Common use of Termination Without Cause; Termination for Good Reason Clause in Contracts

Termination Without Cause; Termination for Good Reason. (a) The Company may terminate Employee’s employment hereunder at any time, for any reason or for no reason, without Cause, effective upon the date designated by the Company upon ninety (90) days prior written notice to Employee. In addition, the Employee may voluntarily terminate his employment for Good Reason (as defined below) following ninety (90) days prior written notice to the Board. (b) If Employee’s employment is terminated pursuant to Section 5.4(a) at any time, then Employee shall be entitled to: (i) receive all accrued but unpaid (as of the Termination Date) Salary, Benefits and maximum target Bonus (as set forth in Section 4.2 of this Agreement) and (ii) the Company will continue to pay to the Employee in accordance with the Company’s regular payroll practices one hundred forty percent (140%) of his then current Salary in effect on the Termination Date during the twelve (12) month period immediately following the Termination Date, which upon a closing prior to the Termination Date of an initial public offering of the Company’s securities shall be increased to eighteen (18) months, all subject to all tax withholding obligations, calculated on the basis of the Salary in effect at the Termination Date. The Company’s obligations to pay the amounts outlined in subsection (ii) of the first sentence of this Section 5.4(b) and in the immediately preceding sentence, as applicable, shall be contingent upon the Employee executing and not revoking a release of all claims pursuant to a Separation Agreement and Release substantially in the form attached hereto as Exhibit B. All Benefits and Bonuses shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to Employee. Except as specifically set forth in this Section 5.4(b), the Company shall have no liability or obligation hereunder by reason of such termination. (c) For purposes of this Agreement, the term “Good Reason” shall mean the earliest to occur of any of the following events that are not consented to by the Employee: (i) any substantial and adverse alteration by the Company of Employee’s functions, duties or responsibilities, or other material breach of this Agreement by Company, that is not remedied by the Company within thirty (30) days after receiving notice of such material alteration or breach; (ii) failure by Company or its successor, within thirty days after a Change Of Control to confirm Employee’s position as Chief Financial Officer of the Company or (iii) except as otherwise agreed in advance by Employee, requiring the Employee to be principally based (excluding all travel to perform the Employee’s services hereunder) at any office or location the site of which would result in a commuting distance of greater than 50 miles from Malvern, Pennsylvania; provided, further, that the Employee’s consent to any event which would otherwise constitute “Good Reason” shall be conclusively presumed if the Employee does not exercise his rights hereunder within thirty (30) days of the event.

Termination Without Cause; Termination for Good Reason. (a) The Company may terminate Employee’s employment hereunder at any time, for any reason or for no reason, without Cause, effective upon the date designated by the Company upon at least ninety (90) days prior written notice to the Employee. In addition, the Employee may voluntarily terminate his employment for Good Reason (as defined below) following at least ninety (90) days prior written notice to the Board. (b) If Employee’s employment is terminated pursuant to Section 5.4(a) at any time, then Employee shall be entitled to: (i) receive all accrued but unpaid (as of the Termination Date) Salary, Development Payment, Benefits and maximum target Bonus (as set forth in Section 4.2 of this Agreement) and (ii) the Company will continue to pay to the Employee in accordance with the Company’s regular payroll practices one hundred forty fifty percent (140150%) of his then current Salary in effect on the Termination Date during the twelve (12) month period immediately following the Termination Date, which upon a closing prior to the Termination Date of an initial public offering of the Company’s securities prior to the Termination Date shall be increased to eighteen twenty four (1824) monthsmonths (as adjusted, the “Severance Period”), all subject to all tax withholding obligations, calculated on the basis of the Salary in effect at the Termination Date. The Company’s obligations to pay the amounts outlined in subsection (ii) of the first sentence of this Section 5.4(b) and in the immediately preceding sentence, as applicable, shall be contingent upon the Employee executing and not revoking a release of all claims pursuant to a Separation Agreement and Release substantially in the form attached hereto as Exhibit B. A. All Benefits and Bonuses shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to Employee, except that the Company shall pay for the healthcare benefits provided by the Company to the Employee as of the Termination Date during the Severance Period. Except as specifically set forth in this Section 5.4(b), the Company shall have no liability or obligation hereunder by reason of such termination. (c) For purposes of this Agreement, the term “Good Reason” shall mean the earliest to occur of any of the following events that are not consented to by the Employee: (i) any substantial and adverse alteration by the Company of the Employee’s functions, duties or responsibilities, or other material breach of this Agreement by Company, that is not remedied by the Company within thirty (30) days after receiving notice of such material alteration or breach; (ii) failure by the Company or its successor, within thirty days after a Change Of in Control to confirm Employee’s position as Chief Financial Executive Officer of the Company or (iii) except as otherwise agreed in advance by the Employee, requiring the Employee to be principally based (excluding all travel to perform the Employee’s services hereunder) at any office or location the site of which would result in a commuting distance of greater than 50 miles from MalvernNew York, PennsylvaniaNew York; provided, further, that the Employee’s consent to any event which would otherwise constitute “Good Reason” shall be conclusively presumed if the Employee does not exercise his rights hereunder within thirty (30) days of the event.

