On the Transition Date, your service as the Company’s Chief Executive Officer will cease and you will continue as an employee of the Company, initially holding the position of Executive Chairman of the Board, with such duties and responsibilities as assigned by the Board from time to time. You agree that the changes to the terms of your compensation and employment contemplated in this Letter Agreement do not constitute Good Reason under your Employment Agreement. Except as provided in Section 4(c) of this Letter Agreement, following the Transition Date, you may not terminate employment for Good Reason pursuant to Section 4(c)(i) or (ii) (as it relates to equity compensation) of your Employment Agreement.