Common use of For Good Reason by Employee Clause in Contracts

For Good Reason by Employee. The Employee may terminate employment hereunder for Good Reason by written notice to the Company no more than thirty (30) days after the occurrence of the event constituting Good Reason. Such notice shall state an effective date no earlier than thirty (30) days after the date notice is given to the Company, and the Company shall have ten (10) business days from its receipt of such notice within which to cure and, in the event of such cure, Employee’s notice in such case shall be of no further force or effect. “Good reason” for termination by the Employee shall arise from the following conduct of the Company or events without the Employee’s consent (other than in connection with or subsequent to the termination or suspension of Employee’s employment or duties for Cause or in connection with the Employee’s Disability and excluding any isolated action not taken in bad faith and which is promptly remedied by the Company after receipt of notice thereof from the Employee): (i) Material breach of any provision of this Agreement by the Company, which breach shall not have been cured by the Company within ten (10) business days of receipt of written notice of said breach; (ii) Failure to maintain the Employee in a position commensurate with that referred to in Section 1 of this Agreement, the assignment to the Employee of any duties inconsistent therewith or the Employee’s experience or abilities or the withdrawal of a material portion of the Employee’s duties (other than in connection with the disposition or termination of any Company business which does not constitute a “Change of Control” hereunder), or a change in the Employee’s reporting relationship such that the Employee does not report directly to the Chief Executive Officer; (iii) A requirement that the Employee must, or in order to perform effectively the Employee should reasonably expect to, perform his duties hereunder at a location outside of a 25 mile radius from Hackensack, New Jersey other than (A) business travel consistent with that required of employees with similar positions at other companies similar in size and stage of development to the Company, and (B) activities required in connection with the sale or merger of the Company, provided that such activities are not required for more than three consecutive months; or (iv) Upon a “Change of Control”, which shall mean the first to occur of any of the following: (aa) any “person” (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), excluding for this purpose, (i) the Company or any subsidiary of the Company, or (ii) any employee benefit plan of the Company or any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any plan which acquires beneficial ownership of voting securities of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly of securities of the Company representing more than 30% of the combined voting power of the Company’s then outstanding securities; provided, however, that no Change of Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Company, the grant or exercise of any stock option, stock award, stock purchase right or similar equity incentive, or the continued beneficial ownership by any party of voting securities of the Company which such party beneficially owned as of the date hereof; or (bb) persons, who, as of the Effective Date constitute the Board (the “Incumbent Directors”) cease for any reason, including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority thereof, provided that any person becoming a director of the Company subsequent to the Effective Date shall be considered an Incumbent Director if such person’s election or nomination for election was approved by a vote of at least 50% of the Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened election contest relating to the members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as defined in Section 13(d) and 14(d) of the Exchange Act) other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or (cc) consummation of a reorganization, merger or consolidation or sale or other disposition of at least 80% of the assets (other than cash and cash equivalents) of the Company (a “Business Combination”), in each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of the Company; or (dd) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. Notwithstanding anything in the foregoing, the definition of “Change of Control” as used in this Section 5(c)(iv) shall not be deemed to include the transactions contemplated by the Agreement and Plan of Merger, dated July 6, 2005, between the Company and two of its subsidiaries, on the one hand, and Hands On Video Relay Services, Inc., Hands On Sign Language Services, Inc., Rxxxxx X. Xxxxx and Dxxxxx X. Xxxxx, on the other hand.