Termination Without Cause; Termination for Good Reason. (a) The Company may terminate Employee’s employment hereunder at any time, for any reason or for no reason, without Cause, effective upon the date designated by the Company upon at least ninety (90) days prior written notice to the Employee. In addition, the Employee may voluntarily terminate his employment for Good Reason (as defined below) following at least ninety (90) days prior written notice to the Board. (b) If Employee’s employment is terminated pursuant to Section 5.4(a) at any time, then Employee shall be entitled to: (i) receive all accrued but unpaid (as of the Termination Date) Salary, Benefits and maximum target Bonus (as set forth in Section 4.2 of this Agreement) and (ii) the Company will continue to pay to the Employee in accordance with the Company’s regular payroll practices one hundred forty percent (140%) of his then current Salary in effect on the Termination Date during the twelve (12) month period immediately following the Termination Date, which upon a closing prior to the Termination Date of an initial public offering of the Company’s securities prior to the Termination Date shall be increased to eighteen twenty four (1824) monthsmonths (as adjusted, the “Severance Period”), all subject to all tax withholding obligations, calculated on the basis of the Salary in effect at the Termination Date. The Company’s obligations to pay the amounts outlined in subsection (ii) of the first sentence of this Section 5.4(b) and in the immediately preceding sentence, as applicable, shall be contingent upon the Employee executing and not revoking a release of all claims pursuant to a Separation Agreement and Release substantially in the form attached hereto as Exhibit B. C. All Benefits and Bonuses shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to Employee, except that the Company shall pay for the healthcare benefits provided by the Company to the Employee as of the Termination Date during the Severance Period. Except as specifically set forth in this Section 5.4(b), the Company shall have no liability or obligation hereunder by reason of such termination. (c) For purposes of this Agreement, the term “Good Reason” shall mean the earliest to occur of any of the following events that are not consented to by the Employee: (i) any substantial and adverse alteration by the Company of the Employee’s functions, duties or responsibilities, or other material breach of this Agreement by Company, that is not remedied by the Company within thirty (30) days after receiving notice of such material alteration or breach; (ii) failure by the Company or its successor, within thirty days after a Change Of in Control to confirm Employee’s position as Chief Financial Medical Officer of the Company or (iii) except as otherwise agreed in advance by the Employee, requiring the Employee to be principally based (excluding all travel to perform the Employee’s services hereunder) at any office or location the site of which would result in a commuting distance of greater than 50 miles from MalvernNew York, PennsylvaniaNew York; provided, further, that the Employee’s consent to any event which would otherwise constitute “Good Reason” shall be conclusively presumed if the Employee does not exercise his rights hereunder within thirty (30) days of the event.

