Common use of Constructive Termination Clause in Contracts

Constructive Termination. Constructive Termination is defined as (a) a material reduction of the Optionee's duties, responsibilities, or authorities or a material adverse change in the prestige of Optionee's title, including without limitation, if the Optionee is required to report to any individual other than the Board, if the Optionee is not the highest ranking officer of the Company's ultimate parent entity or if Optionee is assigned material duties or material responsibilities that are not normally associated with the position of President and Chief Executive Officer of a company of similar size and market capitalization to the Company, (b) a reduction by the Company of the then current Base Compensation of the Optionee, (c) a relocation of the Company's headquarters of more than 35 miles from its location on the date hereof or a change in the Optionee's principal business location to a location other than the corporate headquarters, (d) a failure of the Board to nominate Optionee as a director of the Company; provided, however, that the replacement of Optionee as Chairman of the Board shall not constitute a Constructive Termination or (e) a breach by the Company of a material provision of this Agreement. If the Company cures such Constructive Termination within 10 days after its receipt of the Optionee's written notice, then Optionee will not be able to terminate her employment in a Qualifying Termination based on the event(s) in question. Each provision of this Agreement that provides for payments to be paid or material benefits to be provided to Optionee shall be deemed to be a material provision of this Agreement. If the Optionee does not give the Company notice that she will terminate her employment as a result of a Constructive Termination within sixty (60) days following the date she has actual knowledge of the material facts giving rise to the basis for such termination, the Optionee shall be deemed to have irrevocably waived the right to give notice on such basis unless the Company consents in writing to an extension of such period. For purposes of the foregoing waiver provision, the Company shall have the burden of proving actual knowledge of the Optionee of the material facts giving rise to the basis for such termination.

Constructive Termination. Constructive Termination is defined as (a) a material reduction If at any time during the term of the Optionee's duties, responsibilities, or authorities or a material adverse change in the prestige of Optionee's title, including without limitation, if the Optionee is required to report to any individual other than this agreement the Board, if the Optionee is not the highest ranking officer of the Company's ultimate parent entity or if Optionee is assigned material duties or material responsibilities that are not normally associated with the position of President and Chief Executive Officer of CSGS, the Chief Operating Officer of CSGS, or a company Permitted Assignee materially alters the duties and responsibilities of similar size and market capitalization the Executive provided for in Paragraph 1 or assigns to the CompanyExecutive duties and responsibilities materially inappropriate to an executive vice president of the Companies without the Executive’s written consent, then, at the election of the Executive (such election to be made by written notice from the Executive to the Board or the Permitted Assignee, as may be appropriate in the circumstances), (bi) a reduction such action by the Company Board, the Chief Executive Officer of CSGS, the Chief Operating Officer of CSGS, or such Permitted Assignee shall constitute a constructive termination of the then current Base Compensation Executive’s employment by the Companies for a reason other than cause (the “Constructive Termination”), (ii) the Executive thereupon may resign from his offices and positions with the Companies and shall not be obligated to perform any further services of any kind to or for the Companies, and (iii) the Executive shall be entitled to receive from the Companies (and the Permitted Assignee, if applicable) at the applicable times all of the Optioneecompensation, (c) a relocation of the Company's headquarters of more than 35 miles from its location on the date hereof or a change benefits, and other payments described in the Optionee's principal business location to a location other than the corporate headquarters, subparagraph (d) a failure of the Board to nominate Optionee as a director of the Company; provided, however, that the replacement of Optionee as Chairman of the Board shall not constitute a Constructive Termination or subparagraph (e) a breach by the Company of a material provision of this AgreementParagraph 10 (whichever may be applicable), as if the effective date of the Executive’s resignation were the effective date of his termination of employment for purposes of determining such compensation, benefits, and other payments. If Notwithstanding the Company cures foregoing provisions of this subparagraph (f), before exercising any of his rights pursuant to the preceding sentence, the Executive shall give written notice to the Chief Executive Officer of CSGS setting forth the Executive’s intent to exercise such rights and specifying the Constructive Termination within 10 days after its receipt of which the Optionee's written notice, then Optionee will not be able to terminate her employment in a Qualifying Termination based on the event(s) in question. Each provision of this Agreement that provides for payments Executive claims to be paid or material benefits to be provided to Optionee shall be deemed to be a material provision of this Agreement. If the Optionee does not give the Company notice that she will terminate her employment as a result of a Constructive Termination within sixty (60) days following the date she has actual knowledge of the material facts giving rise to the basis for such termination, intended exercise; and the Optionee shall be deemed to have irrevocably waived the right to give notice on such basis unless the Company consents in writing to an extension of such period. For purposes of the foregoing waiver provision, the Company Companies shall have twenty (20) days after the burden of proving actual knowledge of Chief Executive Officer has received such notice to take such actions, if any, as the Optionee of Companies may deem appropriate to eliminate such claimed Constructive Termination (without thereby admitting that a Constructive Termination had occurred). If the material facts giving rise Companies so act to eliminate such claimed Constructive Termination, then the basis for Executive shall not have any rights under this subparagraph (f) with respect to such terminationclaimed Constructive Termination.

Constructive Termination. Constructive Termination is defined as (a) a material reduction If at any time during the term of the Optionee's duties, responsibilities, or authorities or a material adverse change in the prestige of Optionee's title, including without limitation, if the Optionee is required to report to any individual other than this agreement the Board, if the Optionee is not the highest ranking officer of the Company's ultimate parent entity or if Optionee is assigned material duties or material responsibilities that are not normally associated with the position of President and Chief Executive Officer of CSGS, the President of CSGS, or a company Permitted Assignee materially alters the duties and responsibilities of similar size and market capitalization the Executive provided for in Paragraph 1 or assigns to the CompanyExecutive duties and responsibilities materially inappropriate to the chief legal officer of the Companies without the Executive’s written consent, then, at the election of the Executive (such election to be made by written notice from the Executive to the Board or the Permitted Assignee, as may be appropriate in the circumstances), (bi) a reduction such action by the Company Board, the Chief Executive Officer of CSGS, the President of CSGS, or such Permitted Assignee shall constitute a constructive termination of the then current Base Compensation Executive’s employment by the Companies for a reason other than cause (the “Constructive Termination”), (ii) the Executive thereupon may resign from his offices and positions with the Companies and shall not be obligated to perform any further services of any kind to or for the Companies, and (iii) the Executive shall be entitled to receive from the Companies (and the Permitted Assignee, if applicable) at the applicable times all of the Optioneecompensation, (c) a relocation of the Company's headquarters of more than 35 miles from its location on the date hereof or a change benefits, and other payments described in the Optionee's principal business location to a location other than the corporate headquarters, subparagraph (d) a failure of the Board to nominate Optionee as a director of the Company; provided, however, that the replacement of Optionee as Chairman of the Board shall not constitute a Constructive Termination or subparagraph (e) a breach by the Company of a material provision of this AgreementParagraph 10 (whichever may be applicable), as if the effective date of the Executive’s resignation were the effective date of his termination of employment for purposes of determining such compensation, benefits, and other payments. If Notwithstanding the Company cures foregoing provisions of this subparagraph (f), before exercising any of his rights pursuant to the preceding sentence, the Executive shall give written notice to the Chief Executive Officer of CSGS setting forth the Executive’s intent to exercise such rights and specifying the Constructive Termination within 10 days after its receipt of which the Optionee's written notice, then Optionee will not be able to terminate her employment in a Qualifying Termination based on the event(s) in question. Each provision of this Agreement that provides for payments Executive claims to be paid or material benefits to be provided to Optionee shall be deemed to be a material provision of this Agreement. If the Optionee does not give the Company notice that she will terminate her employment as a result of a Constructive Termination within sixty (60) days following the date she has actual knowledge of the material facts giving rise to the basis for such termination, intended exercise; and the Optionee shall be deemed to have irrevocably waived the right to give notice on such basis unless the Company consents in writing to an extension of such period. For purposes of the foregoing waiver provision, the Company Companies shall have twenty (20) days after the burden of proving actual knowledge of Chief Executive Officer has received such notice to take such actions, if any, as the Optionee of Companies may deem appropriate to eliminate such claimed Constructive Termination (without thereby admitting that a Constructive Termination had occurred). If the material facts giving rise Companies so act to eliminate such claimed Constructive Termination, then the basis for Executive shall not have any rights under this subparagraph (f) with respect to such terminationclaimed Constructive Termination.

