Common use of Constructive Termination Clause in Contracts

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

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

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

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

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

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

Constructive Termination. Prior to the expiration of the Term, Executive ------------------------ shall have the right to terminate his employment under this Agreement, upon thirty (30) days' notice to the Company given within sixty (60) days following the occurrence of any of the following events ("Constructive Termination is defined as (a) a material reduction of the Optionee's duties, responsibilities, or authorities or a material adverse change in the prestige of Optionee's title, including without limitation, if the Optionee is required to report to any individual other than the Board, if the Optionee is not the highest ranking officer of the Company's ultimate parent entity or if Optionee is assigned material duties or material responsibilities that are not normally associated with the position of President and Chief Executive Officer of a company of similar size and market capitalization to the Company, (b) a reduction by the Company of the then current Base Compensation of the Optionee, (c) a relocation of the Company's headquarters of more than 35 miles from its location on the date hereof or a change in the Optionee's principal business location to a location other than the corporate headquarters, (d) a failure of the Board to nominate Optionee as a director of the CompanyEvents"); provided, however, that the replacement of Optionee as Chairman of Company shall have twenty (20) days after the Board shall not constitute a Constructive Termination date such notice has been given to the Company in which to cure the conduct or cause specified in such notice: (ea) a A material breach by the Company of a material provision obligation of the Company under this Agreement; (b) A failure of the Company to pay when due to the Executive any annual base salary, annual bonus or other earned bonus or awards or commissions referred to in this Agreement; (c) The relocation of the Executive's principal place of employment to a location not within a 30 mile radius of such place of employment on the Effective Date; (d) A material reduction by the Company of the Executive's duties or responsibilities; (e) The failure of the Company to obtain an agreement reasonably satisfactory to the Executive from any successor to assume and agree to perform this Agreement, or, if the business for which the Executive's services are principally performed is sold or transferred, the failure of the Company to obtain such an agreement from the purchaser or transferee of such business; or (f) The Company shall fail to grant Executive's stock options for provided for herein. Following a Constructive Termination Event and proper notice by the Executive as set forth herein, Executive may terminate his employment with the Company and shall be entitled to receive the Severance Payments and the Nonrenewal Payment as set forth in Sections 7.6 and 7.7 of this Agreement. If In the Company cures such Constructive Termination within 10 days after its receipt of event the OptioneeExecutive terminates Executive's written notice, then Optionee will not be able to terminate her employment in a Qualifying Termination based on the event(s) in question. Each provision of this Agreement that provides for payments to be paid or material benefits to be provided to Optionee shall be deemed to be a material provision of this Agreement. If the Optionee does not give the Company notice that she will terminate her employment as a result of a Constructive Termination Event and the Company objects in writing to the Executive's determination that there was Constructive Termination Event within sixty (6030) days following after Executive has notified the date she has actual knowledge Company of the material facts giving rise to the basis for such terminationsame, the Optionee matter shall be resolved by arbitration in accordance with the provisions of Section 7.2(c). If the Company fails to object to any such determination of Constructive Termination in writing within such thirty (30) day period, it shall be deemed to have irrevocably waived the its right to give notice on object to that determination. If such basis unless the Company consents in writing arbitration determines that there was not proper Constructive Termination, such termination shall be deemed to an extension of such period. For purposes of the foregoing waiver provision, the Company shall have the burden of proving actual knowledge of the Optionee of the material facts giving rise be a termination pursuant to the basis for such terminationsubsection 7.4(c).

