Service Provider’s and/or Service Member’s reporting structure, or otherwise breached the Executive shall receive from the Company, terms of this Agreement or any other agreement then in a lump sum payment due effect between Service Provider and/or Service Member on the effective date one hand and the Company (or any of termination, an amount equal its affiliates) on the other hand; or (ii) the Company shall have relocated the principal location at which Service Provider and/or Service Member is to twelve (12) monthly payments of the Base Compensation then payable pursuant to Section 2(a), provide its and/or if such termination without Cause occurs after the initial 24 months of the Term, then Synthetica shall be entitled her services hereunder to a payment in an amount equal to six (6) monthly payments of location more than 15 miles from . If this Agreement and Service Provider’s service provider relationship with the Base Compensation then payable pursuant to Section 2(a). Further, any termination Company are terminated by the Company without Cause or due to Disability or are terminated by Executive Service Provider for Good Reason Reason, the Company shall operate (a) pay to shorten Service Provider the period set forth in Section 3(aAccrued Obligations, (b) pay to Service Provider its then current Service Fee from the effective date of termination up through and during until the date which the terms of Section 3 shall apply to one year is six months from the date of termination of employment. Executive shall have (the “Good Reason” to terminate this Agreement Severance Period”) and the Executive’s obligation to perform services hereunder as a consequence of any of the following events: (a) a material reduction in his authority, title, responsibilities or duties; (b) the relocation of the Company’s principal executive offices to a location outside the Los Angeles Metropolitan area; (c) pay to Service Provider a payment equal to the assignment to Executive Additional Compensation payable in respect of any duties or responsibilities either the Fiscal Year during which are materially inconsistent with ExecutiveService Provider’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by the Company to continue in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, termination occurs or the failure by the Company to continue Executive’s participation thereinimmediately preceding Fiscal Year, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 10; or (f) a material breach of this Agreement by the Companywhichever is higher; provided, however, that in no event shall any Founder Payment in any Fiscal Year (or partial Fiscal Year) exceed the Additional Compensation in such Fiscal Year (or partial Fiscal Year) (the “Severance Payment”). Said payments of the Accrued Obligations, the amounts due in respect of the Severance Period and the parties’ good faith estimate of the Severance Payment shall be made within 30 days after the effective termination date; provided that the amount of the estimated Severance Payment shall be reconciled against the actual amount of the Severance Payment not later than 45 days after the end of the Fiscal Year during which Company shall have terminated this Agreement without Cause or Service Member shall have terminated this Agreement for Good Reason Reason, and Company shall exist pay any underpayment to Service Member or Service Member shall pay any such overpayment to Company, as applicable, within 15 days after such reconciliation is completed. Any payments received through the subsequent employment with respect to a matter only if such matter is or performance of services for another entity, through self-employment or otherwise, during or after the Severance Period (including, without limitation, salaries, fees, commissions, bonuses and consulting fees) shall not corrected reduce any amounts payable by the Company within 30 days of its receipt of written notice of such matter from Executiveto Service Member pursuant to this Section 6.4.