Constructive Termination. Constructive Termination is defined as shall mean, within two (a2) years following the occurrence of an Acquisition, Employee’s resignation from employment following the continued existence of one of the following conditions without Employee’s consent: (i) a material reduction of diminution in the Optionee's Employee’s base salary, authority, duties, or responsibilities, or authorities or a material adverse change in the prestige of Optionee's title, including without limitation, if the Optionee is required to report to any individual other than the Board, if the Optionee is not the highest ranking officer of the Company's ultimate parent entity or if Optionee is assigned material duties or material responsibilities that are not normally associated with the position of President and Chief Executive Officer of a company of similar size and market capitalization to the Company, (b) a reduction by the Company of the then current Base Compensation of the Optionee, (c) a relocation of the Company's headquarters of more than 35 miles from its location on the date hereof or a change in the Optionee's principal business location to a location other than the corporate headquarters, (d) a failure of the Board to nominate Optionee as a director of the Company; provided, however, that the replacement unilateral change by the surviving or acquiring entity (or its parent) in the Employee’s title or reporting relationship in connection with the Company or its assets becoming a subsidiary, unit or division of Optionee or within the surviving or acquiring entity following an Acquisition shall not constitute a “Constructive Termination” so long as Chairman the Employee is retained in a position having base salary, authority, duties, and responsibilities substantially comparable to those held by him prior to the Acquisition; or (ii) a relocation of the Board Employee’s work site to a location more than thirty-five (35) miles from its location immediately prior to the relocation. Such termination of employment shall only be a Constructive Termination if the Employee terminates his employment with the Company within a limited period of time not to exceed ninety (90) days following the initial existence of the Constructive Termination condition. A termination or resignation due to Employee’s death or Disability shall not constitute a Constructive Termination. For a Constructive Termination or to exist, all of the following requirements must be satisfied: (e1) a breach by the Employee must provide notice to the Company of a material provision of this Agreement. If the Company cures such his or her intent to assert Constructive Termination within 10 thirty (30) days after its receipt of the Optionee's initial existence of one or more of the conditions set forth in subclauses (i) or (ii) above; (2) the Company will have thirty (30) days (the “Company Cure Period”) from the date of such notice to remedy the condition and, if it does so, the Employee may withdraw his or her resignation or may resign with no benefits; and (3) any termination of employment under this provision must occur within ten (10) days of the earlier of expiration of the Company Cure Period or written notice, then Optionee notice from the Company that it will not be able undertake to terminate her employment cure the condition set forth in a Qualifying Termination based on the event(ssubclauses (i) in question. Each provision of this Agreement or (ii); provided, however, that provides for payments to be paid or material benefits to be provided to Optionee shall be deemed to be a material provision of this Agreement. If the Optionee does not give should the Company notice that she will terminate her employment remedy the condition as a result set forth above and then one or more of a the conditions arises again within two (2) years following the occurrence of an Acquisition, the Employee may assert Constructive Termination within sixty (60) days following the date she has actual knowledge again subject to all of the material facts giving rise to the basis for such termination, the Optionee shall be deemed to have irrevocably waived the right to give notice on such basis unless the Company consents in writing to an extension of such period. For purposes of the foregoing waiver provision, the Company shall have the burden of proving actual knowledge of the Optionee of the material facts giving rise to the basis for such terminationconditions set forth herein.

Constructive Termination. Constructive Termination is defined as (a) a material reduction If at any time during the term of the Optionee's duties, responsibilities, or authorities or a material adverse change in the prestige of Optionee's title, including without limitation, if the Optionee is required to report to any individual other than this ------------------------ agreement the Board, if the Optionee is not the highest ranking officer of the Company's ultimate parent entity or if Optionee is assigned material duties or material responsibilities that are not normally associated with the position of President and Chief Executive Officer of CSGS, or a company Permitted Assignee materially alters the duties and responsibilities of similar size and market capitalization the Executive provided for in Paragraph 1 or assigns to the CompanyExecutive duties and responsibilities materially inappropriate to the chief financial officer of the Companies without the Executive's written consent, then, at the election of the Executive (such election to be made by written notice from the Executive to the Board or the Permitted Assignee, as may be appropriate in the circumstances), (bi) a reduction such action by the Company Board, the Chief Executive Officer of CSGS, or such Permitted Assignee shall constitute a constructive termination of the then current Base Compensation Executive's employment by the Companies for a reason other than cause (the "Constructive Termination"), (ii) the Executive thereupon may resign from his offices and positions with the Companies and shall not be obligated to perform any further services of any kind to or for the Companies, and (iii) the Executive shall be entitled to receive from the Companies (and the Permitted Assignee, if applicable) at the applicable times all of the Optioneecompensation, (c) a relocation of the Company's headquarters of more than 35 miles from its location on the date hereof or a change benefits, and other payments described in the Optionee's principal business location to a location other than the corporate headquarters, subparagraph (d) a failure of the Board to nominate Optionee as a director of the Company; provided, however, that the replacement of Optionee as Chairman of the Board shall not constitute a Constructive Termination or subparagraph (e) a breach by the Company of a material provision of this AgreementParagraph 10 (whichever may be applicable), as if the effective date of the Executive's resignation were the effective date of his termination of employment for purposes of determining such compensation, benefits, and other payments. If Notwithstanding the Company cures foregoing provisions of this subparagraph (f), before exercising any of his rights pursuant to the preceding sentence, the Executive shall give written notice to the Chief Executive Officer of CSGS setting forth the Executive's intent to exercise such rights and specifying the Constructive Termination within 10 days after its receipt of which the Optionee's written notice, then Optionee will not be able to terminate her employment in a Qualifying Termination based on the event(s) in question. Each provision of this Agreement that provides for payments Executive claims to be paid or material benefits to be provided to Optionee shall be deemed to be a material provision of this Agreement. If the Optionee does not give the Company notice that she will terminate her employment as a result of a Constructive Termination within sixty (60) days following the date she has actual knowledge of the material facts giving rise to the basis for such termination, intended exercise; and the Optionee shall be deemed to have irrevocably waived the right to give notice on such basis unless the Company consents in writing to an extension of such period. For purposes of the foregoing waiver provision, the Company Companies shall have twenty (20) days after the burden of proving actual knowledge of Chief Executive Officer has received such notice to take such actions, if any, as the Optionee of Companies may deem appropriate to eliminate such claimed Constructive Termination (without thereby admitting that a Constructive Termination had occurred). If the material facts giving rise Companies so act to eliminate such claimed Constructive Termination, then the basis for Executive shall not have any rights under this subparagraph (f) with respect to such terminationclaimed Constructive Termination.