Constructive Termination. Prior to the expiration of the Term, ------------------------ Executive shall have the right to terminate his employment under this Agreement, upon thirty (30) days' notice to the Company given within sixty (60) days following the occurrence of any of the following events ("Constructive Termination is defined as (a) a material reduction of the Optionee's duties, responsibilities, or authorities or a material adverse change in the prestige of Optionee's title, including without limitation, if the Optionee is required to report to any individual other than the Board, if the Optionee is not the highest ranking officer of the Company's ultimate parent entity or if Optionee is assigned material duties or material responsibilities that are not normally associated with the position of President and Chief Executive Officer of a company of similar size and market capitalization to the Company, (b) a reduction by the Company of the then current Base Compensation of the Optionee, (c) a relocation of the Company's headquarters of more than 35 miles from its location on the date hereof or a change in the Optionee's principal business location to a location other than the corporate headquarters, (d) a failure of the Board to nominate Optionee as a director of the CompanyEvents"); provided, however, that the replacement of Optionee as Chairman of Company shall have twenty (20) days after the Board shall not constitute a Constructive Termination date such notice has been given to the Company in which to cure the conduct or cause specified in such notice: (ea) a A material breach by the Company of a material provision obligation of the Company under this Agreement; (b) A failure of the Company to pay when due to the Executive any annual base salary, annual bonus or other earned bonus or awards or commissions referred to in this Agreement; (c) The relocation of the Executive's principal place of employment to a location not within a 30 mile radius of such place of employment on the Effective Date; (d) A material reduction by the Company of the Executive's duties or responsibilities; (e) The failure of the Company to obtain an agreement reasonably satisfactory to the Executive from any successor to assume and agree to perform this Agreement, or, if the business for which the Executive's services are principally performed is sold or transferred, the failure of the Company to obtain such an agreement from the purchaser or transferee of such business; or (f) The Company shall fail to grant Executive's stock options for provided for herein. Following a Constructive Termination Event and proper notice by the Executive as set forth herein, Executive may terminate his employment with the Company and shall be entitled to receive the Severance Payments and the No renewal Payment as set forth in Sections 7.6 and 7.7 of this Agreement. If In the Company cures such Constructive Termination within 10 days after its receipt of event the OptioneeExecutive terminates Executive's written notice, then Optionee will not be able to terminate her employment in a Qualifying Termination based on the event(s) in question. Each provision of this Agreement that provides for payments to be paid or material benefits to be provided to Optionee shall be deemed to be a material provision of this Agreement. If the Optionee does not give the Company notice that she will terminate her employment as a result of a Constructive Termination Event and the Company objects in writing to the Executive's determination that there was Constructive Termination Event within sixty (6030) days following after Executive has notified the date she has actual knowledge Company of the material facts giving rise to the basis for such terminationsame, the Optionee matter shall be resolved by arbitration in accordance with the provisions of Section 7.2(c). If the Company fails to object to any such determination of Constructive Termination in writing within such thirty (30) day period, it shall be deemed to have irrevocably waived the its right to give notice on object to that determination. If such basis unless the Company consents in writing arbitration determines that there was not proper Constructive Termination, such termination shall be deemed to an extension of such period. For purposes of the foregoing waiver provision, the Company shall have the burden of proving actual knowledge of the Optionee of the material facts giving rise be a termination pursuant to the basis for such terminationsubsection 7.4(c).

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

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

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

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

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

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

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

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

Constructive Termination. Prior to the expiration of the Term, ------------------------ Executive shall have the right to terminate his employment under this Agreement, upon thirty (30) days' notice to the Company given within sixty (60) days following the occurrence of any of the following events ("Constructive Termination is defined as (a) a material reduction of the Optionee's duties, responsibilities, or authorities or a material adverse change in the prestige of Optionee's title, including without limitation, if the Optionee is required to report to any individual other than the Board, if the Optionee is not the highest ranking officer of the Company's ultimate parent entity or if Optionee is assigned material duties or material responsibilities that are not normally associated with the position of President and Chief Executive Officer of a company of similar size and market capitalization to the Company, (b) a reduction by the Company of the then current Base Compensation of the Optionee, (c) a relocation of the Company's headquarters of more than 35 miles from its location on the date hereof or a change in the Optionee's principal business location to a location other than the corporate headquarters, (d) a failure of the Board to nominate Optionee as a director of the CompanyEvents"); provided, however, that the replacement of Optionee as Chairman of Company shall have twenty (20) days after the Board shall not constitute a Constructive Termination date such notice has been given to the Company in which to cure the conduct or cause specified in such notice: (ea) a A material breach by the Company of a material provision obligation of the Company under this Agreement; (b) A failure of the Company to pay when due to the Executive any annual base salary, annual bonus or other earned bonus or awards or commissions referred to in this Agreement; (c) The relocation of the Executive's principal place of employment to a location not within a 30 mile radius of such place of employment on the Effective Date; (d) A material reduction by the Company of the Executive's duties or responsibilities; (e) The failure of the Company to obtain an agreement reasonably satisfactory to the Executive from any successor to assume and agree to perform this Agreement, or, if the business for which the Executive's services are principally performed is sold or transferred, the failure of the Company to obtain such an agreement from the purchaser or transferee of such business; or (f) The Company shall fail to grant Executive's stock options for provided for herein. Following a Constructive Termination Event and proper notice by the Executive as set forth herein, Executive may terminate his employment with the Company and shall be entitled to receive the Severance Payments and the Non-renewal Payment as set forth in Sections 7.6 and 7.7 of this Agreement. If In the Company cures such Constructive Termination within 10 days after its receipt of event the OptioneeExecutive terminates Executive's written notice, then Optionee will not be able to terminate her employment in a Qualifying Termination based on the event(s) in question. Each provision of this Agreement that provides for payments to be paid or material benefits to be provided to Optionee shall be deemed to be a material provision of this Agreement. If the Optionee does not give the Company notice that she will terminate her employment as a result of a Constructive Termination Event and the Company objects in writing to the Executive's determination that there was Constructive Termination Event within sixty (6030) days following after Executive has notified the date she has actual knowledge Company of the material facts giving rise to the basis for such terminationsame, the Optionee matter shall be resolved by arbitration in accordance with the provisions of Section 7.2(c). If the Company fails to object to any such determination of Constructive Termination in writing within such thirty (30) day period, it shall be deemed to have irrevocably waived the its right to give notice on object to that determination. If such basis unless the Company consents in writing arbitration determines that there was not proper Constructive Termination, such termination shall be deemed to an extension of such period. For purposes of the foregoing waiver provision, the Company shall have the burden of proving actual knowledge of the Optionee of the material facts giving rise be a termination pursuant to the basis for such terminationsubsection 7.4(c).

