Exhibit 10.1


 


Amendment No. 1

to

Employment Agreement


 


This
Amendment No. 1 (“Amendment”), dated as of September 7, 2010
between Alexander Weber, Jr. and Six Flags Entertainment Corporation
amends that certain Employment Agreement, dated as of May 11, 2010 (the “Agreement”)
between Al Weber, Jr. and Six Flags Entertainment Corporation.  Capitalized terms used but not defined herein
shall have the meanings ascribed thereto in the Employment Agreement.


 


1.                                      Effective as of
August 12, 2010, Section (2)(a) of the Agreement is hereby
amended in its entirety to read as follows:


 


“(a)                           Position and
Duties.  Executive shall serve as the
Chief Operating Officer.  During the
Term, Executive shall have the duties and responsibilities for the position
then held by Executive that are commensurate with those held by similarly
situated executives at similarly situated companies of similar size, and such
other duties and responsibilities assigned by the Board that are reasonably
consistent with Executive’s position. 
Executive shall report solely and directly to the Company’s Chief
Executive Officer.”


 


2.                                      The word “Dallas”
is substituted for the word “New York City” in Section 2(c) and Section 3(e).


 


3.                                      Effective as of
August 12, 2010, Section 3(a) of the Agreement is hereby amended
in its entirety to read as follows:


 


“(a)                           Base Salary.  Executive shall receive a base salary (the “Base Salary”) at an annual rate of $800,000.  Executive’s Base Salary shall be reviewed by
the Company in 2012 and at least annually thereafter for increase.  Base Salary shall be paid at such times and
in such manner as the Company customarily pays the base salaries of its
employees.  In the event that Executive’s
Base Salary is increased by the Board in its discretion at any time during the
Term, such increased amount shall thereafter constitute the Base Salary.”


 


4.                                      Section 3(c) of
the Agreement is hereby amended in its entirety to read as follows:


 


“(c)                            Equity Awards.  On September 7, 2010, Executive shall be
granted options in accordance with the agreement attached as Exhibit A.  In addition, notwithstanding anything to the
contrary in this Agreement (including, without limitation, Section 4), the
Executive shall participate in the Company’s Project 350 Program in accordance
with the terms attached as Exhibit B and shall have a Base Number (as such
term is used under such Program) of 28,571.”


 


5.                                      The last
sentence of Section 3(e) of the Agreement is hereby amended in its
entirety to read as follows:


 


“Through
July  2011, the Company shall pay Executive a housing allowance of $7,500
per month for housing in the Dallas metropolitan area.”


 

















 


6.                                      Section 3(e) of
the Agreement is hereby amended to add the following additional sentence at the
end thereof:


 


“The
Company shall reimburse Executive for reasonable legal fees and expenses up to
$3,000 incurred in connection with the preparation of Amendment Number 1 to the
Agreement.”


 


7.                                      Section 4(b)(A)(X) is
hereby amended in its entirety to read as follows:


 


“(X) Executive’s
Base Salary (excluding any reductions thereto that serve as the basis for a
termination for Good Reason) and”


 


8.                                      Section 4(e)(viii) of
the Agreement is hereby amended in its entirety to read as follows:


 


“(viii)                  “Good Reason” shall mean the occurrence, without Executive’s
express written consent, of: (A) an adverse change in Executive’s title or
an adverse change in Executive’s reporting obligations; (B) a material
diminution in Executive’s employment duties, responsibilities or authority, or
the assignment to Executive of duties that are materially inconsistent with his
position; (C) any reduction in Base Salary or any reduction in Executive’s
Target Bonus or Maximum Bonus (as expressed as a percentage of Base Salary); or
(D) any material breach by the Company of Section 3 or Section 9
of this Agreement; provided that Executive may terminate for Good Reason only
if (I) within 30 days of the date Executive has actual knowledge or
reasonably should have had actual knowledge of the occurrence of an event of
Good Reason, Executive provides written notice to  the Company specifying such event, (II) the
Company does not cure such event within 60 days of such notice and (III) Executive
terminates his employment within 15 business days of the end of such cure
period.  For purpose of clause (I), the
Board shall determine in good faith the date Executive reasonably should have
had actual knowledge of the occurrence of an event of Good Reason.”


 


9.                                      Section 10
of the Agreement is hereby amended to replace the words “New York, New York”
with “Dallas, Texas” and to replace the words “State of New York” with the
words “State of Texas.”


 


10.                               Section 12
of the Agreement is hereby amended by substituting the following address for
the Executive:


 


“Alexander
Weber, Jr.