Constructive Termination. For purposes of this Agreement, Constructive Termination shall mean a situation where (A) (i) the Executive is defined no longer serving as (a) a material reduction of the Optionee's duties, responsibilities, or authorities or a material adverse change in the prestige of Optionee's title, including without limitation, if the Optionee is required to report to any individual other than the Board, if the Optionee is not the highest ranking officer of the Company's ultimate parent entity or if Optionee is assigned material duties or material responsibilities that are not normally associated with the position of Senior Vice President and Chief Financial Officer, or other executive position, reporting to the Chief Executive Officer of a company of similar size and market capitalization or President, the Executive is not timely paid his compensation under this Agreement or the assignment to the CompanyExecutive of any duties or responsibilities which are inconsistent with the status, title, position or responsibilities of such positions (b) a reduction by which assignment is not rescinded after the Company receives written notice from the Executive providing a reasonable description of the then current Base Compensation of the Optionee, such inconsistency); (cii) a relocation of the Company's headquarters being outside of more the greater Atlanta area or the Company requiring the Executive to be based at any place outside a 30-mile radius from the principal location from which the Executive served as an employee of the Company immediately prior to the Change of Control; (iii) after a Change of Control the failure by the Company to provide the Executive with compensation and benefits substantially comparable, in the aggregate, to those provided for under the employee benefit plans, programs and practices in effect immediately prior to the Change of Control (other than 35 miles from its location on the date hereof or stock option and other equity based compensation plans); (iv) after a change in of Control the Optionee's principal business location to insolvency or the filing (by any party including the Company) of a location other than the corporate headquarters, (d) a failure of the Board to nominate Optionee as a director petition for bankruptcy of the Company; providedor (v) after a Change of Control, the failure of the Company to obtain an agreement from any successor or assignee of the Company to assume and agree to perform this Agreement unless such successor or assignee is bound to the performance of this Agreement as a matter of law; provided however, that the replacement of Optionee as Chairman of the Board shall not constitute a Constructive Termination or (e) a breach by the Company of a material provision of this Agreement. If the Company cures such Constructive Termination within 10 days after its receipt of the Optionee's written notice, then Optionee aforementioned situations will not be able to terminate her employment in a Qualifying Termination based on the event(s) in question. Each provision of this Agreement that provides for payments to be paid or material benefits to be provided to Optionee shall be deemed to be a material provision of this Agreement. If the Optionee does not give the Company notice that she will terminate her employment as a result of a Constructive Termination hereunder until such time as the Executive has given written notice to the Chief Executive Officer or President of the situation constituting a "Constructive Termination" hereunder, and the Chief Executive Officer or President has failed to cure such situation within sixty thirty (6030) days following the date she has actual knowledge of the material facts giving rise to the basis for such termination, the Optionee shall be deemed to have irrevocably waived the right to give notice on such basis unless the Company consents in writing to an extension receipt of such period. For purposes of written notice, and (B) the foregoing waiver provision, Executive terminates his employment with the Company shall have the burden of proving actual knowledge of the Optionee of the material facts giving rise to the basis for such terminationCompany.

Constructive Termination. Constructive Termination is defined as (a) a material reduction If at any time during the term of the Optionee's duties, responsibilities, or authorities or a material adverse change in the prestige of Optionee's title, including without limitation, if the Optionee is required to report to any individual other than this ------------------------ agreement the Board, if the Optionee is not the highest ranking officer of the Company's ultimate parent entity or if Optionee is assigned material duties or material responsibilities that are not normally associated with the position of President and Chief Executive Officer of CSGS, or a company Permitted Assignee materially alters the duties and responsibilities of similar size and market capitalization the Executive provided for in Paragraph 1 or assigns to the CompanyExecutive duties and responsibilities materially inappropriate to an executive vice president of the Companies without the Executive's written consent, then, at the election of the Executive (such election to be made by written notice from the Executive to the Board or the Permitted Assignee, as may be appropriate in the circumstances), (bi) a reduction such action by the Company Board, the Chief Executive Officer of CSGS, or such Permitted Assignee shall constitute a constructive termination of the then current Base Compensation Executive's employment by the Companies for a reason other than cause (the "Constructive Termination"), (ii) the Executive thereupon may resign from his offices and positions with the Companies and shall not be obligated to perform any further services of any kind to or for the Companies, and (iii) the Executive shall be entitled to receive from the Companies (and the Permitted Assignee, if applicable) at the applicable times all of the Optioneecompensation, (c) a relocation of the Company's headquarters of more than 35 miles from its location on the date hereof or a change benefits, and other payments described in the Optionee's principal business location to a location other than the corporate headquarters, subparagraph (d) a failure of the Board to nominate Optionee as a director of the Company; provided, however, that the replacement of Optionee as Chairman of the Board shall not constitute a Constructive Termination or subparagraph (e) a breach by the Company of a material provision of this AgreementParagraph 10 (whichever may be applicable), as if the effective date of the Executive's resignation were the effective date of his termination of employment for purposes of determining such compensation, benefits, and other payments. If Notwithstanding the Company cures foregoing provisions of this subparagraph (f), before exercising any of his rights pursuant to the preceding sentence, the Executive shall give written notice to the Chief Executive Officer of CSGS setting forth the Executive's intent to exercise such rights and specifying the Constructive Termination within 10 days after its receipt of which the Optionee's written notice, then Optionee will not be able to terminate her employment in a Qualifying Termination based on the event(s) in question. Each provision of this Agreement that provides for payments Executive claims to be paid or material benefits to be provided to Optionee shall be deemed to be a material provision of this Agreement. If the Optionee does not give the Company notice that she will terminate her employment as a result of a Constructive Termination within sixty (60) days following the date she has actual knowledge of the material facts giving rise to the basis for such termination, intended exercise; and the Optionee shall be deemed to have irrevocably waived the right to give notice on such basis unless the Company consents in writing to an extension of such period. For purposes of the foregoing waiver provision, the Company Companies shall have twenty (20) days after the burden of proving actual knowledge of Chief Executive Officer has received such notice to take such actions, if any, as the Optionee of Companies may deem appropriate to eliminate such claimed Constructive Termination (without thereby admitting that a Constructive Termination had occurred). If the material facts giving rise Companies so act to eliminate such claimed Constructive Termination, then the basis for Executive shall not have any rights under this subparagraph (f) with respect to such terminationclaimed Constructive Termination.

Constructive Termination. Constructive Termination is defined as (a) a material reduction If at any time during the term of the Optionee's duties, responsibilities, or authorities or a material adverse change in the prestige of Optionee's title, including without limitation, if the Optionee is required to report to any individual other than this agreement the Board, if the Optionee is not the highest ranking officer of the Company's ultimate parent entity or if Optionee is assigned material duties or material responsibilities that are not normally associated with the position of President and Chief Executive Officer of CSGS, or a company Permitted Assignee materially alters the duties and responsibilities of similar size and market capitalization the Executive provided for in Paragraph 1 or assigns to the CompanyExecutive duties and responsibilities materially inappropriate to the chief financial officer of the Companies without the Executive’s written consent, then, at the election of the Executive (such election to be made by written notice from the Executive to the Board or the Permitted Assignee, as may be appropriate in the circumstances), (bi) a reduction such action by the Company Board, the Chief Executive Officer of CSGS, or such Permitted Assignee shall constitute a constructive termination of the then current Base Compensation Executive’s employment by the Companies for a reason other than cause (the “Constructive Termination”), (ii) the Executive thereupon may resign from his offices and positions with the Companies and shall not be obligated to perform any further services of any kind to or for the Companies, and (iii) the Executive shall be entitled to receive from the Companies (and the Permitted Assignee, if applicable) at the applicable times all of the Optioneecompensation, (c) a relocation of the Company's headquarters of more than 35 miles from its location on the date hereof or a change benefits, and other payments described in the Optionee's principal business location to a location other than the corporate headquarters, subparagraph (d) a failure of the Board to nominate Optionee as a director of the Company; provided, however, that the replacement of Optionee as Chairman of the Board shall not constitute a Constructive Termination or subparagraph (e) a breach by the Company of a material provision of this AgreementParagraph 10 (whichever may be applicable), as if the effective date of the Executive’s resignation were the effective date of his termination of employment for purposes of determining such compensation, benefits, and other payments. If Notwithstanding the Company cures foregoing provisions of this subparagraph (f), before exercising any of his rights pursuant to the preceding sentence, the Executive shall give written notice to the Chief Executive Officer of CSGS setting forth the Executive’s intent to exercise such rights and specifying the Constructive Termination within 10 days after its receipt of which the Optionee's written notice, then Optionee will not be able to terminate her employment in a Qualifying Termination based on the event(s) in question. Each provision of this Agreement that provides for payments Executive claims to be paid or material benefits to be provided to Optionee shall be deemed to be a material provision of this Agreement. If the Optionee does not give the Company notice that she will terminate her employment as a result of a Constructive Termination within sixty (60) days following the date she has actual knowledge of the material facts giving rise to the basis for such termination, intended exercise; and the Optionee shall be deemed to have irrevocably waived the right to give notice on such basis unless the Company consents in writing to an extension of such period. For purposes of the foregoing waiver provision, the Company Companies shall have twenty (20) days after the burden of proving actual knowledge of Chief Executive Officer has received such notice to take such actions, if any, as the Optionee of Companies may deem appropriate to eliminate such claimed Constructive Termination (without thereby admitting that a Constructive Termination had occurred). If the material facts giving rise Companies so act to eliminate such claimed Constructive Termination, then the basis for Executive shall not have any rights under this subparagraph (f) with respect to such terminationclaimed Constructive Termination.