Termination Without Cause; Termination for Good Reason. (a) The Company may terminate Employee’s employment hereunder at any time, for any reason or for no reason, without Cause, effective upon the date designated by the Company upon at least ninety (90) days prior written notice to the Employee. In addition, the Employee may voluntarily terminate his employment for Good Reason (as defined below) following at least ninety (90) days prior written notice to the Board. (b) If Employee’s employment is terminated pursuant to Section 5.4(a) at any time, then Employee shall be entitled to: (i) receive all accrued but unpaid (as of the Termination Date) Salary, Benefits and maximum target Bonus (as set forth in Section 4.2 of this Agreement) and (ii) the Company will continue to pay to the Employee in accordance with the Company’s regular payroll practices one hundred forty percent (140%) of his then current Salary in effect on the Termination Date during the twelve (12) month period immediately following the Termination Date, which upon a closing prior to the Termination Date of an initial public offering of the Company’s securities prior to the Termination Date shall be increased to eighteen twenty four (1824) monthsmonths (as adjusted, the “Severance Period”), all subject to all tax withholding obligations, calculated on the basis of the Salary in effect at the Termination Date. The Company’s obligations to pay the amounts outlined in subsection (ii) of the first sentence of this Section 5.4(b) and in the immediately preceding sentence, as applicable, shall be contingent upon the Employee executing and not revoking a release of all claims pursuant to a Separation Agreement and Release substantially in the form attached hereto as Exhibit B. C. All Benefits and Bonuses shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to Employee, except that the Company shall pay for the healthcare benefits provided by the Company to the Employee as of the Termination Date during the Severance Period. Except as specifically set forth in this Section 5.4(b), the Company shall have no liability or obligation hereunder by reason of such termination. (c) For purposes of this Agreement, the term “Good Reason” shall mean the earliest to occur of any of the following events that are not consented to by the Employee: (i) any substantial and adverse alteration by the Company of the Employee’s functions, duties or responsibilities, or other material breach of this Agreement by Company, that is not remedied by the Company within thirty (30) days after receiving notice of such material alteration or breach; (ii) failure by the Company or its successor, within thirty days after a Change Of in Control to confirm Employee’s position as Chief Financial Officer of the Company or (iii) except as otherwise agreed in advance by the Employee, requiring the Employee to be principally based (excluding all travel to perform the Employee’s services hereunder) at any office or location the site of which would result in a commuting distance of greater than 50 miles from MalvernNew York City, PennsylvaniaNew York; provided, further, that the Employee’s consent to any event which would otherwise constitute “Good Reason” shall be conclusively presumed if the Employee does not exercise his rights hereunder within thirty (30) days of the event.

Termination Without Cause; Termination for Good Reason. (a) The Company may terminate Employee’s employment hereunder at any time, for any reason or for no reason, without Cause, effective upon the date designated by the Company upon ninety (90) days prior written notice to Employee. In addition, the Employee may voluntarily terminate his employment for Good Reason (as defined below) following ninety (90) days prior written notice to the Board. (b) If Employee’s employment is terminated pursuant to Section 5.4(a) at any time, then Employee shall be entitled to: (i) receive all accrued but unpaid (as of the Termination Date) Salary, Benefits and maximum target Bonus (as set forth in Section 4.2 of this Agreement) and (ii) the Company will continue to pay to the Employee in accordance with the Company’s regular payroll practices one hundred forty percent (140%) of his then current Salary in effect on the Termination Date during the twelve (12) month period immediately following the Termination Date, which upon a closing prior to the Termination Date of an initial public offering of the Company’s securities shall be increased to eighteen (18) months, all subject to all tax withholding obligations, calculated on the basis of the Salary in effect at the Termination Date. The Company’s obligations to pay the amounts outlined in subsection (ii) of the first sentence of this Section 5.4(b) and in the immediately preceding sentence, as applicable, shall be contingent upon the Employee executing and not revoking a release of all claims pursuant to a Separation Agreement and Release substantially in the form attached hereto as Exhibit B. All Benefits and Bonuses shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to Employee. Except as specifically set forth in this Section 5.4(b), the Company shall have no liability or obligation hereunder by reason of such termination. (c) For purposes of this Agreement, the term “Good Reason” shall mean the earliest to occur of any of the following events that are not consented to by the Employee: (i) any substantial and adverse alteration by the Company of Employee’s functions, duties or responsibilities, or other material breach of this Agreement by Company, that is not remedied by the Company within thirty (30) days after receiving notice of such material alteration or breach; (ii) failure by Company or its successor, within thirty days after a Change Of Control to confirm Employee’s position as Chief Financial Officer OperatingOfficer of the Company or (iii) except as otherwise agreed in advance by Employee, requiring the Employee to be principally based (excluding all travel to perform the Employee’s services hereunder) at any office or location the site of which would result in a commuting distance of greater than 50 miles from Malvern, Pennsylvania; provided, further, that the Employee’s consent to any event which would otherwise constitute “Good Reason” shall be conclusively presumed if the Employee does not exercise his rights hereunder within thirty (30) days of the event.