Without Cause or for Good Reason. Executive The Company may only be terminated Without Cause, except in the case of Disability, during either the Initial Term terminate your employment without Cause at any time and for any reason without notice or Extended Term if such termination is approved by a vote of at least Eighty Percent (80%) of the members of the Company’s Board of Directors. Should Executive be terminated by the Company without Cause, except in the case of Disability, or should Executive elect to terminate this Agreement with you may resign your employment for Good Reason during the first twenty four (24as defined below) months of the Initial Term, so long as the Executive upon thirty days advance written notice. If your employment is then providing the Executive’s full productive time and energies to the Company and is being paid the full amount of Base Compensation payable pursuant to Section 2(a) above, the Executive shall receive from the Company, in a lump sum payment due on the effective date of termination, an amount equal to twelve (12) monthly payments of the Base Compensation then payable pursuant to Section 2(a), and/or if such termination without Cause occurs after the initial 24 months of the Term, then Synthetica shall be entitled to a payment in an amount equal to six (6) monthly payments of the Base Compensation then payable pursuant to Section 2(a). Further, any termination terminated by the Company without Cause or due by you for Good Reason, then subject to Disability your timely compliance with the release of claims requirements specified in the next paragraph, you will be entitled to continue to receive the sum of your annual Base Salary plus annual target bonus amount, payable on a pro-rata monthly basis following your Termination Date, for 24 months after your Termination Date with the first such installment occurring on the 60th day after your Termination Date. However, if such Termination Date occurs during the twenty-four (24) month period after a Change of Control, then you shall instead receive a single cash lump sum payment equal to the product of 2.5 multiplied by the sum of your annual Base Salary plus annual target bonus with such payment occurring on the 60th day after your Termination Date. Subject to cessation if you receive comparable coverage through another employer, the Company shall continue to pay the Company portion of the premium for your Company group medical insurance coverage for 24 months after the Termination Date provided you timely pay your portion of the necessary premium. In addition, your unvested stock options or other unvested Company compensatory equity, if any, shall become immediately fully vested as of your Termination Date. And you shall also be entitled to receive a full bonus under Section 3(b) for the fiscal year of termination depending upon the degree of attainment of the performance goals for such year and with payment to occur at the time specified in Section 3(b). As a condition to receiving (and continuing to receive) the severance payments and benefits provided in this Section 7(b), you must within forty-five (45) days of your Termination Date, execute (and then not revoke) a release agreement (which will include only a general release of claims and no other covenants or obligations for you) which releases all of your known and unknown claims that you may then have against the Company or affiliates of the Company. Subject to the express language in this Section 7(b) and Section 14, you shall not be required to mitigate the amount of any payment or benefit contemplated by Executive this Section 7(b), nor shall any such payment or benefit be reduced by any earnings or benefits that you may receive from any other source. For purposes of this Agreement, you may resign your employment from the Company for "Good Reason" within one hundred (100) days after the date that any one of the events shown below in (v) through (y) (any one of which shall constitute "Good Reason") has first occurred without your written consent. Your resignation for Good Reason shall operate to shorten the period set forth in Section 3(a) and during which the terms of Section 3 shall apply to one year from the date of termination of employment. Executive shall have “Good Reason” to terminate this Agreement and the Executive’s obligation to perform services hereunder as a consequence of any of the following events: (a) a material reduction in his authority, title, responsibilities or duties; (b) the relocation of the Company’s principal executive offices to a location outside the Los Angeles Metropolitan area; (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by can only be effective if the Company to continue in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, or not cured the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 10; or (f) a material breach of this Agreement by the Company; provided, however, Good Reason shall exist with respect to a matter only if such matter is not corrected by the Company event within 30 days of after its receipt of written notice from you stating your belief that Good Reason exists. Such written notice must be provided to the Company within 60 days of such matter from Executivethe initial existence of the purported Good Reason event and shall generally describe the basis and underlying facts supporting your belief that a Good Reason event has occurred. If the Company does timely and fully cure the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement.

Without Cause or for Good Reason. Executive The Company may only terminate your employment without Cause at any time and for any reason with notice or you may resign your employment for Good Reason (as defined below in Section 7(b)(ii)) upon thirty days advance written notice (each a “Qualifying Termination”). If your employment is terminated due to a Qualifying Termination, then you will be terminated Without Cause, except eligible to receive the following subject to your timely compliance with Section 7(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A. (i) The Company shall provide you with cash payments equal in the case of Disabilityaggregate to your then Base Salary. The cash payments provided by this subpart (i) shall be paid to you in substantially equal monthly installments payable over the 12 month period following your Termination Date, during either the Initial Term or Extended Term if such termination is approved by a vote of at least Eighty Percent (80%) of the members of the Company’s Board of Directors. Should Executive be terminated by the Company without Causeprovided, except in the case of Disabilityhowever, or should Executive elect to terminate this Agreement with Good Reason during the first twenty four payment (24) months of the Initial Term, so long as the Executive is then providing the Executive’s full productive time and energies to the Company and is being paid the full amount