Constructive Termination. Constructive Termination is defined Termination" means the Employee terminates employment with the Company as a result of one or more of the following events: (ai) a material reduction of in the OptioneeEmployee's dutiesannualized base salary; (ii) without the Employee's express written consent, responsibilities, or authorities or a material adverse change in the prestige of Optionee's title, including without limitation, if the Optionee is required to report to any individual other than the Board, if the Optionee is not the highest ranking officer of the Company's ultimate parent entity or if Optionee is assigned material duties or material responsibilities that are not normally associated with the position of President and Chief Executive Officer of a company of similar size and market capitalization to the Company, (b) a reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; and (iii) without the Employee's express written consent, the Company substantially reduces the Employee's authority or responsibility as President and Chief Operating Officer. All other terms and conditions of the then current Base Compensation Agreement shall remain in full force and effect and as applicable are incorporated herein by reference. [THIS SPACE INTENTIONALLY LEFT BLANK] By Employee's signature below, Employee represents that he is familiar with the terms and provisions of the OptioneePlan, (c) a relocation the Agreement and this Amendment, and hereby accepts this Amendment subject to all of the Company's headquarters terms and provisions thereof. Employee has reviewed the Plan, the Agreement and this Amendment in their entirety, has had an opportunity to obtain the advice of more than 35 miles from its location on counsel prior to executing this Amendment and fully understands all provisions of this Amendment. Employee agrees to accept as binding, conclusive and final all decisions or interpretations of the date hereof Administrator upon any questions arising under the Plan, the Agreement or a this Amendment. Employee further agrees to notify the Company upon any change in the Optionee's principal business location to a location other than residence indicated in the corporate headquartersNotice of Grant of Stock Award. EMPLOYEE: AVANEX CORPORATION: /s/ Xxxx Xxxxx By: /s/ Xxxxxx Xxxxxxxxxxxx ----------------------------------- ------------------------------- Signature XXXX XXXXX Title: Chairman and CEO ----------------------------------- ---------------------------- Print Name Date: March 22, (d) a failure of the Board to nominate Optionee as a director of the Company; provided, however, that the replacement of Optionee as Chairman of the Board shall not constitute a Constructive Termination or (e) a breach by the Company of a material provision of this Agreement. If the Company cures such Constructive Termination within 10 days after its receipt of the Optionee's written notice, then Optionee will not be able to terminate her employment in a Qualifying Termination based on the event(s) in question. Each provision of this Agreement that provides for payments to be paid or material benefits to be provided to Optionee shall be deemed to be a material provision of this Agreement. If the Optionee does not give the Company notice that she will terminate her employment as a result of a Constructive Termination within sixty (60) days following the date she has actual knowledge of the material facts giving rise to the basis for such termination2001 AVANEX CORPORATION 1998 STOCK PLAN RESTRICTED STOCK AWARD AGREEMENT Unless otherwise defined herein, the Optionee shall be deemed to have irrevocably waived terms defined in the right to give notice on such basis unless the Company consents in writing to an extension of such period. For purposes of the foregoing waiver provision, the Company 1998 Stock Plan shall have the burden of proving actual knowledge of same defined meanings in this Restricted Stock Award Agreement (the Optionee of the material facts giving rise to the basis for such termination"Agreement").

Constructive Termination. Constructive Termination is defined as (a) a material reduction If at any time during the term of the Optionee's duties, responsibilities, or authorities or a material adverse change in the prestige of Optionee's title, including without limitation, if the Optionee is required to report to any individual other than this ------------------------ agreement the Board, if the Optionee is not the highest ranking officer of the Company's ultimate parent entity or if Optionee is assigned material duties or material responsibilities that are not normally associated with the position of President and Chief Executive Officer of CSGS, the Chief Operating Officer of CSGS, or a company Permitted Assignee materially alters the duties and responsibilities of similar size and market capitalization the Executive provided for in Paragraph 1 or assigns to the CompanyExecutive duties and responsibilities materially inappropriate to an executive vice president of the Companies without the Executive's written consent, then, at the election of the Executive (such election to be made by written notice from the Executive to the Board or the Permitted Assignee, as may be appropriate in the circumstances), (bi) a reduction such action by the Company Board, the Chief Executive Officer of CSGS, the Chief Operating Officer of CSGS, or such Permitted Assignee shall constitute a constructive termination of the then current Base Compensation Executive's employment by the Companies for a reason other than cause (the "Constructive Termination"), (ii) the Executive thereupon may resign from his offices and positions with the Companies and shall not be obligated to perform any further services of any kind to or for the Companies, and (iii) the Executive shall be entitled to receive from the Companies (and the Permitted Assignee, if applicable) at the applicable times all of the Optioneecompensation, (c) a relocation of the Company's headquarters of more than 35 miles from its location on the date hereof or a change benefits, and other payments described in the Optionee's principal business location to a location other than the corporate headquarters, subparagraph (d) a failure of the Board to nominate Optionee as a director of the Company; provided, however, that the replacement of Optionee as Chairman of the Board shall not constitute a Constructive Termination or subparagraph (e) a breach by the Company of a material provision of this AgreementParagraph 10 (whichever may be applicable), as if the effective date of the Executive's resignation were the effective date of his termination of employment for purposes of determining such compensation, benefits, and other payments. If Notwithstanding the Company cures foregoing provisions of this subparagraph (f), before exercising any of his rights pursuant to the preceding sentence, the Executive shall give written notice to the Chief Executive Officer of CSGS setting forth the Executive's intent to exercise such rights and specifying the Constructive Termination within 10 days after its receipt of which the Optionee's written notice, then Optionee will not be able to terminate her employment in a Qualifying Termination based on the event(s) in question. Each provision of this Agreement that provides for payments Executive claims to be paid or material benefits to be provided to Optionee shall be deemed to be a material provision of this Agreement. If the Optionee does not give the Company notice that she will terminate her employment as a result of a Constructive Termination within sixty (60) days following the date she has actual knowledge of the material facts giving rise to the basis for such termination, intended exercise; and the Optionee shall be deemed to have irrevocably waived the right to give notice on such basis unless the Company consents in writing to an extension of such period. For purposes of the foregoing waiver provision, the Company Companies shall have twenty (20) days after the burden of proving actual knowledge of Chief Executive Officer has received such notice to take such actions, if any, as the Optionee of Companies may deem appropriate to eliminate such claimed Constructive Termination (without thereby admitting that a Constructive Termination had occurred). If the material facts giving rise Companies so act to eliminate such claimed Constructive Termination, then the basis for Executive shall not have any rights under this subparagraph (f) with respect to such terminationclaimed Constructive Termination.

