Common use of Termination by the Employee for Good Reason Clause in Contracts

Termination by the Employee for Good Reason. The Employee may terminate her employment by providing written notice to the Company of a breach constituting Good Reason. “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives; provided, however, that Good Reason shall not include a termination of the Employee’s employment pursuant to Section 4(b) or 4(c) hereof or, following a Change in Control, a reduction in title, position, responsibilities or duties solely by virtue of the Company being acquired and made part of a larger entity or operated as a subsidiary. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the Employee’s employment with the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned the Employee’s employment with the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may terminate her the Employee’s employment by providing written notice to the Company of a breach constituting Good Reason. “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iiiii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iviii) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives; provided, however, that Good Reason shall not include a termination of the Employee’s employment pursuant to Section 4(b) or 4(c) hereof or, following a Change in Control, a reduction in title, position, responsibilities or duties solely by virtue of the Company being acquired and made part of a larger entity or operated as a subsidiary. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the Employee’s employment with employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the Employee’s employment with employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may terminate her employment by providing written notice to the Company For purposes of a breach constituting this Agreement, "Good Reason. “Good Reason” " shall be deemed to exist with respect to any termination mean the occurrence of employment by the Employee for any of the following reasonsfollowing, without Employee's prior written consent: (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (ivA) a material diminution of the Executive’s Base Salary and benefitschange, adverse to Employee, in Employee's positions, titles, or offices, status, rank, nature of responsibilities, or authority within the aggregateEmployer, unless such reduction is part of a Company-wide reduction except in compensation and/or benefits for all of its senior executives; provided, however, that Good Reason shall not include a connection with the termination of the Employee’s 's employment pursuant for Cause, Disability, Normal Retirement or Approved Early Retirement, as a result of Employee's death, or as a result of action by Employee, (B) an assignment of any duties to Section 4(b) or 4(c) hereof orEmployee which are inconsistent with his duties, following status, rank, responsibilities, and authorities in effect prior to a Change in Control, (C) a reduction decrease in titleannual base salary or other material benefits provided under this Agreement, positionunless such benefits are replaced by substantially similar benefits of another provider, responsibilities (D) any other failure by the Employer to perform any material obligation under, or duties solely breach by virtue the Employer of any material provision of this Agreement, provided however, the Company being acquired first two times the Employer defaults hereunder, the Employer shall be given notice of such default and made part not less than 30 days to correct the default, if correctable and the third time and thereafter that the Employer defaults hereunder, Employer shall have no opportunity to correct the default, (E) any failure to secure the Agreement of any successor corporation or other entity to the Employer to fully assume the Employer's obligations under this Agreement in a larger entity or operated form reasonably acceptable to Employee, and (F) any attempt by the Employer to terminate Employee for Cause which does not result in a valid termination for Cause, except in the case that valid grounds for termination for Cause exists but are corrected as a subsidiarypermitted under Section 5(a)(ii). If In the event of such termination for Employee shall terminate the Employee’s employment hereunder for "Good Reason", the Employee shall be entitled to receive a payment in an amount equal to two times the same payments and benefits on current base salary plus the same terms and conditions as would be applicable upon a termination average of the Employee’s employment by annual bonuses paid to Employee during the Company without Cause, as provided in Section 4(d) and subject time he has been employed hereunder (not to the satisfaction of the other provisions of this Section 4(eexceed three years). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the Employee’s employment with the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned the Employee’s employment with the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may terminate her the Employee’s employment by providing written notice to the Company of a breach constituting Good Reason. “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives; provided, however, that Good Reason shall not include a termination of the Employee’s employment pursuant to Section 4(b) or 4(c) hereof or, following a Change in Control, a reduction in title, position, responsibilities or duties solely by virtue of the Company being acquired and made part of a larger entity or operated as a subsidiary. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes ​ ​ ​ ​ “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the Employee’s employment with employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the Employee’s employment with employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may terminate her employment by providing this Agreement for good reason upon ninety (90) days written notice to the Company setting forth with specificity the grounds for termination upon the occurrence of a breach constituting Good Reason. “Good Reason” shall be deemed any of the following: (a) the failure of the Company to exist observe or comply with respect to any termination of employment its material obligations under this Agreement, if such failure has not been cured within 30 days after written notice thereof has been given by the Employee for any to the Company; (b) the dissolution of the following reasons: Company; or (c) any merger in which the Company is not the surviving corporation and in which the stockholders of the Company own less than 50% of the voting securities of the merged entity upon the effectiveness of the merger, or any consolidation, sale of substantially all of the assets of the Company or change of control of the Company, provided the Employee has not approved the transaction by voting for it either as a director or shareholder. For purposes