For Good Reason by Employee. The Employee may terminate employment hereunder for Good Reason by written notice to the Company no more than thirty (30) days after the occurrence of the event constituting Good Reason. Such notice shall state an effective date no earlier than thirty (30) days after the date notice is given to the Company, and the Company shall have ten (10) business days from its receipt of such notice within which to cure and, in the event of such cure, Employee’s notice in such case shall be of no further force or effect. “Good reason” for termination by the Employee shall arise from the following conduct of the Company or events without the Employee’s consent (other than in connection with or subsequent to the termination or suspension of Employee’s employment or duties for Cause or in connection with the Employee’s Disability and excluding any isolated action not taken in bad faith and which is promptly remedied by the Company after receipt of notice thereof from the Employee): (i) Material breach of any provision of this Agreement by the Company, which breach shall not have been cured by the Company within ten (10) business days of receipt of written notice of said breach; (ii) Failure to maintain the Employee in a position commensurate with that referred to in Section 1 of this Agreement, the assignment to the Employee of any duties inconsistent therewith or the Employee’s experience or abilities or the withdrawal of a material portion of the Employee’s duties (other than in connection with the disposition or termination of any Company business which does not constitute a “Change of Control” hereunder), or a change in the Employee’s reporting relationship such that the Employee does not report directly to the Chief Executive OfficerOfficer or the Audit Committee of the Board of Directors; (iii) A requirement that the Employee must, or in order to perform effectively the Employee should reasonably expect to, perform his duties hereunder at a location outside of a 25 mile radius from Hackensack, New Jersey other than (A) business travel consistent with that required of employees with similar positions at other companies similar in size and stage of development to the Company, and (B) activities required in connection with the sale or merger of the Company, provided that such activities are not required for more than three consecutive months; or (iv) Upon a “Change of Control”, which shall mean the first to occur of any of the following: (aa) any “person” (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), excluding for this purpose, (i) the Company or any subsidiary of the Company, or (ii) any employee benefit plan of the Company or any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any plan which acquires beneficial ownership of voting securities of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly of securities of the Company representing more than 30% of the combined voting power of the Company’s then outstanding securities; provided, however, that no Change of Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Company, the grant or exercise of any stock option, stock award, stock purchase right or similar equity incentive, or the continued beneficial ownership by any party of voting securities of the Company which such party beneficially owned as of the date hereof; or (bb) persons, who, as of the Effective Date constitute the Board (the “Incumbent Directors”) cease for any reason, including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority thereof, provided that any person becoming a director of the Company subsequent to the Effective Date shall be considered an Incumbent Director if such person’s election or nomination for election was approved by a vote of at least 50% of the Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened election contest relating to the members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as defined in Section 13(d) and 14(d) of the Exchange Act) other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or (cc) consummation of a reorganization, merger or consolidation or sale or other disposition of at least 80% of the assets (other than cash and cash equivalents) of the Company (a “Business Combination”), in each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of the Company; or (dd) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. Notwithstanding anything in the foregoing, the definition of “Change of Control” as used in this Section 5(c)(iv) shall not be deemed to include the transactions contemplated by the Agreement and Plan of Merger, dated July 6, 2005, between the Company and two of its subsidiaries, on the one hand, and Hands On Video Relay Services, Inc., Hands On Sign Language Services, Inc., Rxxxxx X. Xxxxx and Dxxxxx X. Xxxxx, on the other hand.