Constructive Termination. For purposes of this Agreement, Constructive Termination shall mean a situation where (A) (i) after a Change of Control the Executive is defined no longer serving as (a) a material reduction of Executive Vice President reporting to the Optionee's duties, responsibilities, or authorities or a material adverse change in the prestige of Optionee's title, including without limitation, if the Optionee is required to report to any individual other than the Board, if the Optionee is not the highest ranking officer of the Company's ultimate parent entity or if Optionee is assigned material duties or material responsibilities that are not normally associated with the position of President and Chief Executive Officer of a company of similar size and market capitalization or President, the Executive is not timely paid his compensation under this Agreement or the assignment to the CompanyExecutive of any duties or responsibilities which are inconsistent with the status, title, position or responsibilities of such positions (b) a reduction by which assignment is not rescinded after the Company receives written notice from the Executive providing a reasonable description of the then current Base Compensation such inconsistency); (ii) after a Change of the Optionee, (c) a relocation of Control the Company's headquarters being outside of more the greater Atlanta area or the Company requiring the Executive to be based at any place outside a 30-mile radius from the principal location from which the Executive served as an employee of the Company immediately prior to the Change of Control; (iii) after a Change of Control the failure by the Company to provide the Executive with compensation and benefits substantially comparable, in the aggregate, to those provided for under the employee benefit plans, programs and practices in effect immediately prior to the Change of Control (other than 35 miles from its location on the date hereof or stock option and other equity based compensation plans); (iv) after a change in of Control the Optionee's principal business location to insolvency or the filing (by any party including the Company) of a location other than the corporate headquarters, (d) a failure of the Board to nominate Optionee as a director petition for bankruptcy of the Company; providedor (v) after a Change of Control, the failure of the Company to obtain an agreement from any successor or assignee of the Company to assume and agree to perform this Agreement unless such successor or assignee is bound to the performance of this Agreement as a matter of law; provided however, that the replacement of Optionee as Chairman of the Board shall not constitute a Constructive Termination or (e) a breach by the Company of a material provision of this Agreement. If the Company cures such Constructive Termination within 10 days after its receipt of the Optionee's written notice, then Optionee aforementioned situations will not be able to terminate her employment in a Qualifying Termination based on the event(s) in question. Each provision of this Agreement that provides for payments to be paid or material benefits to be provided to Optionee shall be deemed to be a material provision of this Agreement. If the Optionee does not give the Company notice that she will terminate her employment as a result of a Constructive Termination hereunder until such time as the Executive has given written notice to the Chief Executive Officer or President of the situation constituting a "Constructive Termination" hereunder, and the Chief Executive Officer or President has failed to cure such situation within sixty thirty (6030) days following the date she has actual knowledge of the material facts giving rise to the basis for such termination, the Optionee shall be deemed to have irrevocably waived the right to give notice on such basis unless the Company consents in writing to an extension receipt of such periodwritten notice, and (B) the Executive terminates his employment with the Company. For purposes of Notwithstanding the foregoing waiver provisionforegoing, for fiscal years 2004 and 2005 only, Constructive Termination shall also mean a situation where (i) the Company shall have Company's headquarters are relocated outside a 50-mile radius from the burden of proving actual knowledge of current principal location; or (ii) the Optionee of the material facts giving rise to the basis for such terminationExecutive is no longer serving as an Executive Vice President in any capacity.

Constructive Termination. Constructive Termination is defined as (a) a material reduction of the Optionee's your duties, responsibilities, or authorities or a material adverse change in the prestige of Optionee's your title, including without limitation, if the Optionee is you are required to report to any individual other than the Board, if the Optionee is you are not the highest ranking officer of the Company's ultimate parent entity or if Optionee is you are assigned material duties or material responsibilities that are not normally associated with the position of President and Chief Executive Officer of a company of similar size and market capitalization to the Company, (b) a reduction by the Company of the your then current Base Compensation of the OptioneeCompensation, (c) a relocation of the Company's headquarters of more than 35 miles from its location on the date hereof or a change in the Optionee's your principal business location to a location other than the corporate headquarters, (d) a failure of the Board to nominate Optionee you as a director of the Company; provided, however, that the replacement of Optionee you as Chairman of the Board shall not constitute a Constructive Termination or (e) a breach by the Company of a material provision of this Agreement. If the Company cures such Constructive Termination within 10 days after its receipt of the Optionee's your written notice, then Optionee you will not be able to terminate her your employment in a Qualifying Termination based on the event(s) in question. Each provision of this Agreement that provides for payments to be paid or material benefits to be provided to Optionee you shall be deemed to be a material provision of this Agreement. If the Optionee you does not give the Company notice that she you will terminate her your employment as a result of a Constructive Termination within sixty (60) days following the date she has you have actual knowledge of the material facts giving rise to the basis for such termination, the Optionee you shall be deemed to have irrevocably waived the right to give notice on such basis unless the Company consents in writing to an extension of such period. For purposes of the foregoing waiver provision, the Company shall have the burden of proving your actual knowledge of the Optionee of the material facts giving rise to the basis for such termination.

Constructive Termination. Termination of employment by the Executive due to “Constructive Termination is defined as (a) a material reduction Termination” shall mean the termination by the Executive subsequent to any of the Optionee's dutiesfollowing, responsibilities, or authorities or a without the Executive’s written consent and subject to the timely notice requirement and the Company’s opportunity to cure set forth in this Section 6 (iv): (A) the material adverse change in the prestige of Optionee's title, including without limitation, if the Optionee is required to report to any individual other than the Board, if the Optionee is not the highest ranking officer diminution of the Company's ultimate parent entity or if Optionee is assigned material authority, duties or material responsibilities that are not normally associated with the position of President and Chief Executive Officer of a company of similar size and market capitalization to the Company, (b) a reduction by the Company of the then current Base Compensation of the Optionee, (c) a relocation of the Company's headquarters of more than 35 miles from its location on the date hereof or a change in the Optionee's principal business location to a location other than the corporate headquarters, (d) a failure of the Board to nominate Optionee as a director of the CompanyExecutive; provided, however, that the replacement of Optionee as Chairman of the Board Constructive Termination shall not constitute a Constructive Termination or (e) a breach by the Company of a material provision of this Agreement. If the Company cures such Constructive Termination within 10 days after its receipt of the Optionee's written notice, then Optionee will not be able to terminate her employment in a Qualifying Termination based on the event(s) in question. Each provision of this Agreement that provides for payments to be paid or material benefits to be provided to Optionee shall be deemed to occur upon a change in authority, duties or responsibilities that is solely and directly a result of the Company no longer being a publicly traded entity, and does not involve any other event set forth in this definition; (B) a material reduction in the Executive’s base salary; or (C) a material change in the geographic location at which the Executive must perform services. It shall be a material provision of this Agreement. If condition precedent to the Optionee does not give Executive’s right to terminate employment for Constructive Termination that (i) the Executive shall first have given the Company written notice that she an event or condition constituting Constructive Termination has occurred within ninety (90) days after such occurrence, and any failure to give such written notice within such period will result in a waiver by the Executive of his right to terminate her employment for Constructive Termination as a result of such event or condition, and (ii) a period of thirty (30) days from and after the giving of such written notice shall have elapsed without the Company having effectively cured or remedied such occurrence during such 30-day period, unless such occurrence cannot be cured or remedied within thirty (30) days, in which case the period for remedy or cure shall be extended for a reasonable time (not to exceed an additional fifteen (15) days) provided that the Company has made and continues to make a diligent effort to effect such remedy or cure. Notwithstanding any provision hereof to the contrary, in order for the Executive to terminate employment for Constructive Termination within Termination, such termination of employment must occur no later than sixty (60) days following after the date she has actual knowledge the Executive gives written notice in accordance with this Section 6(iv) to the Company of the material facts giving rise to occurrence of the basis for such termination, event or condition that constitutes Constructive Termination. A termination of employment by the Optionee Executive shall be deemed due to have irrevocably waived the right to give notice on such basis unless the Company consents in writing to an extension of such period. For purposes Constructive Termination if one of the foregoing waiver provision, the Company occurrences specified in this subsection (iv) shall have occurred, notwithstanding that the burden of proving actual knowledge of Executive may have other reasons for terminating employment, including employment by another employer which the Optionee of the material facts giving rise Executive desires to the basis for such terminationaccept.”