Termination Without Cause; Termination for Good Reason. If (ai) The Company may MSGI shall terminate Employee’s employment hereunder at any timeExecutive's employment, other than for any reason Disability or for no reason, without Cause, effective upon the date designated by the Company upon ninety or (90ii) days prior written notice to Employee. In addition, the Employee may voluntarily Executive shall terminate his employment for Good Reason (as defined below) following ninety (90) days prior written notice to the Board.Reason, then: (b) If Employee’s employment is terminated pursuant to Section 5.4(a) at any time, then Employee shall be entitled to: (i) receive all accrued but unpaid (as of the Termination DateCompanies shall pay the Accrued Obligations to Executive at the time(s) Salary, Benefits and maximum target Bonus (as set forth in Section 4.2 of this Agreement9(a)(i) and hereof; (ii) the Company will continue to Companies shall pay to Executive a lump sum payment equal to the Employee in accordance with sum of (A) the Company’s regular payroll practices one hundred forty percent (140%) actual amount of his then current Base Salary in effect on the Termination Date that Executive would have earned during the twelve (12) month period immediately following the Termination Date, which upon a closing prior to the Termination Date of an initial public offering balance of the Company’s securities shall be increased to eighteen (18) months, all subject to all tax withholding obligations, calculated on Initial Term or the basis of the Salary in effect at the Termination Date. The Company’s obligations to pay the amounts outlined in subsection (ii) of the first sentence of this Section 5.4(b) and in the immediately preceding sentenceRenewal Term, as applicable, but not less than an amount equal to Executive's then-current Base Salary for twenty-four (24) month periods if fewer than twenty-four (24) months remain during the Initial Term or the Renewal Term in each case such Base Salary shall reflect any rate increases determined pursuant to Section 3(a) hereof or otherwise, and (B) two (2) times the Historical Bonus; or $300,000 if the Date of Termination occurs prior to June 30, 2001; (iii) for purposes of computing the benefits payable to Executive under the Companies' benefit plans in which Executive participated as of the Date of Termination, Executive shall be contingent upon treated as if he had continued in employment for the Employee executing and not revoking a release balance of all claims pursuant to a Separation Agreement and Release substantially in the form attached hereto Initial Term or the Renewal Term, as Exhibit B. All Benefits and Bonuses shall cease at applicable, or twenty-four (24) months if less than twenty-four (24) months remain on the time of such terminationInitial Term or the Renewal Term, subject to the terms of any benefit or compensation plan then in force and applicable to Employee. Except as specifically set forth in this Section 5.4(b), the Company shall have no liability or obligation hereunder by reason of such terminationapplicable. (civ) For purposes as of this Agreementthe Date of Termination, all outstanding stock options granted to Executive (including the Option), which is and shall continue to be fully vested and exercisable in any event) and not then by their terms fully vested and exercisable shall become fully vested and exercisable. Executive shall have the right to exercise any stock option, to the extent then exercisable, following the Date of Termination until the expiration of the term “Good Reason” shall mean the earliest to occur of any of the following events that are not consented to by the Employee: (i) any substantial and adverse alteration by the Company of Employee’s functions, duties or responsibilities, or other material breach of this Agreement by Company, that is not remedied by the Company within thirty (30) days after receiving notice of such material alteration or breach; (ii) failure by Company or its successor, within thirty days after a Change Of Control to confirm Employee’s position as Chief Financial Officer of the Company or (iii) except as otherwise agreed in advance by Employee, requiring the Employee to be principally based (excluding all travel to perform the Employee’s services hereunder) at any office or location the site of which would result in a commuting distance of greater than 50 miles from Malvern, Pennsylvania; provided, further, that the Employee’s consent to any event which would otherwise constitute “Good Reason” shall be conclusively presumed if the Employee does not exercise his rights hereunder within thirty (30) days of the eventoption.

