Common use of Employer’s Material Breach Clause in Contracts

Employer’s Material Breach. Executive may terminate his employment upon Employer's material breach of this Agreement and the continuation of such breach for more than thirty (30) days after written demand for cure of such breach is given to Employer by Executive (which demand shall be made within thirty (30) days following the date on which Executive obtains actual knowledge of the material breach and shall identify the manner in which Employer has materially breached this Agreement). Employer's material breach of this Agreement shall mean (i) the failure of Employer to make any payment that it is required to make hereunder to Executive when such payment is due; (ii) the assignment to Executive, without Executive's written consent, of any duties materially inconsistent with his positions, duties, responsibilities and status with Employer, or a material change in Executive's reporting responsibilities, or any change to Executive's title, or any plan, act, scheme or design to constructively terminate the Executive, except in connection with the termination by Employer for Cause or Disability or as a result of Executive's death or voluntary resignation; (iii) a permanent reassignment of Executive's principal place of employment, without the written consent of Executive, to a location more than fifty (50) miles therefrom; (iv) a reduction by Employer in Executive's Base Salary, except if such reduction is part of an overall cost reduction program of Employer to reduce the Base Salary of all other executives or employees; (v) the removal of Executive as a voting member of the Board; (vi) Employer's failure to grant the Option; or (vii) the creation of a position of executive chairman of the Board without the consent of Executive.

Employer’s Material Breach. Executive may terminate his employment upon Employer's material breach of this Agreement and the continuation of such breach for more than thirty (30) days after written demand for cure of such breach is given to Employer by Executive (which demand shall be made within thirty (30) days following the date on which Executive obtains actual knowledge of the material breach and shall identify the manner in which Employer has materially breached this Agreement). Employer's material breach of this Agreement shall mean (i) the failure of Employer to make any payment that it is required to make hereunder to Executive when such payment is due; (ii) the assignment to Executive, without Executive's written consent, of any duties materially inconsistent with his positions, duties, responsibilities and status with Employer, or a material change in Executive's reporting responsibilities, or any change to Executive's title, or any plan, act, scheme or design to constructively terminate the Executive, except in connection with the termination by Employer for Cause or Disability or as a result of Executive's death or voluntary resignation; (iii) a permanent reassignment of Executive's principal place of employment, without the written consent of Executive, to a location more than fifty (50) miles therefrom; (iv) a reduction by Employer in Executive's Base Salary, except if such reduction is part of an overall cost reduction program of Employer to reduce the Base Salary of all other executives or employees; (v) the removal of Executive as a voting member of the Board; (vi) Employer's failure to grant the Option; or (vii) the creation of a position of executive chairman of the Board without the consent of Executive. In no event will a termination of employment by Executive be considered to be made pursuant to this Section 3.2.6 if employee has not notified the Employer within sixty (60) days after the date of Employer's material breach of this Agreement.

Employer’s Material Breach. Executive may terminate his employment the Employment Term upon Employer's ’s material breach of this Agreement and the continuation of such breach for more than thirty (30) days after so long as Executive has provided written demand for cure of such breach is given notice to Employer by Executive of a material breach (which demand shall be made within thirty (30) days following the date on which Executive obtains actual knowledge of the material breach and notice shall identify the manner in which Employer has materially breached this Agreement)) within ninety (90) days of the initial existence of the breach, and afforded Employer no less than thirty (30) days for cure of such breach. Employer is not required to pay severance under Section 3.3.2 when Employer cures the material breach identified in Executive’s notice within thirty (30) days of Employer’s receipt of the notice. Employer's ’s material breach of this Agreement shall mean (ia) the failure of Employer to make any payment that it is required to make hereunder to Executive when such payment is due; (iib) the assignment to Executive, without Executive's ’s express written consent, of any duties materially inconsistent with his positions, duties, responsibilities and status with Employer, or a material change significant reduction in Executive's ’s reporting responsibilities, titles or any change to Executive's title, offices or any plan, act, scheme or design to constructively terminate the Executive, or any removal of Executive from his positions with Employer, except in connection with the termination of the Employment Term by Employer for Cause, without Cause or Disability or as a result of Executive's ’s death or voluntary resignationresignation or by Executive other than pursuant to this Section 3.2.6; (iiic) a material reduction by Employer in Executive’s Base Salary; or (d) a permanent reassignment of Executive's principal place of employment’s primary work location, without the written consent of Executive, to a location more than fifty thirty-five (5035) miles therefrom; (iv) a reduction by Employer in Executive's Base Salary, except if such reduction is part of an overall cost reduction program of Employer to reduce the Base Salary of all other executives or employees; (v) the removal of Executive as a voting member of the Board; (vi) from Employer's failure to grant the Option; or (vii) the creation of a position of executive chairman of the Board without the consent of Executiveoffices in Woodcliff Lake, New Jersey.

Employer’s Material Breach. Executive may may, at his option, terminate his employment the Employment Period upon Employer's material breach ’s “Material Breach” of this Employment Agreement and the continuation of such breach for more than thirty (30) days after written demand for cure of such said breach is given to Employer by Executive (which demand shall be made will identify the acts or omissions constituting the grounds for “Material Breach” within thirty ninety (3090) days following the date on which Executive obtains actual knowledge of the material breach and shall identify initial existence of the manner in which Employer has materially breached this Agreementgrounds for “Material Breach”). Employer's material breach ’s “Material Breach” of this Agreement shall mean (i) the failure occurrence of Employer to make any payment that it is required to make hereunder to Executive when such payment is due; (ii) one or more of the assignment to Executive, without Executive's written consent, of any duties materially inconsistent with his positions, duties, responsibilities and status with Employer, or a material change in Executive's reporting responsibilities, or any change to Executive's title, or any plan, act, scheme or design to constructively terminate the Executive, except in connection with the termination by Employer for Cause or Disability or as a result of Executive's death or voluntary resignation; (iii) a permanent reassignment of Executive's principal place of employmentfollowing, without the written consent of the Executive: (a) a material reduction of Executive’s duties, position or responsibilities, or the removal of Executive from such position and responsibilities, either of which results in a material diminution of Executive’s authority, duties or responsibilities, unless Executive is provided with a comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation and status); provided, however, that a reduction in duties, position or responsibilities solely by virtue of Employer being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Employer remains as such following a Change of Control, as hereinafter defined) but is not made the Chief Technology Officer of the acquiring corporation) will not constitute “Material Breach”; (b) a material reduction in Executive’s Base Salary (except where there is a reduction applicable to the management team generally); provided, however, that a reduction in Executive’s Base Salary of five percent (15%) or less in any one year will not be deemed a material reduction; or (c) a material change in the geographic location more of Executive’s primary work facility or location; provided, that a relocation of less than fifty (50) miles therefrom; (iv) from Executive’s then present location will not be considered a reduction by Employer material change in Executive's Base Salary, except if such reduction is part of an overall cost reduction program of Employer to reduce the Base Salary of all other executives or employees; (v) the removal of Executive as a voting member of the Board; (vi) Employer's failure to grant the Option; or (vii) the creation of a position of executive chairman of the Board without the consent of Executivegeographic location.