Constructive Termination. Constructive Termination is defined as (a) a material reduction If at any time during the term of the Optionee's duties, responsibilities, or authorities or a material adverse change in the prestige of Optionee's title, including without limitation, if the Optionee is required to report to any individual other than this agreement the Board, if the Optionee is not the highest ranking officer of the Company's ultimate parent entity or if Optionee is assigned material duties or material responsibilities that are not normally associated with the position of President and Chief Executive Officer of CSGS, or a company Permitted Assignee (i) materially alters the duties and responsibilities of similar size and market capitalization the Executive provided for in Xxxxxxxxx 0, (xx) assigns to the CompanyExecutive duties and responsibilities materially inappropriate for the President and Chief Operating Officer of the Companies without the Executive’s written consent, (biii) a reduction materially reduces the Executive’s Base Salary from the amount of Base Salary in effect immediately prior to such reduction, (iv) without the Executive’s written consent, relocates the Executive’s executive office or principal personal residence in violation of Paragraph 3 of this agreement, (v) or is in material breach of this Agreement, then, at the election of the Executive (such election to be made by written notice from the Executive to the Board or the Permitted Assignee, as may be appropriate in the circumstances), (x) such action by the Company Board, the Chief Executive Officer of CSGS, or such Permitted Assignee shall constitute a constructive termination of the then current Base Compensation Executive’s employment by the Companies for a reason other than cause (the “Constructive Termination”), (y) the Executive thereupon may resign from his offices and positions with the Companies and shall not be obligated to perform any further services of any kind to or for the Companies, and (z) the Executive shall be entitled to receive from the Companies (and the Permitted Assignee, if applicable) at the applicable times all of the Optioneecompensation, (c) a relocation of the Company's headquarters of more than 35 miles from its location on the date hereof or a change benefits, and other payments described in the Optionee's principal business location to a location other than the corporate headquarters, subparagraph (d) a failure of the Board to nominate Optionee as a director of the Company; provided, however, that the replacement of Optionee as Chairman of the Board shall not constitute a Constructive Termination or subparagraph (e) a breach by the Company of a material provision of this AgreementParagraph 10 (whichever may be applicable), as if the effective date of the Executive’s resignation were the effective date of his termination of employment for purposes of determining such compensation, benefits, and other payments. If Notwithstanding the Company cures foregoing provisions of this subparagraph (f), before exercising any of his rights pursuant to the preceding sentence, the Executive shall give written notice to the Board of CSGS setting forth the Executive’s intent to exercise such rights and specifying the Constructive Termination within 10 days after its receipt of which the Optionee's written notice, then Optionee will not be able to terminate her employment in a Qualifying Termination based on the event(s) in question. Each provision of this Agreement that provides for payments Executive claims to be paid or material benefits to be provided to Optionee shall be deemed to be a material provision of this Agreement. If the Optionee does not give the Company notice that she will terminate her employment as a result of a Constructive Termination within sixty (60) days following the date she has actual knowledge of the material facts giving rise to the basis for such termination, intended exercise; and the Optionee shall be deemed to have irrevocably waived the right to give notice on such basis unless the Company consents in writing to an extension of such period. For purposes of the foregoing waiver provision, the Company Companies shall have twenty (20) days after the burden of proving actual knowledge of Board has received such notice to take such actions, if any, as the Optionee of Companies may deem appropriate to eliminate such claimed Constructive Termination (without thereby admitting that a Constructive Termination had occurred). If the material facts giving rise Companies so act to eliminate such claimed Constructive Termination, then the basis for Executive shall not have any rights under this subparagraph (f) with respect to such terminationclaimed Constructive Termination.

Constructive Termination. At Employee’s option, upon written notice by Employee to the Company within 120 days following a Constructive Termination is defined as Termination. As used herein, the term “Constructive Termination” means (ai) a change in Employee’s title without Employee’s consent (except that if Employee’s title changes in connection with a Change in Control, such a title change shall not constitute grounds for Constructive Termination), (ii) a material reduction of the Optionee's duties, responsibilities, or authorities or a material adverse change in Employee’s duties and responsibilities without Employee’s consent (in the prestige event of Optionee's titlea merger, including without limitation, if such duties and responsibilities to be measured against the Optionee is required to report to any individual other than the Board, if the Optionee is Company alone and not the highest ranking officer of the Company's ultimate parent entity or if Optionee is assigned material duties or material responsibilities that are not normally associated with the position of President and Chief Executive Officer of a company of similar size and market capitalization to the Companycombined entity), (biii) a reduction by in Employee’s base compensation from the prior year or target bonus under Section 4(b) hereof without Employee’s consent (unless the Company also reduces the base salary and target bonuses of substantially all other senior executives of the then current Base Compensation of Company on a pro rata basis) or (iv) the Optionee, (c) a relocation of the Company's headquarters ’s principal executive offices outside a thirty 30) mile radius from the location of more than 35 miles the Company’s principal executive offices at the Commencement Date without Employee’s consent. Employee will not be entitled to any severance pay or other compensation upon termination of his employment pursuant to Subsections 6(a) or (b) or in the event that Employee voluntarily leaves the employment of the Company, except for any portion of his base salary and vacation pay accrued but unpaid from its location the last payment date to the date of termination and expense reimbursements under Section 5 hereof for expenses incurred in the performance of his duties hereunder prior to termination. In the event Employee’s employment with the Company (i) is terminated by the Company without Cause or (ii) is terminated by Employee within 120 days following a Constructive Termination, the Company will pay Employee, as Employee’s sole remedy in connection with such termination, (aa) severance pay in the amount of Employee’s monthly base salary at the rate in effect immediately preceding the termination of Employee’s employment multiplied by twenty-four (24) months (the “Separation Payment”), which Separation Payment will be paid by the Company in a lump sum on the date of termination (less applicable withholding), (bb) the portion of his base salary and vacation pay accrued but unpaid from the last payment date to the date of termination, (cc) expense reimbursements under Section 5 hereof or a change for expenses incurred in the Optionee's principal business location performance of his duties hereunder prior to termination and (dd) any unpaid bonus for any year that was completed prior to the termination and a location other than the corporate headquarters, (d) a failure pro-rata portion of the Board to nominate Optionee as a director of annual target bonus under Section 4(b) for the Company; provided, however, that year in which the replacement of Optionee as Chairman of the Board shall not constitute a Constructive Termination or (e) a breach by the Company of a material provision of this Agreement. If the Company cures such Constructive Termination within 10 days after its receipt of the Optionee's written notice, then Optionee will not be able to terminate her employment in a Qualifying Termination based on the event(s) in question. Each provision of this Agreement that provides for payments to be paid or material benefits to be provided to Optionee shall be deemed to be a material provision of this Agreement. If the Optionee does not give the Company notice that she will terminate her employment as a result of a Constructive Termination within sixty (60) days following the date she has actual knowledge of the material facts giving rise to the basis for such termination, the Optionee shall be deemed to have irrevocably waived the right to give notice on such basis unless the Company consents in writing to an extension of such period. For purposes of the foregoing waiver provision, the Company shall have the burden of proving actual knowledge of the Optionee of the material facts giving rise to the basis for such terminationtermination occurs.