of clause (a) a material breach by the Company shall include a material change in the reporting responsibilities of the Employee such that the Employee is no longer effectively serving as the Chief Financial Officer of the Company, a material reduction in benefits or other perquisites of office such that the Employee is not receiving the benefits set forth herein or the benefits and other perquisites generally granted for executive positions within the Company. For purposes of clause (c) above, a "change of control" shall be presumed to have occurred if within any 12-month period a single person or entity, or related group of persons or entities, acquires 50% or more of the outstanding voting stock of the Company. In the event of a termination for good reason under this Section, the Company shall pay the Employee (i) a reassignment his base salary as then in effect under Section 3.1 through the date of the Employee to a location outside the Greater Philadelphia area; termination, (ii) any material failure by incentive compensation awarded to the Company to comply with any material term of this Agreement; Employee under the Incentive Compensation Plan, but not yet paid, and (iii) the demotion of the Employee to a lesser position than described severance benefit set forth in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives; provided, however, that Good Reason shall not include a termination of the Employee’s employment pursuant to Section 4(b) or 4(c) hereof or, following a Change in Control, a reduction in title, position, responsibilities or duties solely by virtue of the Company being acquired and made part of a larger entity or operated as a subsidiary. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason4.2.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the Employee’s employment with the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned the Employee’s employment with the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may terminate her employment by providing this Agreement for good reason upon thirty (30) days written notice to the Company setting forth with specificity the grounds for termination upon the occurrence of a breach constituting Good Reason. “Good Reason” shall be deemed any of the following: (a) the failure of the Company to exist observe or comply with respect to any termination of employment its material obligations under this Agreement, if such failure has not been cured within 30 days after written notice thereof has been given by the Employee for any of to the following reasons: Company; (ib) a reassignment the failure of the Employee to be elected or reelected to the Board of Directors or its Executive Committee as provided in Section 1.3, (c) the dissolution of the Company; or (d) any merger in which the Company is not the surviving corporation and in which the stockholders of the Company own less than 50% of the voting securities of the merged entity upon the effectiveness of the merger, or any consolidation, sale of substantially all of the assets of the Company or change of control of the Company, provided the Employee has not approved the transaction by voting for it either as a location outside director or shareholder. For purposes of clause (a) a material breach by the Greater Philadelphia area; Company shall include a material change in the reporting responsibilities of the Employee such that the Employee is no longer effectively serving as the Chief Executive Officer of the Company, a relocation to offices that do not serve as the principle executive offices of the Company, a material reduction in benefits or other perquisites of office such that the Employee is not receiving the benefits set forth herein or the benefits and other perquisites generally granted for executive positions within the Company. For purposes of clause (d) above, a "change of control" shall be presumed to have occurred if within any 12-month period a single person or entity, or related group of persons or entities, acquires 50% or more of the outstanding voting stock of the Company. In the event of a termination for good reason under this Section, the Company shall pay the Employee (i) his base salary as then in effect under Section 3.1 through the date of termination, (ii) any material failure by incentive compensation awarded to the Company to comply with any material term of this Agreement; Employee under the Incentive Compensation Plan, but not yet paid, and (iii) the demotion of the Employee to a lesser position than described severance benefit set forth in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives; provided, however, that Good Reason shall not include a termination of the Employee’s employment pursuant to Section 4(b) or 4(c) hereof or, following a Change in Control, a reduction in title, position, responsibilities or duties solely by virtue of the Company being acquired and made part of a larger entity or operated as a subsidiary. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason4.6.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the Employee’s employment with the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned the Employee’s employment with the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may terminate her the Employee’s employment by providing written notice to the Company of a breach constituting Good Reason. “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iiiii) the sustained demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives; provided, however, that Good Reason shall not include a termination of the Employee’s employment pursuant to Section 4(b) or 4(c) hereof or, following a Change in Control, a reduction in title, position, responsibilities or duties solely by virtue of the Company being acquired and made part of a larger entity or operated as a subsidiary. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions (including satisfaction of the provisions of Section 4(g)) as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that the Employee believes constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act cure the act(s) or remedy such failure to act so as to eliminate “Good Reason” for the termination by failure(s) that the Employee of claims to be Good Reason (the Employee’s employment relationship with the Company“Cure Period”), and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months 30 days after the initial existence of Cure Period ends with the Company not having cured the act or failure that the Employee claims to act by the Company that constitutes “be Good Reason.” . If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the Employee’s employment with employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the Employee’s employment with employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may terminate her employment by providing this Agreement for good reason upon ninety (90) days written notice to the Company setting