Termination Without Cause; Termination for Good Reason. (ai) The Company may may, at its option, terminate Employee’s the Executive's employment hereunder at any time, for any reason or for no reason, without Cause, effective under this Agreement upon the date designated by the Company upon ninety (90) days prior written notice to Employee. In addition, the Employee may voluntarily terminate his employment for Good Reason (as defined below) following ninety (90) days prior written notice to the Executive for a reason other than a reason set forth in Section 4(a), 4(b) or 4(c), or the Executive may terminate her employment upon 2 days written notice within 60 days prior to the Expiration Date ("Executive Termination"). Any termination by the Company shall be authorized by the Board. (b) . If Employee’s the Company terminates the Executive's employment is terminated pursuant to Section 5.4(a) at for any timesuch reason or the Executive provides notice of an Executive Termination, then Employee all obligations of the Company hereunder shall cease immediately, except that the Executive shall be entitled to: : (iA) receive all accrued but unpaid payment of any unused vacation and the payments and benefits specified in Sections 4(b)(i) through 4(b)(iii) hereof, inclusive; and (as of the Termination Date) Salary, Benefits and maximum target Bonus (as set forth in Section 4.2 of this Agreement) and (iiB) the Company will continue to pay continuation of payment of amounts equal to the Employee in accordance with Base Salary which otherwise would have been payable hereunder had the Company’s regular payroll practices one hundred forty percent (140%) of his then current Salary in effect on the Termination Date during the twelve (12) month period immediately following the Termination Date, which upon a closing prior Executive's employment hereunder not been terminated pursuant to the Termination Date of an initial public offering of the Company’s securities shall be increased to eighteen (18) months, all subject to all tax withholding obligations, calculated on the basis of the Salary in effect at the Termination Date. The Company’s obligations to pay the amounts outlined in subsection (ii) of the first sentence of this Section 5.4(b4(d) and in for a period of 12 months from the immediately preceding sentence, as applicable, shall be contingent upon the Employee executing and not revoking a release date of all claims pursuant to a Separation Agreement and Release substantially in the form attached hereto as Exhibit B. All Benefits and Bonuses shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to Employee. Except as specifically set forth in this Notwithstanding Section 5.4(b4(d)(i)(B), the amounts payable to the Executive under such Section 4(d)(i)(B) shall be reduced by the amount of salary, bonus or other compensation which the Executive receives from a subsequent employer during the period of time that amounts are payable to the Executive under such Section 4(d)(i)(B). The Executive shall use reasonable efforts to seek other comparable employment for this purpose. In the event of a termination under this Section, the Company and Executive shall have no liability or obligation hereunder by reason execute a mutual waiver in form and substance agreeable to each of such terminationthe parties, which waiver shall be finalized between the parties shortly hereafter. (c) For purposes of this Agreement, 4. To the term “Good Reason” shall mean extent the earliest to occur of Employment Agreement is inconsistent with any of the following events that are not consented to by provisions herein, this Amendment shall control and the Employee: (i) any substantial and adverse alteration by the Company of Employee’s functionsEmployment Agreement is hereby amended in all, duties or responsibilitiesbut only those, or other material breach of this Agreement by Company, that is not remedied by the Company within thirty (30) days after receiving notice of such material alteration or breach; (ii) failure by Company or its successor, within thirty days after a Change Of Control to confirm Employee’s position as Chief Financial Officer of the Company or (iii) except as otherwise agreed in advance by Employee, requiring the Employee respects necessary to be principally based (excluding all travel to perform the Employee’s services hereunder) at any office or location the site of which would result in a commuting distance of greater than 50 miles from Malvern, Pennsylvania; provided, further, that the Employee’s consent to any event which would otherwise constitute “Good Reason” shall be conclusively presumed if the Employee does not exercise his rights hereunder within thirty (30) days of the eventconsistent with this Amendment.

Termination Without Cause; Termination for Good Reason. (a) The Company may terminate EmployeeUpon the termination of the Executive’s employment hereunder at as a result of a Termination Without Cause or for Good Reason, the Executive shall not have any timefurther rights or claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 9(a) hereof, (ii) severance payments in the form of a continuation of the Executive’s base salary as in effect immediately prior to such termination (but without giving effect to any reduction in base salary that triggered a Good Reason termination) for a period of 12 (twelve) months following the effective date of such termination, subject to Section 24, (iii) a lump sum payment equal to the then accrued portion of the Executive’s Target Bonus Amount as in effect immediately prior to such termination (which includes, for the sake of clarity any reason or accrued bonus for no reason, without Cause, effective upon the year prior to the date designated of termination to the extent not previously paid and for the year of termination), payable within 60 days of termination (subject to Section 24), (iv) to the extent unvested the option granted by the Company upon ninety to the