Constructive Termination. During the Term, the employment relationship hereunder may be terminated by Executive upon a “Constructive Termination is Termination,” which for the purpose of this Agreement shall mean, without Executive’s express written consent, the occurrence on or after a Change in Control (as defined as (a) a material reduction below), of any of the Optionee's dutiesfollowing circumstances: (A) the assignment to Executive, responsibilitieson or after the Effective Date, or authorities or a material adverse change of any duties materially inconsistent (except in the prestige nature of Optionee's title, including without limitation, if a promotion) with his position as the Optionee is required to report to any individual other than the Board, if the Optionee is not the highest ranking chief executive officer of the Company's ultimate parent entity Corporation, or if Optionee is assigned material duties a substantial adverse alteration after the Effective Date in the nature or material status of his position or responsibilities (including reporting responsibilities) or the conditions of his employment from those in effect immediately prior to the Change in Control; provided, however, that are not normally associated no such assignment or substantial adverse alteration shall be deemed to exist merely because of changes in the Executive’s duties, position or responsibilities (or conditions of employment) solely and directly resulting from the Corporation ceasing to be a company with publicly-traded securities or becoming a wholly owned subsidiary of another company so long as Executive continues to be the position of President most senior executive employee at the Corporation with powers and Chief Executive Officer of responsibilities typically held by such senior executive employee at a company of similar size and market capitalization to nature as the Company, Corporation exists after the Change in Control; (bB) a reduction by the Company Corporation in Executive’s Base Salary or Target Bonus, other than in connection with an across-the-board reduction of salaries or bonuses paid to all executive officers; (C) the Corporation requiring Executive to be based more than fifty (50) miles from the Corporation’s offices at which he was principally employed immediately prior to the date of the then Change in Control; (D) the failure by the Corporation to pay to Executive any portion of his current Base Compensation compensation or compensation under any deferred compensation program of the Optionee, Corporation within seven (c7) a relocation days of the Company's headquarters of more than 35 miles from its location date such compensation is due; (E) the failure by the Corporation, after a Change in Control, to continue in effect any material compensation or benefit plan in which Executive participates immediately prior to the Change in Control unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Corporation to continue Executive’s participation therein (or in such substitute or alternative plan) on the date hereof or a change basis not materially less favorable, both in the Optionee's principal business location to a location other than the corporate headquarters, (d) a failure terms of the Board amount of benefits provided and the level of his participation relative to nominate Optionee as a director other participants, than existed at the time of the CompanyChange in Control; provided, however, that the replacement of Optionee as Chairman airplane, executive medical reimbursement, and automobile policies of the Board Corporation are being revised and no reduction, alteration, or termination of those policies will constitute grounds for Constructive Termination; or (F) failure of the Corporation to obtain a satisfactory agreement from any successor or other person who caused the Change in Control to assume and agree to perform this Agreement. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting a Constructive Termination or (e) a breach by Termination. However, Executive must give written notice of any condition that is the Company basis of a material provision of this Agreement. If the Company cures such claim for his Constructive Termination within 10 days after its receipt of the Optionee's written notice, then Optionee will not be able to terminate her employment in a Qualifying Termination based on the event(s) in question. Each provision of this Agreement that provides for payments to be paid or material benefits to be provided to Optionee shall be deemed to be a material provision of this Agreement. If the Optionee does not give the Company notice that she will terminate her employment as a result of a Constructive Termination within no later than sixty (60) days following the date she after he has actual knowledge of such event, and the material facts giving rise to the basis for such termination, the Optionee shall be deemed to have irrevocably waived the right to give notice on such basis unless the Company consents in writing to an extension of such period. For purposes of the foregoing waiver provision, the Company Corporation shall have the burden of proving actual knowledge of the Optionee of the material facts giving rise ten (10) days within which to the basis for correct such terminationcondition to Executive’s reasonable satisfaction.

Constructive Termination. Constructive Termination is defined as (a) a material reduction If at any time during the term of the Optionee's duties, responsibilities, or authorities or a material adverse change in the prestige of Optionee's title, including without limitation, if the Optionee is required to report to any individual other than this agreement the Board, if the Optionee is not the highest ranking officer of the Company's ultimate parent entity or if Optionee is assigned material duties or material responsibilities that are not normally associated with the position of President and Chief Executive Officer of CSGS, the President of CSGS, or a company Permitted Assignee (i) materially alters the duties and responsibilities of similar size and market capitalization the Executive provided for in Paragraph 1 or (ii) assigns to the CompanyExecutive duties and responsibilities materially inappropriate to an executive vice president of the Companies without the Executive’s written consent, then, at the election of the Executive (such election to be made by written notice from the Executive to the Board or the Permitted Assignee, as may be appropriate in the circumstances), (bx) a reduction such action by the Company Board, Xxxxxxxxx Employment Agreement Amendment March 2011 (final) the Chief Executive Officer of CSGS, the President of CSGS, or such Permitted Assignee shall constitute a constructive termination of the then current Base Compensation Executive’s employment by the Companies for a reason other than cause (the “Constructive Termination”), (y) the Executive thereupon may resign from his offices and positions with the Companies and shall not be obligated to perform any further services of any kind to or for the Companies, and (z) the Executive shall be entitled to receive from the Companies (and the Permitted Assignee, if applicable) at the applicable times all of the Optioneecompensation, (c) a relocation of the Company's headquarters of more than 35 miles from its location on the date hereof or a change benefits, and other payments described in the Optionee's principal business location to a location other than the corporate headquarters, subparagraph (d) a failure of the Board to nominate Optionee as a director of the Company; provided, however, that the replacement of Optionee as Chairman of the Board shall not constitute a Constructive Termination or subparagraph (e) a breach by the Company of a material provision of this AgreementParagraph 10 (whichever may be applicable), as if the effective date of the Executive’s resignation were the effective date of his termination of employment for purposes of determining such compensation, benefits, and other payments. If Notwithstanding the Company cures foregoing provisions of this subparagraph (f), before exercising any of his rights pursuant to the preceding sentence, the Executive shall give written notice to the Chief Executive Officer of CSGS setting forth the Executive’s intent to exercise such rights and specifying the Constructive Termination within 10 days after its receipt of which the Optionee's written notice, then Optionee will not be able to terminate her employment in a Qualifying Termination based on the event(s) in question. Each provision of this Agreement that provides for payments Executive claims to be paid or material benefits to be provided to Optionee shall be deemed to be a material provision of this Agreement. If the Optionee does not give the Company notice that she will terminate her employment as a result of a Constructive Termination within sixty (60) days following the date she has actual knowledge of the material facts giving rise to the basis for such termination, intended exercise; and the Optionee shall be deemed to have irrevocably waived the right to give notice on such basis unless the Company consents in writing to an extension of such period. For purposes of the foregoing waiver provision, the Company Companies shall have twenty (20) days after the burden of proving actual knowledge of Chief Executive Officer has received such notice to take such actions, if any, as the Optionee of Companies may deem appropriate to eliminate such claimed Constructive Termination (without thereby admitting that a Constructive Termination had occurred). If the material facts giving rise Companies so act to eliminate such claimed Constructive Termination, then the Executive shall not have any rights under this subparagraph (f) with respect to the basis for such terminationclaimed Constructive Termination.

Constructive Termination. For purposes of this Agreement, Constructive Termination shall mean a situation where (A) (i) the Executive is defined not serving as (a) a material reduction President and Chief Operating Officer of the Optionee's dutiesCompany through June 30, responsibilities, 2004 or authorities or a material adverse change in the prestige of Optionee's title, including without limitation, if the Optionee is required to report to any individual other than the Board, if the Optionee is not the highest ranking officer of the Company's ultimate parent entity or if Optionee is assigned material duties or material responsibilities that are not normally associated with the position of as President and Chief Executive Officer of a company of similar size and market capitalization the Company thereafter through April 12, 2008, the Executive is not timely paid his compensation under this Agreement or the assignment to the CompanyExecutive of any duties or responsibilities that are inconsistent with the status, title, position or responsibilities of such positions (b) a reduction by which assignment is not rescinded after the Company receives written notice from the Executive providing a reasonable description of the then current Base Compensation such inconsistency); (ii) after a Change of the OptioneeControl, (c) a relocation of the Company's headquarters being outside of more than 35 miles from its location on the date hereof Atlanta, Georgia greater metropolitan area or the Company requiring the Executive to be based at any place outside of the Atlanta, Georgia greater metropolitan area; (iii) after a change Change of Control, the failure by the Company to provide the Executive with compensation and benefits substantially comparable, in the Optionee's principal business location aggregate, to a location those provided for under the employee benefit plans, programs and practices in effect immediately prior to the Change of Control (other than stock option and other equity based compensation plans); (iv) after a Change of Control, the corporate headquarters, insolvency or the filing (dby any party including the Company) of a failure of the Board to nominate Optionee as a director petition for bankruptcy of the Company; providedor (v) after a Change of Control, the failure of the Company to obtain an agreement from any successor or assignee of the Company to assume and agree to perform this Agreement unless such successor or assignee is bound to the performance of this Agreement as a matter of law; provided however, that the replacement of Optionee as Chairman of the Board shall not constitute a Constructive Termination or (e) a breach by the Company of a material provision of this Agreement. If the Company cures such Constructive Termination within 10 days after its receipt of the Optionee's written notice, then Optionee aforementioned situations will not be able to terminate her employment in a Qualifying Termination based on the event(s) in question. Each provision of this Agreement that provides for payments to be paid or material benefits to be provided to Optionee shall be deemed to be a material provision of this Agreement. If the Optionee does not give the Company notice that she will terminate her employment as a result of a Constructive Termination hereunder until such time as the Executive has given written notice to the Chairman of the Board of the situation constituting a "Constructive Termination" hereunder, and the Chairman of the Board has failed to cure such situation within sixty thirty (6030) days following the date she has actual knowledge of the material facts giving rise to the basis for such termination, the Optionee shall be deemed to have irrevocably waived the right to give notice on such basis unless the Company consents in writing to an extension receipt of such period. For purposes of written notice, and (B) the foregoing waiver provision, Executive terminates his employment with the Company shall have the burden of proving actual knowledge of the Optionee of the material facts giving rise to the basis for such terminationCompany.