For Good Reason by Employee. The Employee may at any time during the term hereof, without any prior notice, terminate employment hereunder this Agreement for Good Reason by written notice to the Company no more than thirty (30) days after Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the event constituting Good Reason. Such notice shall state an effective date no earlier following events: (i) a material breach by the Company of this Agreement (including, without limitation; the Company's relocation of Employee in breach of Section 3(f) above; and the Company's failure to pay any compensation to Employee more than thirty ten (3010) days after the date notice such payment is given due); (ii) a reduction in Employee's Base Salary or any other compensation or benefits (other than a reduction in the Incentive Bonus which is solely attributable to lower Net Earnings); (iii) a material reduction in or interference with Employee's position, duties, responsibilities or support with respect to his employment by the CompanyCompany under this Agreement without Employee's prior written consent; or (iv) a "Change in Control" of the Company (as defined below). For purposes of this Section 5(d), and a "Change in Control" of the Company shall have ten be deemed to occur if (10i) business days from its receipt all or substantially all of such notice within which to cure and, in the event of such cure, Employee’s notice in such case shall be of no further force or effect. “Good reason” for termination by the Employee shall arise from the following conduct assets of the Company are sold or events without otherwise disposed of or the Employee’s consent Company is liquidated or dissolved or adopts a plan of liquidation, (other than in connection with or subsequent ii) during any period of twenty (24) consecutive months, Present Directors and/or New Directors cease for any reason to constitute at least half of the termination or suspension Board (for purposes of Employee’s employment or duties for Cause or in connection with the Employee’s Disability preceding clause, "Present Directors" shall mean individuals who, at the beginning of such consecutive 24 month period, were members of the Board and excluding "New Directors" shall mean any isolated action not taken in bad faith and which is promptly remedied director whose election by the Company after receipt of notice thereof from the Employee): (i) Material breach of any provision of this Agreement Board or whose nomination for election by the Company, which breach shall not have been cured 's shareholders was approved by the Company within ten (10) business days a vote of receipt of written notice of said breach; (ii) Failure to maintain the Employee in a position commensurate with that referred to in Section 1 of this Agreement, the assignment to the Employee of any duties inconsistent therewith or the Employee’s experience or abilities or the withdrawal of a material portion at least two-thirds of the Employee’s duties directors then still in office who were Present Directors or New Directors); or (other than in connection with iii) any of the disposition or termination following circumstances has occurred: (A) any transaction as a result of any Company business which does not constitute a “Change of Control” hereunder), or a change in the Employee’s reporting relationship such that the Employee does not report directly to the Chief Executive Officer; (iii) A requirement that the Employee must, or in order to perform effectively the Employee should reasonably expect to, perform his duties hereunder at a location outside of a 25 mile radius from Hackensack, New Jersey other than (A) business travel consistent with that required of employees with similar positions at other companies similar in size and stage of development to the Company, and (B) activities required in connection with the sale or merger control of the Company, provided that such activities are not Company would be required for more than three consecutive months; or to be reported in response to Item 1 (iva) Upon a “Change of Control”, which shall mean the first to occur of any of the following: (aa) any “person” (Current Report on Form 8-K as defined in Section 13(d) and 14(deffect on the date hereof, pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”)"), excluding for this purposewhether or not the Company is then subject to such reporting requirement, (iB) any "person" or "group" within the Company or any subsidiary meaning of Sections 13(d) and 14(d)(2) of the Company, or Exchange Act; (iix) any employee benefit plan of the Company or any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any plan which acquires beneficial ownership of voting securities of the Company, is or becomes the “"beneficial owner” ," (as defined in Rule 13d-3 under the Exchange Act), directly Act of twenty percent (20%) or indirectly of securities of the Company representing more than 30% of the combined voting power of then outstanding securities of the Company’s , or (y) acquires by proxy or otherwise the right to vote for the election of directors, for any merger or consolidation of the Company or for any other matter or question, more than 20% of the then outstanding securitiesvoting securities of the Company, except that a person or group shall be deemed to be a beneficial owner of all securities that such person or group has the right to acquire regardless of whether such right is immediately exercisable or only exercisable after the passage of time or (C) any "person" or "group" within the meaning of Sections 13 (d) and 14 (d) (2) of the Exchange Act) that is the ("beneficial owner" as defined in Rule 13d-3 under the Exchange Act of 20% or more of the then outstanding voting securities of the Company commences