Executive on May 18, 2010 would be deemed fully vested on the date of termination and (90v) days prior written notice to Employee. In additionthe extent that the Executive has elected and is continuing to receive COBRA continuation coverage under the Company’s group health plan in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), the Employee may voluntarily terminate Company shall reduce the COBRA premiums that the Executive is required to pay during the first 12 (twelve) months following his termination of employment to that amount that the Company charges its active employees for Good Reason the same level of group health coverage. Notwithstanding the foregoing, the severance benefits described in clause (as defined below) following ninety ii), (90) days prior written notice to the Board. (b) If Employee’s employment is terminated pursuant to Section 5.4(a) at any time, then Employee shall be entitled to: (i) receive all accrued but unpaid (as of the Termination Date) Salary, Benefits and maximum target Bonus (as set forth in Section 4.2 of this Agreementiii) and (iiiv) above and the COBRA premium subsidy described in clause (v) above shall be provided in consideration for, and expressly conditioned upon, the Executive’s execution of a binding General Release (which shall be provided on or about the date of termination) containing terms reasonably satisfactory to the Company within 45 days of the Executive’s termination of employment. Subject to Section 24, if the Executive timely executes such General Release and the applicable revocation period with respect to such General Release lapses, the Executive will continue to pay to receive the Employee first two months of severance payments 60 days after his termination of employment and the remaining payments in accordance with the Company’s regular payroll practices one hundred forty percent (140%) of his then current Salary in effect on practices. If the Termination Date during Executive does not timely execute the twelve (12) month General Release or if the Executive revokes the General Release within the applicable revocation period immediately following prescribed by law, the Termination Date, which upon a closing prior Executive shall not be entitled to receive any severance payments and the Termination Date of an initial public offering Executive will be required to pay 102% of the Company’s securities shall be increased to eighteen applicable premium (18as defined in Code Section 4980B) months, all subject to all tax withholding obligations, calculated on the basis of the Salary in effect at the Termination Date. The Company’s obligations to pay the amounts outlined in subsection (ii) of the first sentence of this Section 5.4(b) and in the immediately preceding sentence, as applicable, shall be contingent upon the Employee executing and not revoking a release of all claims pursuant to a Separation Agreement and Release substantially in the form attached hereto as Exhibit B. All Benefits and Bonuses shall cease at the time of such termination, subject to the terms of for any benefit or compensation plan then in force and applicable to Employee. Except as specifically set forth in this Section 5.4(b), the Company shall have no liability or obligation hereunder by reason of such termination. (c) For purposes of this Agreement, the term “Good Reason” shall mean the earliest to occur of any of the following events that are not consented to COBRA continuation coverage elected by the Employee: (i) any substantial and adverse alteration by the Company of Employee’s functions, duties or responsibilities, or other material breach of this Agreement by Company, that is not remedied by the Company within thirty (30) days after receiving notice of such material alteration or breach; (ii) failure by Company or its successor, within thirty days after a Change Of Control to confirm Employee’s position as Chief Financial Officer of the Company or (iii) except as otherwise agreed in advance by Employee, requiring the Employee to be principally based (excluding all travel to perform the Employee’s services hereunder) at any office or location the site of which would result in a commuting distance of greater than 50 miles from Malvern, Pennsylvania; provided, further, that the Employee’s consent to any event which would otherwise constitute “Good Reason” shall be conclusively presumed if the Employee does not exercise his rights hereunder within thirty (30) days of the eventExecutive.

Termination Without Cause; Termination for Good Reason. (a) The Company may terminate Employeethe Executive’s employment hereunder at any time, for any reason or for no reason, time without Cause, effective upon and the date designated by the Company upon ninety (90) days prior written notice to Employee. In addition, the Employee Executive may voluntarily terminate his employment hereunder at any time for Good Reason (as defined below) following ninety (90) days prior written notice to the Board.Reason. In such event: (b) If Employee’s employment is terminated pursuant to Section 5.4(a) at any time, then Employee shall be entitled to: (i) receive all accrued but unpaid (as of the Company shall pay to the Executive a lump-sum amount equal to the Termination Date) Salary, Benefits and maximum target Bonus (as set forth in Section 4.2 of this Agreement) and Amount; (ii) the Company will continue to shall pay to the Employee in accordance with Executive any accrued and unpaid Salary, Automobile Allowance, vacation time and benefits through the Company’s regular payroll practices one hundred forty percent Termination Date; (140%iii) the Company shall pay to the Executive any earned but unpaid bonuses payable to the Executive as determined by the Compensation Committee for any fiscal periods of his then current Salary in effect the Company ending prior to the Termination Date; and (iv) any Equity Awards granted to the Executive that would not vest on or prior to the Termination