Constructive Termination. Constructive Termination is defined as (a) a material reduction If at any time during the term of the Optionee's duties, responsibilities, or authorities or a material adverse change in the prestige of Optionee's title, including without limitation, if the Optionee is required to report to any individual other than this agreement the Board, if the Optionee is not the highest ranking officer of the Company's ultimate parent entity or if Optionee is assigned material duties or material responsibilities that are not normally associated with the position of President and Chief Executive Officer of CSGS, the President of CSGS, or a company Permitted Assignee (i) materially alters the duties and responsibilities of similar size and market capitalization the Executive provided for in Paragraph 1 or (ii) assigns to the CompanyExecutive duties and responsibilities materially inappropriate to an executive vice president of the Companies without the Executive’s written consent, then, at the election of the Executive (such election to be made by written notice from the Executive to the Board or the Permitted Assignee, as may be appropriate in the circumstances), (bx) a reduction such action by the Company Board, the Chief Executive Officer of CSGS, the President of CSGS, or such Permitted Assignee shall constitute a constructive termination of the then current Base Compensation Executive’s employment by the Companies for a reason other than cause (the “Constructive Termination”), (y) the Executive thereupon may resign from his offices and positions with the Companies and shall not be obligated to perform any further services of any kind to or for the Companies, and (z) the Executive shall be entitled to receive from the Companies (and the Permitted Assignee, if applicable) at the applicable times all of the Optioneecompensation, (c) a relocation of the Company's headquarters of more than 35 miles from its location on the date hereof or a change benefits, and other payments described in the Optionee's principal business location to a location other than the corporate headquarters, subparagraph (d) a failure of the Board to nominate Optionee as a director of the Company; provided, however, that the replacement of Optionee as Chairman of the Board shall not constitute a Constructive Termination or subparagraph (e) a breach by the Company of a material provision of this AgreementParagraph 10 (whichever may be applicable), as if the effective date of the Executive’s resignation were the effective date of his termination of employment for purposes of determining such compensation, benefits, and other payments. If Notwithstanding the Company cures foregoing provisions of this subparagraph (f), before exercising any of his rights pursuant to the preceding sentence, the Executive shall give written notice to the Chief Executive Officer of CSGS setting forth the Executive’s intent to exercise such rights and specifying the Constructive Termination within 10 days after its receipt of which the Optionee's written notice, then Optionee will not be able to terminate her employment in a Qualifying Termination based on the event(s) in question. Each provision of this Agreement that provides for payments Executive claims to be paid or material benefits to be provided to Optionee shall be deemed to be a material provision of this Agreement. If the Optionee does not give the Company notice that she will terminate her employment as a result of a Constructive Termination within sixty (60) days following the date she has actual knowledge of the material facts giving rise to the basis for such termination, intended exercise; and the Optionee shall be deemed to have irrevocably waived the right to give notice on such basis unless the Company consents in writing to an extension of such period. For purposes of the foregoing waiver provision, the Company Companies shall have twenty (20) days after the burden of proving actual knowledge of Chief Executive Officer has received such notice to take such actions, if any, as the Optionee of Companies may deem appropriate to eliminate such claimed Constructive Termination (without thereby admitting that a Constructive Termination had occurred). If the material facts giving rise Companies so act to eliminate such claimed Constructive Termination, then the Executive shall not have any rights under this subparagraph (f) with respect to the basis for such terminationclaimed Constructive Termination.

Constructive Termination. A "Constructive Termination is defined Termination" shall be deemed to occur if (A) (1) Executive's position changes as a result of an action by the Company such that (aw) a material reduction of the Optionee's duties, responsibilities, or authorities or a material adverse change in the prestige of Optionee's title, including without limitation, if the Optionee is required to report to any individual other than the Board, if the Optionee is not the highest ranking officer of the Company's ultimate parent entity or if Optionee is assigned material duties or material responsibilities that are not normally associated with the position of President and Executive shall no longer be Chief Executive Officer of a company of similar size and market capitalization to the Company, (bx) Executive shall have duties and responsibilities demonstrably less than those typically associated with a reduction by the Company of the then current Base Compensation of the OptioneeChief Executive Officer, (cy) a relocation of Executive shall no longer report directly to the Company's headquarters Board of more than 35 miles Directors or (z) Executive is involuntarily removed from its location on the date hereof or a change in the Optionee's principal business location to a location other than the corporate headquarters, (d) a failure Board of Directors of the Board to nominate Optionee as a director Company or the position of the Company; provided, however, that the replacement of Optionee as Chairman of the Board shall or, having consented to stand for reelection, is not reelected to the Board of Directors or to the position of Chairman of the Board; provided that if the Board of Directors of the Company determines by unanimous vote of all directors (excluding Executive) that it is required either by law or by rule of any exchange or listing entity whose rules must be complied with in order for the Company to maintain such listing that Executive not be Chairman of the Board, then the involuntary removal of Executive from the position of Chairman of the Board will not, in and of itself, constitute a Constructive Termination under this clause (A)(1)(z)), (2) Executive is required to relocate his place of employment, other than a relocation within fifty (50) miles of Executive's current residence or the Company's current Stamford headquarters, (e3) there is a breach reduction in Executive's base salary or target bonus other than any such reduction consistent with a general reduction of pay across the executive staff as a group, as an economic or strategic measure due to poor financial performance by the Company of a or (4) there occurs any other material provision of this Agreement. If the Company cures such Constructive Termination within 10 days after its receipt of the Optionee's written notice, then Optionee will not be able to terminate her employment in a Qualifying Termination based on the event(s) in question. Each provision breach of this Agreement by the Company (other than a reduction of Executive's base salary or target bonus which is not described in the immediately preceding clause (3)) after a written demand for substantial performance is delivered to the Board by Executive which specifically identifies the manner in which Executive believes that provides for payments to be paid or material benefits to be provided to Optionee shall be deemed to be a material provision of the Company has materially breached this Agreement. If the Optionee does not give , and the Company notice that she will terminate her employment as a result has failed to cure such breach to the reasonable satisfaction of a Constructive Termination Executive within sixty thirty (6030) days following the date she has actual knowledge of the material facts giving rise to the basis for such termination, the Optionee shall be deemed to have irrevocably waived the right to give notice on such basis unless the Company consents in writing to an extension delivery of such period. For purposes of notice and (B) within the foregoing waiver provisionninety (90) day period immediately following an action described in clauses (A)(1) through (4), the Company shall have the burden of proving actual knowledge of the Optionee of the material facts giving rise Executive elects to the basis for such terminationterminate his employment voluntarily.