2900 McKinnon Street, Unit 1708

Dallas, Texas  7520110.”


 


11.                               Except as set
forth in this Amendment, the Agreement remains in full force and effect.


 


2

















 


IN
WITNESS WHEREOF, the undersigned execute this Amendment as of the date set
forth above.


 


	
  SIX FLAGS ENTERTAINMENT CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ James Reid-Anderson

  	
   

  
	
   

  	
  Name: James Reid-Anderson

  	
   

  
	
   

  	
  Title: Chief Executive Officer and President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Alexander Weber, Jr. 

  	
   

  
	
  Alexander Weber, Jr.

  	
   

  



 


3

















 


EXHIBIT A

NONQUALIFIED STOCK OPTION AGREEMENT

PURSUANT TO THE

SIX FLAGS ENTERTAINMENT CORPORATION LONG-TERM PLAN


 


*  * 
*  *  *


 


Participant:  Alexander
Weber, Jr.


 


Grant
Date:  September 7, 2010


 


Per
Share Exercise Price:  $40.01


 


Number
of Shares subject to this Option:  64,286


 


*  * 
*  *  *


 


THIS
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as
of the Grant Date specified above, is entered into by and between Six Flags
Entertainment Corporation, a corporation organized in the State of Delaware
(the “Company”), and the Participant specified above, pursuant to the
Six Flags Entertainment Corporation Long-Term Incentive Plan, as in effect and
as amended from time to time (the “Plan”), which is administered by the
Committee;


 


WHEREAS,
it has been determined under the Plan that it would be in the best interests of
the Company to grant the Non-Qualified Stock Option provided for herein to the
Participant; and


 


WHEREAS,
the Executive and the Company are party to an Employment Agreement dated as of May 11,
2010 (the “Employment Agreement”).


 


NOW,
THEREFORE, in consideration of the mutual covenants and promises hereinafter
set forth and for other good and valuable consideration, the parties hereto
hereby mutually covenant and agree as follows:


 


1.                                      Incorporation
By Reference; Plan Document Receipt.  This Agreement is subject in all respects to
the terms and provisions of the Plan (including, without limitation, any
amendments thereto adopted at any time and from time to time unless such
amendments are expressly intended not to apply to the Award provided
hereunder), all of which terms and provisions are made a part of and
incorporated in this Agreement as if they were each expressly set forth
herein.  Any capitalized term not defined
in this Agreement shall have the same meaning as is ascribed thereto in the
Plan.  The Participant hereby
acknowledges receipt of a true copy of the Plan and that the Participant has
read the Plan carefully and fully understands its content.  In the event of any conflict between the
terms of this Agreement and the terms of the Plan, the terms of the Plan shall
control.  No part of the Option granted
hereby is intended to qualify as an “incentive stock option” under Section 422
of the Code.


 


2.                                      Grant
of Option.  The Company
hereby grants to the Participant, as of the Grant Date specified above, a
Non-Qualified Stock Option (this “Option”) to acquire from 


 

















 


the
Company at the Per Share Exercise Price specified above, the aggregate number
of Shares specified above (the “Option Shares”).  Except as otherwise provided by the Plan, the
Participant agrees and understands that nothing contained in this Agreement
provides, or is intended to provide, the Participant with any protection
against potential future dilution of the Participant’s interest in the Company
for any reason.  The Participant shall
have no rights as a stockholder with respect to any Shares covered by the
Option unless and until the Participant has become the holder of record of such
Shares, and no adjustments shall be made for dividends in cash or other
property, distributions or other rights in respect of any such Shares, except
as otherwise specifically provided for in the Plan or this Agreement.


 


3.                                      Vesting
and Exercise.


 


(a)                                 Vesting.  Subject to the applicable provisions of Section 4
of the Employment Agreement, the Option shall vest and become exercisable as
follows, provided that the Participant has not incurred a termination of
employment with the Company and its Subsidiaries (a “Termination”) prior
to each such vesting date:


 


	
  Vesting
  Date

  	
   

  	
  Number of Option Shares

  	
   

  
	
  First anniversary of the Grant Date

  	
   

  	
  25

  	
  %

  
	
  Second anniversary of the Grant Date

  	
   

  	
  25

  	
  %

  
	
  Third anniversary of the Grant Date

  	
   

  	
  25

  	
  %

  
	
  Fourth anniversary of the Grant Date

  	
   

  	
  25

  	
  %

  



 


There
shall be no proportionate or partial vesting in the periods prior to each
vesting date and all vesting shall occur only on the appropriate vesting date,
subject to the Participant’s continued service with the Company or any of its
Subsidiaries on each applicable vesting date. 
Upon expiration of the Option, the Option shall be cancelled and no
longer exercisable.