Date during shall vest as of the twelve Termination Date and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, such Equity Awards shall continue to be exercisable until their original stated expiration date. The payments described in Sections 4(e)(ii) and 4(e)(iii) shall be made within thirty (1230) month period immediately days following the Termination Date. The lump sum payment described in Section 4(e)(i) shall be made on the sixtieth (60th) day following the Termination Date, which upon a closing provided that prior to the Termination Date of an initial public offering of payment date the Company’s securities shall be increased to eighteen (18) months, all subject to all tax withholding obligations, calculated on the basis of the Salary in effect at the Termination Date. The Company’s obligations to pay the amounts outlined in subsection (ii) of the first sentence of this Section 5.4(b) Executive signs a waiver and in the immediately preceding sentence, as applicable, shall be contingent upon the Employee executing and not revoking a release of all claims pursuant to a Separation Agreement and Release substantially agreement in the form attached hereto as Exhibit B. All Benefits provided by the Company and Bonuses shall cease at such waiver and release becomes effective and irrevocable in its entirety prior to such date. If the time of such termination, subject waiver and release does not become effective and irrevocable on or prior to the terms of any benefit or compensation plan then in force and applicable to Employee. Except as specifically payment date set forth in this Section 5.4(b)the preceding sentence, the Company shall have no liability further obligations pursuant to Sections 4(e)(i) or obligation hereunder by reason of such termination4(g). (c) For purposes of this Agreement, the term “Good Reason” shall mean the earliest to occur of any of the following events that are not consented to by the Employee: (i) any substantial and adverse alteration by the Company of Employee’s functions, duties or responsibilities, or other material breach of this Agreement by Company, that is not remedied by the Company within thirty (30) days after receiving notice of such material alteration or breach; (ii) failure by Company or its successor, within thirty days after a Change Of Control to confirm Employee’s position as Chief Financial Officer of the Company or (iii) except as otherwise agreed in advance by Employee, requiring the Employee to be principally based (excluding all travel to perform the Employee’s services hereunder) at any office or location the site of which would result in a commuting distance of greater than 50 miles from Malvern, Pennsylvania; provided, further, that the Employee’s consent to any event which would otherwise constitute “Good Reason” shall be conclusively presumed if the Employee does not exercise his rights hereunder within thirty (30) days of the event.

Termination Without Cause; Termination for Good Reason. (a) The Company may terminate Employee’s employment hereunder at any time, for any reason or for no reason, without Cause, effective upon the date designated by the Company upon ninety (90) days prior written notice to Employee. In addition, the Employee may voluntarily terminate his employment for Good Reason (as defined below) following ninety (90) days prior written notice to the Board. (b) If Employee’s employment is terminated pursuant to Section 5.4(a) at any time, then Employee shall be entitled to: (i) receive all accrued but unpaid (as of the Termination Date) Salary, Benefits and maximum target Bonus (as set forth in Section 4.2 of this Agreement) and (ii) the Company will continue to pay to the Employee in accordance with the Company’s regular payroll practices one hundred forty percent (140%) of his then current Salary in effect on the Termination Date during the twelve (12) month period immediately following the Termination Date, which upon a closing prior to the Termination Date of an initial public offering of the Company’s securities shall be increased to eighteen (18) months, all subject to all tax withholding obligations, calculated on the basis of the Salary in effect at the Termination Date. The Company’s obligations to pay the amounts outlined in subsection (ii) of the first sentence of this Section 5.4(b) and in the immediately preceding sentence, as applicable, shall be contingent upon the Employee executing and not revoking a release of all claims pursuant to a Separation Agreement and Release substantially in the form attached hereto as Exhibit B. All Benefits and Bonuses shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to Employee. Except as specifically set forth in this Section 5.4(b), the Company shall have no liability or obligation hereunder by reason of such termination. (c) For purposes of this Agreement, the term “Good Reason” shall mean the earliest to occur of any of the following events that are not consented to by the Employee: (i) any substantial and adverse alteration by the Company of Employee’s functions, duties or responsibilities, or other material breach of this Agreement by Company, that is not remedied by the Company within thirty (30) days after receiving notice of such material alteration or breach; (ii) failure by Company or its successor, within thirty days after a Change Of Control to confirm Employee’s position as Chief Financial Operating Officer of the Company or (iii) except as otherwise agreed in advance by Employee, requiring the Employee to be principally based (excluding all travel to perform the Employee’s services hereunder) at any office or location the site of which would result in a commuting distance of greater than 50 miles from Malvern, Pennsylvania; provided, further, that the Employee’s consent to any event which would otherwise constitute “Good Reason” shall be conclusively presumed if the Employee does not exercise his rights hereunder within thirty (30) days of the event.