of Base Compensation payable pursuant to Section 2(a) above, the Executive shall receive from the Company, in a lump sum payment due on the effective date of termination, an amount equal to twelve (12) monthly payments of the Base Compensation then payable pursuant to Section 2(a), and/or if such termination without Cause occurs after the initial 24 months of the Term, then Synthetica shall be entitled to a payment in an amount equal to six two months of Base Salary) shall be made on the 60th day following the Termination Date. (6ii) monthly payments For purposes of the Base Compensation then payable pursuant to Section 2(a). Furtherthis Agreement, any termination by you may resign your employment from the Company without Cause or due to Disability or by Executive for Good Reason shall operate to shorten the period set forth in Section 3(a) and during which the terms of Section 3 shall apply to one year from the date of termination of employment. Executive shall have “Good Reason” to terminate this Agreement and within ninety (90) days after the Executive’s obligation to perform services hereunder as a consequence of date that any one of the following events: events described in the below subparts (a1) a material reduction in his authority, title, responsibilities or duties; through (b3) the relocation (any one of the Company’s principal executive offices to a location outside the Los Angeles Metropolitan area; (cwhich will constitute “Good Reason”) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company to continue in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute has not cured or alternative plan) has been made with respect to such plan or perquisite, or remedied the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 10; or (f) a material breach of this Agreement by the Company; provided, however, Good Reason event within 30 days after its receipt of your written notice (such notice shall exist with respect describe in detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to a matter only if such matter is not corrected by resign for Good Reason must be provided to the Company within 30 45 days of its receipt the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of such matter from Executivethis Agreement. For avoidance of doubt, the initial existence of any Good Reason event must occur after the Effective Date and before the Expiration Date. (1) You have incurred a material diminution in your responsibilities, duties or authority; (2) You have incurred a material diminution in your Base Salary; or (3) The Company has materially breached a material term of this Agreement. For avoidance of doubt, this Section 7(b) does not apply to a termination of employment due to death or Disability which are addressed in Section 7(d) below.

Without Cause or for Good Reason. Executive may only be terminated On the date specified in a written notice from the Company terminating the Executive’s employment Without Cause, except or in the case event no date is specified in the notice, on the date on which the notice is delivered to the Executive, or on the date specified in a written notice from the Executive terminating his employment for Good Reason stating the grounds for termination of Disabilitythe Executive’s employment for Good Reason; provided, during either that the Initial Term Company shall have ten days following the date of notice from the Executive to cure any conduct or Extended Term act, if curable, which constitute grounds for termination of the Executive’s employment for Good Reason, and if such termination conduct or act is approved by a vote cured within such ten day period, then Executive’s Employment shall not be terminated For Good Reason. For purposes of at least Eighty Percent (80%) of the members of this Agreement, “Without Cause” shall mean any reason for the Company’s Board decision to terminate the Executive’s employment other than by reason of Directors. Should Cause, as provided in subparagraph (a) above, and “Good Reason” shall mean termination by the Executive be terminated due to a material breach by the Company without Cause, except in the case of Disability, or should Executive elect to terminate this Agreement with Good Reason during the first twenty four (24) months of the Initial Term, so long as terms of this Agreement. In the Executive is then providing event of the termination of the Executive’s full productive time and energies employment by the Company Without Cause or by the Executive for Good Reason, the Company shall pay to the Company Executive: (i) the Executive’s Base Salary as had been earned but unpaid as of the date of the termination, and is being paid (ii) a lump sum severance payment equal to the full sum of (A) the total amount of one year of Base Compensation payable pursuant Salary, calculated as of the date the Executive’s employment with the Company terminated, plus (B) the total amount of the Incentive Bonus for the prior fiscal year, such payment to Section 2(a) abovebe made within thirty days after such termination, and the Executive shall receive no further payments of any kind, except as provided in subparagraph 7(e). In addition, upon termination of the Term by the Company Without Cause or by the Executive for Good Reason, the Executive shall receive from the Company, be eligible to participate in a lump sum payment due on the effective date of termination, an amount equal to twelve (12) monthly payments of the Base Compensation then payable pursuant to Section 2(a), and/or if such termination without Cause occurs after the initial 24 months of the Term, then Synthetica shall be entitled to a payment in an amount equal to six (6) monthly payments of the Base Compensation then payable pursuant to Section 2(a). Further, any termination by the Company without Cause or due to Disability or by Executive for Good Reason shall operate to shorten the period set forth in Section 3(a) and during which the terms of Section 3 shall apply to one year from the date of termination of employment. Executive shall have “Good Reason” to terminate this Agreement and the Executive’s obligation to perform services hereunder as a consequence of any of the following events: (a) a material reduction in his authority, title, responsibilities or duties; (b) the relocation of the Company’s principal executive offices to a location outside the Los Angeles Metropolitan area; (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by the Company to continue in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreementplans, as contemplated provided in Section 10; or (f) a material breach subparagraph 5(d), subject to the terms and conditions of this Agreement by the Company; providedthose plans, however, Good Reason shall exist with respect to a matter only if for one year following such matter is not corrected by the Company within 30 days of its receipt of written notice of such matter from Executivetermination.