 


(b)                                 Committee
Discretion to Accelerate Vesting.  Notwithstanding the foregoing, the Committee
may, in its sole discretion, provide for accelerated vesting of the Option at
any time and for any reason.


 


(c)                                  Expiration.  Unless earlier terminated in accordance with
the terms and provisions of the Plan and/or this Agreement, all portions of the
Option (whether vested or not vested) shall expire and shall no longer be
exercisable after the expiration of ten (10) years from the Grant Date.


 


(d)                                 Employment
Agreement.  For the
sake of clarity, Section 4 of the Employment Agreement shall apply to
determine any accelerated vesting of the Award.


 


4.                                      Termination.  Subject to the terms of the Plan and this
Agreement, the Option, to the extent vested at the time of the Participant’s
Termination, shall remain exercisable as follows:


 


(a)                                 Termination
Without Cause.  In the
event of the Participant’s Termination for any reason, other than by the
Company for Cause, the vested portion of the Option shall 


 


2

















 


remain
exercisable until the earlier of (i) ninety (90) days from the date of
such termination, and (ii) the expiration of the stated term of the Option
pursuant to Section 3(c) hereof; provided that if the Executive is
entitled to any longer period of time to exercise the vested portion of the
Option pursuant to the Employment Agreement, the terms of the Employment
Agreement shall apply.


 


(b)                                 Termination for
Cause.  In the event of the
Participant’s Termination for Cause, the Participant’s entire Option (whether
or not vested) shall terminate and expire upon such Termination.


 


(c)                                  Treatment of
Unvested Options upon Termination.  Any portion of the Option that is not vested
(determined after giving effect to any accelerated vesting of the Option) as of
the date of the Participant’s Termination for any reason shall terminate and
expire as of the date of such Termination.


 


5.                                      Method
of Exercise and Payment.  Subject to Section 8 hereof, to the
extent that the Option has become vested and exercisable with respect to a
number of Shares as provided herein, the Option may thereafter be exercised by
the Participant, in whole or in part, at any time or from time to time prior to
the expiration of the Option as provided herein and in accordance with Sections
5(c) and 5(d) of the Plan, including, without limitation, by the
filing of any written form of exercise notice as may be required by the
Committee and payment in full of the Per Share Exercise Price specified above
multiplied by the number of Shares underlying the portion of the Option
exercised.


 


6.                                      Non-Transferability.  The Option, and any rights and interests with
respect thereto, issued under this Agreement and the Plan shall not be sold,
exchanged, transferred, assigned or otherwise disposed of in any way by the
Participant (or any beneficiary of the Participant), other than by testamentary
disposition by the Participant or the laws of descent and distribution.  Notwithstanding the foregoing, the Committee
may, in its sole discretion, permit the Option to be transferred to a Permitted
Transferee for no value, provided that such transfer shall only be valid upon
execution of a written instrument in form and substance acceptable to the
Committee in its sole discretion evidencing such transfer and the transferee’s
acceptance thereof signed by the Participant and the transferee, and provided,
further, that the Option may not be subsequently transferred other than by will
or by the laws of descent and distribution or to another Permitted Transferee
(as permitted by the Committee in its sole discretion) in accordance with the
terms of the Plan and this Agreement, and shall remain subject to the terms of
the Plan and this Agreement.  Any attempt
to sell, exchange, transfer, assign, pledge, encumber or otherwise dispose of
or hypothecate in any way the Option, or the levy of any execution, attachment
or similar legal process upon the Option, contrary to the terms and provisions
of this Agreement and/or the Plan shall be null and void and without legal
force or effect.


 


7.                                      Governing
Law.  All questions concerning the
construction, validity and interpretation of this Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware, without
regard to the choice of law principles thereof.


 


3

















 


8.                                      Withholding
of Tax.  As a
condition to exercising the Option, the Participant must remit to the Company
an amount sufficient to satisfy any federal, state, local and foreign taxes of
any kind (including, but not limited to, the Participant’s FICA and SDI
obligations) which the Company, in its sole discretion, deems necessary to be
withheld or remitted to comply with the Code and/or any other applicable law, rule or
regulation with respect to the Option. 
If the Participant fails to do so this Option shall not be deemed to
have been exercised and the Company may refuse to issue or transfer any Shares
otherwise required to be issued pursuant to this Agreement.