Termination Without Cause; Termination for Good Reason. (ai) The Company may may, at its option, terminate Employee’s the Executive's employment hereunder at any time, for any reason or for no reason, without Cause, effective under this Agreement upon the date designated by the Company upon ninety (90) days prior written notice to Employee. In addition, the Employee may voluntarily terminate his employment for Good Reason (as defined below) following ninety (90) days prior written notice to the Executive for a reason other than a reason set forth in Section 4(a), 4(b) or 4(c). Any such termination shall be authorized by the Board. (b) . If Employee’s the Company terminates the Executive's employment is terminated pursuant to Section 5.4(a) at for any timesuch reason, then Employee all obligations of the Company hereunder shall cease immediately, except that the Executive shall be entitled to: : (iA) receive the payments and benefits specified in Sections 4(b)(i) through 4(b)(iii) hereof, inclusive; and (B) the continuation of payment of amounts equal to the Base Salary which otherwise would have been payable hereunder had the Executive's employment hereunder not been terminated pursuant to this Section 4(d) for a period of 12 months from the date of termination. Notwithstanding Section 4(d)(i)(B), the amounts payable to the Executive under such Section 4(d)(i)(B) shall be reduced by the amount of salary, bonus or other compensation which the Executive receives from a subsequent employer during the period of time that amounts are payable to the Executive under such Section 4(d)(i)(B). The Executive shall use reasonable efforts to seek other comparable employment for this purpose. (ii) The Executive may, at her option, terminate the Executive's employment under this Agreement upon written notice to the Company for Good Reason. If the Executive terminates her employment for Good Reason, all accrued but unpaid (as obligations of the Termination DateCompany hereunder shall cease immediately, except that the Executive shall be entitled to receive the payments and benefits specified in Section 4(d)(i)(A) Salaryabove and, Benefits provided that the Executive executes a mutual release and maximum target Bonus (as non-disparagement agreement, in form and substance reasonably satisfactory to the Company and the Executive, the payments set forth in Section 4.2 of this Agreement4(d)(i)(B) and (ii) the Company will continue to pay to the Employee above, in accordance with the Company’s regular payroll practices one hundred forty percent (140%) of his then current Salary in effect each case on the Termination Date during the twelve (12) month period immediately following the Termination Date, which upon a closing prior to the Termination Date of an initial public offering of the Company’s securities shall be increased to eighteen (18) months, all subject to all tax withholding obligations, calculated on the basis of the Salary in effect at the Termination Date. The Company’s obligations to pay the amounts outlined in subsection (ii) of the first sentence of this Section 5.4(b) terms and in the immediately preceding sentence, as applicable, shall be contingent upon the Employee executing and not revoking a release of all claims pursuant to a Separation Agreement and Release substantially in the form attached hereto as Exhibit B. All Benefits and Bonuses shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to Employee. Except as specifically conditions set forth in this Section 5.4(b), the Company shall have no liability or obligation hereunder by reason of such termination. (c) therein. For purposes of this Agreementhereof, the term “"Good Reason” " shall mean the earliest to occur occurrence of any of the following events that are not consented to by without the EmployeeExecutive's express written consent: (iA) any substantial and adverse alteration a reduction by the Company of Employee’s functions, duties or responsibilities, or other material breach in the Executive's base salary as in effect on the date of this Agreement by Agreement; (B) beginning for the fiscal year ending January 31, 2006, the Executive's percentage cash bonus opportunity under the Company's Management Cash Bonus Plan (or such other annual cash bonus plan, that if any, for which the executive officers of the Company may be eligible from time to time) is not remedied by at least equal to the Company within thirty (30) days after receiving notice percentage cash bonus opportunity of such material alteration or breach; (ii) failure by Company or its successor, within thirty days after a Change Of Control to confirm Employee’s position as the Chairman and Chief Financial Executive Officer of the Company or under such plan; (iiiC) except as otherwise agreed in advance by Employee, the Company's requiring the Employee Executive to be principally based anywhere outside of the greater Chicago metropolitan area; (excluding all travel to perform D) a change in the Employee’s services hereunderduties of the Executive that is inconsistent in any material adverse respect with Executive's position as in effect on the effective date of this Agreement; and (E) at any office or location a change in the site of which would result in a commuting distance of greater than 50 miles from Malvern, Pennsylvania; provided, further, Executive's reporting responsibilities such that the Employee’s consent Executive reports to any event a person other than the Chairman and/or Chief Executive Officer of the Company and/or the Board of Directors of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have terminated her employment under this Agreement for Good Reason unless the Executive gives written notice to the Company stating in reasonable detail the events which would otherwise constitute “Good Reason” shall be conclusively presumed if Reason and the Employee Company does not exercise his rights hereunder within thirty (30) days effect a cure of the eventaction or inaction constituting Good Reason within 5 business days after receipt of such notice by the Company.