soliciting proxies. In the event that Employee elects to terminate this Agreement upon or following a Change in Control of the Company, then Employee shall provide notice thereof no more than one (1) year after the effective date of the Change in Control. In the event that Employee terminates this Agreement pursuant to the first paragraph of this Section 5(d), or if the Company terminates Employee's employment under this Agreement (other than for Cause or due to death or Disability), then the Company shall pay to Employee within ten (10) days after the date of such termination an amount equal to (i) any unpaid accrued Base Salary pursuant to Section 3(a)(i), above; (ii) a lump sum amount equal to the aggregate Base Salary (based on the Base Salary in effect on the date of the termination of Employee's employment) with respect to a period equal to the longer of twelve (12) months or the remainder of the term of this Agreement which would have occurred in the absence of such termination; (iii) any Incentive Bonus then payable, but unpaid pursuant to Section 3(a)(ii), above, and (iv) an amount equal to the Average Bonus for each full Year during the remainder of the term of this Agreement which would have occurred in the absence of such termination and a ratable portion thereof for any partial Year; provided, however, that no if such termination occurs upon or following a Change in Control, then the Company shall pay to Employee the greater of Control will (A) the sum of the amounts determined under clauses (i) through (iv) above in this sentence or (B) an amount equal to 2.99 times Employee's "Base Amount" within the meaning of Section 280G of the Code. The Company shall also pay to Employee within ten (10) days after the date of such termination any other amounts due to Employee as of the date of termination including, but not limited to, reimbursement of expenses under Section 3(d) above. In addition to Employee's rights under share option agreements outstanding prior to the date hereof, Employee shall also be deemed entitled to have occurred as a result immediate vesting of a change the Options and any other share options held by Employee on the date of such termination which were granted on or after before the date hereof, all of which shall remain exercisable until the earlier of one year following the date of such termination or the date the Option (and other options), would otherwise expire in ownership percentage resulting solely from an acquisition the absence of securities by such termination. To provide Employee with adequate protection in connection with Employee's ongoing employment with the Company, the grant Company provides Employee with various benefits, pursuant to this Agreement and otherwise. On or exercise following a "Change in Control," within the meaning of any stock option, stock award, stock purchase right or similar equity incentive, or the continued beneficial ownership by any party of voting securities Section 280G of the Company which such party beneficially owned Code, it is possible that a portion of those benefits might be characterized as "excess parachute payments," within the meaning of Section 280G of the date hereof; or (bb) persons, who, as of Code. The parties hereto acknowledge that the Effective Date constitute the Board (the “Incumbent Directors”) cease for any reason, including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority thereof, provided that any person becoming a director of the Company subsequent to the Effective Date shall be considered an Incumbent Director if such person’s election or nomination for election was approved by a vote of at least 50% of the Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened election contest relating to the members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as defined in Section 13(d) and 14(d) of the Exchange Act) other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or (cc) consummation of a reorganization, merger or consolidation or sale or other disposition of at least 80% of the assets (other than cash and cash equivalents) of the Company (a “Business Combination”), in each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of the Company; or (dd) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. Notwithstanding anything in the foregoing, the definition of “Change of Control” as used protections set forth in this Section 5(c)(iv5(d) shall are important, and it is agreed that Employee should not have to bear the burden of any excise tax that might be deemed levied under Section 4999 of the Code in the event that a portion of the benefits payable to include the transactions contemplated by the Employee pursuant to this Agreement and Plan of Merger, dated July 6, 2005, between the or otherwise are treated as excess parachute payments. The Company and two of its subsidiariesEmployee, on the one handtherefore, and Hands On Video Relay Services, Inc., Hands On Sign Language Services, Inc., Rxxxxx X. Xxxxx and Dxxxxx X. Xxxxx, on the other hand.have agreed as follows:

For Good Reason by Employee. The This Agreement may be terminated by Employee may at any time for “Good Reason.” In the event Employee shall terminate employment hereunder this Agreement for Good Reason Reason, the termination shall be effective immediately upon delivery of written notification by written notice Employee to Employer. The term “Good Reason” shall mean a termination by Employee as a result of (i) the Company no more than Employer relocating the office from which Employee performs Employee’s services hereunder outside of the Chicago metropolitan area, (ii) assignment to Employee of duties that are materially inconsistent with Employee’s title and position or any other actions that result in a material diminution of Employee’s title, position, authority or responsibilities or (iii) a material breach by the Employer or Parent of its obligations hereunder which is not cured as soon as reasonably practical and in any event within thirty (30) days after the occurrence of written notice from Employee. In the event constituting this Agreement is terminated by Employee for Good Reason. Such notice shall state an effective date no earlier than thirty (30) days after the date notice is given Reason prior to the Company, and the Company shall have ten (10) business days from expiration of its receipt of such notice within which to cure and, in the event of such cure, Employee’s notice in such case shall be of no further force or effect. “Good reason” for termination by the Employee shall arise from the following conduct of the Company or events without the Employee’s consent (other than in connection with or subsequent to the termination or suspension of Employee’s employment or duties for Cause or in connection with the Employee’s Disability and excluding any isolated action not taken in bad faith and which is promptly remedied by the Company after receipt of notice thereof from the Employee): (i) Material breach of any provision of this Agreement by the Company, which breach shall not have been cured by the Company within ten (10) business days of receipt of written notice of said breach; (ii) Failure to maintain the Employee in a position commensurate with that referred to in Section 1 of this Agreement, the assignment to the Employee of any duties inconsistent therewith or the Employee’s experience or abilities or the withdrawal of a material portion of the Employee’s duties (other than in connection with the disposition or termination of any Company business which does not constitute a “Change of Control” hereunder), or a change in the Employee’s reporting relationship such that the Employee does not report directly to the Chief Executive Officer; (iii) A requirement that the Employee must, or in order to perform effectively the Employee should reasonably expect to, perform his duties hereunder at a location outside of a 25 mile radius from Hackensack, New Jersey other than (A) business travel consistent with that required of employees with similar positions at other companies similar in size and stage of development to the Company, and (B) activities required in connection with the sale or merger of the Company, provided that such activities are not required for more than three consecutive months; or (iv) Upon a “Change of Control”, which shall mean the first to occur of any of the following: (aa) any “person” (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), excluding for this purposeTerm, (i) Employee shall be entitled to receive a lump sum severance payment equivalent to all accrued and unpaid Base Compensation, incentive compensation, if any, and benefits as are due through the Company or any subsidiary date of the Company, or termination; and (ii) any employee benefit plan Employer shall continue to pay Base Compensation to Employee for the longer of the Company or any subsidiary following two periods: (a) the remainder of the Company, or any person or entity organized, appointed or established by Term; and (b) the Company for or pursuant to date that is one (1) year after the terms date of any plan which acquires beneficial ownership of voting securities of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly of securities of the Company representing more than 30% of the combined voting power of the Company’s then outstanding securities; providedtermination. Provided, however, that no Change Employee shall remain available to Employer to provide services to Employer during the period of Control will be deemed time Employer is making severance payments hereunder. In the event Employee accepts other employment during such time, any amount payable with respect to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Company, the grant or exercise of any stock option, stock award, stock purchase right or similar equity incentive, or the continued beneficial ownership by any party of voting securities of the Company which such party beneficially owned as of the date hereof; or (bb) persons, who, as of the Effective Date constitute the Board (the “Incumbent Directors”) cease for any reason, including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority thereof, provided that any person becoming a director of the Company subsequent to the Effective Date said other employment shall be considered an Incumbent Director if such person’s election or nomination for election was approved offset against the amounts payable by a vote of at least 50% of the Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened election contest relating Employer to the members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as defined in Section 13(d) and 14(d) of the Exchange Act) other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or (cc) consummation of a reorganization, merger or consolidation or sale or other disposition of at least 80% of the assets (other than cash and cash equivalents) of the Company (a “Business Combination”), in each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of the Company; or (dd) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. Notwithstanding anything in the foregoing, the definition of “Change of Control” as used in Employee under this Section 5(c)(iv) shall not be deemed to include the transactions contemplated by the Agreement and Plan of Merger, dated July 6, 2005, between the Company and two of its subsidiaries, on the one hand, and Hands On Video Relay Services, Inc., Hands On Sign Language Services, Inc., Rxxxxx X. Xxxxx and Dxxxxx X. Xxxxx, on the other hand9.2.