Without Cause or for Good Reason. The Company may terminate this Agreement and Executive’s employment with the Company at any time without Cause, and Executive may only be terminated Without Causeterminate this Agreement and Executive’s employment with the Company at any time with “Good Reason.” For purposes of this Agreement, except in the case of Disability, during either the Initial Term or Extended Term if such termination is approved by a vote of at least Eighty Percent (80%) “Good Reason” shall mean that one of the members of the Company’s Board of Directors. Should Executive be terminated following events shall have occurred and shall not have been cured by the Company without Cause, except in the case within 30 days after receipt of Disability, or should written notice from Executive elect to terminate this Agreement with Good Reason during the first twenty four (24) months of the Initial Term, so long as the Executive is then providing the Executive’s full productive time and energies occurrence of such event delivered to the Company and is being paid the full amount of Base Compensation payable pursuant to Section 2(a) above, the Executive shall receive from the Company, in a lump sum payment due on the effective date of termination, an amount equal to twelve (12) monthly payments within 90 days of the Base Compensation occurrence of such event: (i) the Company shall have materially reduced Executive’s compensation, materially diminished Executive’s duties, responsibilities or authority, materially changed Executive’s reporting structure, or otherwise breached the terms of this Agreement or any other agreement then payable pursuant in effect between Executive and the Company (or any of its affiliates); or (ii) the Company shall have relocated the principal location at which Executive is to Section 2(a), and/or if such termination without Cause occurs after the initial 24 months of the Term, then Synthetica shall be entitled provide his services hereunder to a payment in an amount equal to six (6) monthly payments of location more than 15 miles from ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. If this Agreement and Executive’s employment with the Base Compensation then payable pursuant to Section 2(a). Further, any termination Company are terminated by the Company without Cause or due to Disability or are terminated by Executive for Good Reason Reason, the Company shall operate (a) pay to shorten Executive the period set forth in Section 3(aAccrued Obligations, (b) pay to Executive his then current Base Salary and during then current Benefits from the effective date of termination up through and until the date which the terms of Section 3 shall apply to one year is six months from the date of termination of employment. Executive shall have (the “Good Reason” to terminate this Agreement Severance Period”), and the Executive’s obligation to perform services hereunder as a consequence of any of the following events: (a) a material reduction in his authority, title, responsibilities or duties; (b) the relocation of the Company’s principal executive offices to a location outside the Los Angeles Metropolitan area; (c) the assignment pay to Executive a bonus equal to the sum of the EBITDA Bonus, if any, plus the Discretionary Bonus, if any, paid to Executive in the immediately preceding Fiscal Year (if occurrence is in Fiscal Year 2012, then the amount of the Bonus paid to Executive for Fiscal Year 2011) (the “Severance Bonus”). Said payments of the Accrued Obligations, the amounts due in respect of the Severance Period and the Severance Bonus shall be made within 30 days after the effective termination date. Any payments received through the subsequent employment with or performance of services for another entity, through self-employment or otherwise, during or after the Severance Period (including, without limitation, salaries, fees, commissions, bonuses and consulting fees) shall not reduce any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure amounts payable by the Company to continue in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material pursuant to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 10; or (f) a material breach of this Agreement by the Company; provided, however, Good Reason shall exist with respect to a matter only if such matter is not corrected by the Company within 30 days of its receipt of written notice of such matter from Executive6.4.