 


9.                                      Entire
Agreement; Amendment.  This
Agreement, together with the Plan and the Employment Agreement, contains the
entire agreement between the parties hereto with respect to the subject matter
contained herein, and supersedes all prior agreements or prior understandings,
whether written or oral, between the parties relating to such subject
matter.  The Committee shall have the
right, in its sole discretion, to modify or amend this Agreement from time to
time in accordance with and as provided in the Plan.  This Agreement may also be modified or
amended by a writing signed by both the Company and the Participant.  The Company shall give written notice to the
Participant of any such modification or amendment of this Agreement as soon as
practicable after the adoption thereof


 


10.                               Notices.  Any notice hereunder by the Participant shall
be given to the Company in writing and such notice shall be deemed duly given
only upon receipt thereof by the General Counsel of the Company.  Any notice hereunder by the Company shall be
given to the Participant in writing and such notice shall be deemed duly given
only upon receipt thereof at such address as the Participant may have on file
with the Company.


 


11.                               No
Right to Employment.  Any
questions as to whether and when there has been a Termination and the cause of
such Termination shall be determined in the sole discretion of the
Committee.  Nothing in this Agreement
shall interfere with or limit in any way the right of the Company, its
Subsidiaries or its Affiliates to terminate the Participant’s employment or
service at any time, for any reason and with or without Cause.


 


12.                               Transfer
of Personal Data.  The
Participant authorizes, agrees and unambiguously consents to the transmission
by the Company (or any Subsidiary) of any personal data information related to
the Option awarded under this Agreement for legitimate business purposes
(including, without limitation, the administration of the Plan).  This authorization and consent is freely
given by the Participant.


 


13.                               Compliance
with Laws.  The
issuance of the Option (and the Option Shares upon exercise of the Option)
pursuant to this Agreement shall be subject to, and shall comply with, any applicable
requirements of any foreign and U.S. federal and state securities laws, rules and
regulations (including, without limitation, the provisions of the Securities
Act of 1933, as amended, the Exchange Act and in each case any respective rules and
regulations promulgated thereunder) and any other law, rule, regulation or
exchange requirement applicable thereto. 
The Company shall not be obligated to issue the Option or any of the
Option Shares pursuant to this Agreement if any such issuance would violate any
such requirements.


 


4

















 


14.                               Section 409A.  Notwithstanding anything herein or in the
Plan to the contrary, the Option is intended to be exempt from the applicable
requirements of Section 409A of the Code and shall be limited, construed
and interpreted in accordance with such intent.


 


15.                               Binding
Agreement; Assignment.  This
Agreement shall inure to the benefit of, be binding upon, and be enforceable by
the Company and its successors and assigns. 
The Participant shall not assign (except in accordance with Section 6
hereof) any part of this Agreement without the prior express written consent of
the Company.


 


16.                               Headings.  The titles and headings of the various
sections of this Agreement have been inserted for convenience of reference only
and shall not be deemed to be a part of this Agreement.


 


17.                               Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument.


 


18.                               Further
Assurances.  Each party
hereto shall do and perform (or shall cause to be done and performed) all such
further acts and shall execute and deliver all such other agreements,
certificates, instruments and documents as either party hereto reasonably may
request in order to carry out the intent and accomplish the purposes of this
Agreement and the Plan and the consummation of the transactions contemplated
thereunder.


 


19.                               Severability.  The invalidity or unenforceability of any
provisions of this Agreement in any jurisdiction shall not affect the validity,
legality or enforceability of the remainder of this Agreement in such
jurisdiction or the validity, legality or enforceability of any provision of
this Agreement in any other jurisdiction, it being intended that all rights and
obligations of the parties hereunder shall be enforceable to the fullest extent
permitted by law.


 


20.                               Acquired
Rights.  The
Participant acknowledges and agrees that: 
(a) the Company may terminate or amend the Plan at any time; (b) the
Award of the Option made under this Agreement is completely independent of any
other award or grant and is made at the sole discretion of the Company; (c) no
past grants or awards (including, without limitation, the Option awarded
hereunder) give the Participant any right to any grants or awards in the future
whatsoever; and (d) any benefits granted under this Agreement are not part
of the Participant’s ordinary salary, and shall not be considered as part of
such salary in the event of severance, redundancy or resignation.


 


*  * 
*  *  *


 


5

















 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first written above.


 


	
   

  	
  SIX FLAGS ENTERTAINMENT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Walter S. Hawrylak

  
	
   

  	
   

  	
   

  
	
   

  	
  Name: 

  	
  Walter S. Hawrylak

  
	
   

  	
   

  	
   

  
	
   

  	
  Title: 

  	
  SVP-Administration 

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Alexander Weber, Jr. 