For Good Reason by Employee. The Employee may terminate employment hereunder for Good Reason by written notice to the Company no more than thirty (30) days after the occurrence of the event constituting Good Reason. Such notice shall state an effective date no earlier than thirty (30) days after the date notice is given to the Company, and the Company shall have ten (10) business days from its receipt of such notice within which to cure and, in the event of such cure, Employee’s notice in such case shall be of no further force or effect. “Good reason” for termination by the Employee shall arise from the following conduct of the Company or events without the Employee’s consent (other than in connection with or subsequent to the termination or suspension of Employee’s employment or duties for Cause or in connection with the Employee’s Disability and excluding any isolated action not taken in bad faith and which is promptly remedied by the Company after receipt of notice thereof from the Employee): (i) Material breach of any provision of this Agreement by the Company, which breach shall not have been cured by the Company within ten (10) business days of receipt of written notice of said breach; (ii) Failure to use commercially reasonable efforts to obtain nomination and election of the Employee as a director of the Company (unless the Employee voluntarily resigns, chooses not to stand for reelection or is removed for cause) or to maintain the Employee in a position commensurate with that referred to in Section 1 of this Agreement, the assignment to the Employee of any duties inconsistent therewith or the Employee’s experience or abilities or the withdrawal of a material portion of the Employee’s duties (other than in connection with the disposition or termination of any Company business which does not constitute a “Change of Control” hereunder), or a change in the Employee’s reporting relationship such that the Employee does not report directly to the Chief Executive OfficerBoard of Directors; (iii) A requirement that the Employee must, or in order to perform effectively the Employee should reasonably expect to, perform his duties hereunder at a location outside of a 25 mile radius from Hackensack, New Jersey other than (A) business travel consistent with that required of employees with similar positions at other companies similar in size and stage of development to the Company, and (B) activities required in connection with the sale or merger of the Company, provided that such activities are not required for more than three consecutive months; or (iv) Upon a “Change of Control”, which shall mean the first to occur of any of the following: (aa) any “person” (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), excluding for this purpose, (i) the Company or any subsidiary of the Company, or (ii) any employee benefit plan of the Company or any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any plan which acquires beneficial ownership of voting securities of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly of securities of the Company representing more than 30% of the combined voting power of the Company’s then outstanding securities; provided, however, that no Change of Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Company, the grant or exercise of any stock option, stock award, stock purchase right or similar equity incentive, or the continued beneficial ownership by any party of voting securities of the Company which such party beneficially owned as of the date hereof; or (bb) persons, who, as of the Effective Date constitute the Board (the “Incumbent Directors”) cease for any reason, including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority thereof, provided that any person becoming a director of the Company subsequent to the Effective Date shall be considered an Incumbent Director if such person’s election or nomination for election was approved by a vote of at least 50% of the Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened election contest relating to the members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as defined in Section 13(d) and 14(d) of the Exchange Act) other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or (cc) consummation of a reorganization, merger or consolidation or sale or other disposition of at least 80% of the assets (other than cash and cash equivalents) of the Company (a “Business Combination”), in each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of the Company; or (dd) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. Notwithstanding anything in the foregoing, the definition of “Change of Control” as used in this Section 5(c)(iv) shall not be deemed to include the transactions contemplated by the Agreement and Plan of Merger, dated July 6, 2005, between the Company and two of its subsidiaries, on the one hand, and Hands On Video Relay Services, Inc., Hands On Sign Language Services, Inc., Rxxxxx Ronalx X. Xxxxx and Dxxxxx xxx Denisx X. Xxxxx, on xx the other hand.