forth with specificity the grounds for termination upon the occurrence of a breach constituting Good Reason. “Good Reason” shall be deemed any of the following: (a) the failure of the Company to exist observe or comply with respect to any termination of employment its material obligations under this Agreement, if such failure has not been cured within 30 days after written notice thereof has been given by the Employee for any to the Company; (b) the dissolution of the following reasons: Company; or (c) any merger in which the Company is not the surviving corporation and in which the stockholders of the Company own less than 50% of the voting securities of the merged entity upon the effectiveness of the merger, or any consolidation, sale of substantially all of the assets of the Company or change of control of the Company, provided the Employee has not approved the transaction by voting for it either as a director or shareholder. For purposes of clause (a) a material breach by the Company shall include a material change in the reporting responsibilities of the Employee such that the Employee is no longer effectively serving as the President and Chief Executive Officer of the Company, a material reduction in benefits or other perquisites of office such that the Employee is not receiving the benefits set forth herein or the benefits and other perquisites generally granted for executive positions within the Company. For purposes of clause (c) above, a "change of control" shall be presumed to have occurred if within any 12-month period a single person or entity, or related group of persons or entities, acquires 50% or more of the outstanding voting stock of the Company. In the event of a termination for good reason under this Section, the Company shall pay the Employee (i) a reassignment his base salary as then in effect under Section 3.1 through the date of the Employee to a location outside the Greater Philadelphia area; termination, (ii) any material failure by incentive compensation awarded to the Company to comply with any material term of this Agreement; Employee under the Incentive Compensation Plan, but not yet paid, and (iii) the demotion of the Employee to a lesser position than described severance benefit set forth in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives; provided, however, that Good Reason shall not include a termination of the Employee’s employment pursuant to Section 4(b) or 4(c) hereof or, following a Change in Control, a reduction in title, position, responsibilities or duties solely by virtue of the Company being acquired and made part of a larger entity or operated as a subsidiary. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason4.2.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the Employee’s employment with the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned the Employee’s employment with the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may terminate her employment by providing at any time upon written notice to the Company of a breach constituting for Good Reason. “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this AgreementAgreement that is not corrected within 30 days after written notice from the Employee, which notice shall set forth the nature of the breach; (ii) the relocation following a Change of Control of the principal headquarters of the Company (or any successor hereto) to a location outside a radius of fifty (50) miles from Philadelphia, Pennsylvania; or (iii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives; provided, however, that Good Reason shall not include a termination of the Employee’s employment pursuant to Section 4(b6(a), 6(b) or 4(c6(c) hereof or, following a Change in Controlof Control of the Company, a reduction in title, position, responsibilities or duties solely by virtue substantially as a result of the Company being acquired and made part of a larger entity or operated as a subsidiarysubsidiary of another entity. If For purposes hereof, “Change of Control” shall mean any transaction or series of related transactions: (a) as a result of which the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination holders of the Employee’s employment voting securities of Company outstanding immediately prior to such transaction would not continue to retain directly or indirectly (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity or otherwise), more than 50% of the total voting power represented by the voting securities of Company without Causeor the surviving entity outstanding immediately after such transaction or series of transactions; or (b) that constitute the sale, as provided in Section 4(d) and subject to the satisfaction lease, transfer, exchange, exclusive license or other conveyance of all or substantially all of the other provisions assets of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the Employee’s employment with the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned the Employee’s employment with the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may terminate her the Employee’s employment by providing written notice to the Company of a breach constituting Good Reason. “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) a reassignment of the Employee to a primary work location outside that is more than 50 miles from Garden City, New York, but only if the Greater Philadelphia areaCompany, in such instance, does not permit Employee to work remotely; (ii) any material failure by the Company to comply with any material term of this Agreement; (iii) the sustained demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives; provided, however, that Good Reason shall not include a termination of the Employee’s employment pursuant to Section 4(b) or 4(c) hereof or, following a Change in Control, a reduction in title, position, responsibilities or duties solely by virtue of the Company being acquired and made part of a larger entity or operated as a subsidiary. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions (including satisfaction of the provisions of Section 4(g)) as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that the Employee believes constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act cure the act(s) or remedy such failure to act so as to eliminate “Good Reason” for the termination by failure(s) that the Employee of claims to be Good Reason (the Employee’s employment relationship with the Company“Cure Period”), and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months 30 days after the initial existence of Cure Period ends with the Company not having cured the act or failure that the Employee claims to act by the Company that constitutes “be Good Reason.” . If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the Employee’s employment with employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the Employee’s employment with employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”