  
	
   

  	
   

  
	
   

  	
  Name:  Alexander Weber, Jr.

  



 


6

















 


EXHIBIT B


 


PROJECT 350 PROGRAM


 


	
  Value

  	
   

  	
  ·

  	
   

  	
  Eligibility.  The Executive will be granted a Project 350
  Award after the Company achieves $350 million of adjusted EBITDA (the “Target
  EBITDA”) in any consecutive 12-month period ending on or before
  December 31, 2011.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Grant.  The number of shares included in an
  Executive’s Project 350 Award if the Target EBITDA is achieved will be equal
  to 28,571 shares of restricted stock (the “Base Number”).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Grant
  Date. The grant date of any Project 350 Award will be after completion of
  the Company’s 2011 audit.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Pro
  Rated Award.  The
  Executive will be granted a Project 350 Award in the following amounts after
  achievement of the applicable adjusted EBITDA targets:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Adjusted EBITDA

  	
   

  	
  Percentage of Base Number

  
	
   

  	
   

  	
  Below
  $330 million

  	
   

  	
  0%

  
	
   

  	
   

  	
  $330
  million

  	
   

  	
  50%

  
	
   

  	
   

  	
  $350
  million

  	
   

  	
  100%

  
	
   

  	
   

  	
  $350+
  million or greater

  	
   

  	
  100%
  plus additional amount determined by the Compensation Committee of the Board

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  The
  size of the Project 350 Award will be interpolated on a straight line basis
  for performance between two amounts (e.g., a Project 350 Award equal to 75%
  of the Base Number for Adjusted EBITDA of $340 million).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Target
  EBITDA Adjustment: The 2011 adjusted EBITDA targets assume the
  Company achieves $275 million of adjusted EBITDA for 2010.  If the Company’s 2010 adjusted EBITDA is
  more or less than $275 million, the 2011 adjusted EBITDA targets will be
  reduced or increased appropriately (e.g., if the 2010 adjusted EBITDA is $280
  million, the applicable 2011 adjusted EBITDA targets will be decreased by $5
  million and if the 2010 adjusted EBITDA is $270 million, the applicable 2011
  adjusted EBITDA targets will be increased by $5 million).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Adjusted
  EBITDA.  The Audit
  Committee of the Board will determine the Company’s adjusted EBITDA after
  reviewing the Company’s audited financial statements for the applicable
  year.  As a general matter, adjusted
  EBITDA will exclude the impact of equity puts by partnership parks,
  acquisitions and dispositions and other one-time or extraordinary events.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Form

  	
   

  	
  ·

  	
   

  	
  Form.  100% of the value of the Project 350 Award
  will be granted in the form of restricted stock units.

  
								



 

















 


	
  Vesting

  	
   

  	
  ·

  	
   

  	
  Normal
  Vesting.  The
  Project 350 Award will vest if the following two vesting conditions are met:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  ·

  	
  2012
  EBITDA.  The
  Company’s adjusted EBITDA for 2012 must be at least 97.5% of the adjusted
  EBITDA achieved for 2011.  If this
  target is not achieved, 50% of the Project 350 Award will be immediately
  forfeited.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  ·

  	
  Time
  Vesting.  The
  outstanding Project 350 Award (i.e., determined after any forfeiture due to
  the failure to achieve the 2012 adjusted EBITDA target) will vest on
  completion of the Company’s 2012 audit if the Executive is then employed by
  the Company.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Accelerated
  Vesting.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  ·

  	
  In
  the event of the Executive’s Qualifying Termination after the grant of the
  Project 350 Award, the Executive will vest in the pro rata portion (based on
  the portion of the time vesting period the executive is employed by the
  Company) of the Project 350 Award that would otherwise have vested upon
  completion of the Company’s 2012 audit (i.e., assuming the 2012 EBITDA target
  is achieved, the Executive will vest in a pro rata portion of the full
  Project 350 Award).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  ·

  	
  If,
  after the grant of a Project 350 Award, the Executive has a Qualifying
  Termination during the 12-month period following a Change in Control, the
  Project 350 Award will 100% vest if the 2012 target EBITDA is achieved.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  ·

  	
  If
  the Executive’s employment is terminated due to death/disability after the
  grant of the Project 350 Award, the Project 350 Award will 100% vest if the
  2012 target EBITDA is achieved.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other

  	
   

  	
  ·

  	
   

  	
  Miscellaneous.  The Project 350 Award will contain other
  terms and conditions determined by the Compensation Committee.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Qualifying
  Termination. 
  “Qualifying Termination” means termination of employment by the
  Company without Cause or by the Executive for Good Reason.

  



 


2