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

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

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

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

Constructive Termination. Constructive Termination is defined as Following a Change in ---------------------------------------------- Control. Anything herein to the contrary notwithstanding, if, ------- during the period equal to the lesser of (i) the then remaining Term hereunder following a Change in Control and (ii) the one (1) year period following a Change in Control, either the Parent or the Company: (a) demotes the Employee to a lesser position than provided in Section 2, in the case of the Company, or to a lesser position than Chairman of the Board, Chief Executive Officer, President and Chief Operating Officer of the Parent, in the case of the Parent; (b) causes a material reduction change in the nature or scope of the Optionee's authorities, powers, functions, duties, responsibilitiesor responsibilities attached to the Employee's positions as described in Section 2, or authorities in the case of the Company, or a material adverse change in the prestige of Optionee's title, including without limitation, if the Optionee is required to report to any individual other than the Board, if the Optionee is not the highest ranking officer nature or scope of the Company's ultimate parent entity or if Optionee is assigned material authorities, powers, functions, duties or material responsibilities that are not normally associated attached to the Employee's positions with the position of President and Chief Executive Officer Parent, in each case as in effect on November 4, 2000; (c) decreases the Employee's salary or bonus below the levels provided for in Section 3; or (d) fails to obtain the agreement of a successor company to assume the obligations of similar size and market capitalization to the Company under this Agreement as required by Section 12; then such action (or inaction) by the Company, (b) unless consented to in writing by the Employee, shall constitute a reduction termination of the Employee's employment by the Company pursuant to Section 6.6 (a "Constructive Termination of Employment"). Notwithstanding the then current Base Compensation preceding sentence, within thirty (30) days after learning of an action (or inaction) constituting the Optionee, (c) a relocation of the Company's headquarters of more than 35 miles from its location on the date hereof or a change in the Optionee's principal business location to a location other than the corporate headquarters, (d) a failure of the Board to nominate Optionee as a director of the Company; provided, however, that the replacement of Optionee as Chairman of the Board shall not constitute basis for a Constructive Termination or of Employment, the Employee may (eunless he gives written consent thereto) a breach by advise the Company in writing that such action (or inaction) constitutes a Constructive Termination of a material provision of this Agreement. If Employment, in which event the Company cures shall have thirty (30) days from the date of such Constructive Termination within 10 days after its receipt of written advice in which to correct such action (or inaction) and if the Optionee's written notice, then Optionee will Company does so correct such action (or inaction) the Employee shall not be able entitled to terminate her his employment in a Qualifying Termination based on the event(s) in question. Each provision of under this Agreement that provides for payments to be paid or material benefits to be provided to Optionee shall be deemed to be a material provision of this Agreement. If the Optionee does not give the Company notice that she will terminate her employment Section as a result of a Constructive Termination within sixty such action (60) days following the date she has actual knowledge of the material facts giving rise to the basis for such termination, the Optionee shall be deemed to have irrevocably waived the right to give notice on such basis unless the Company consents in writing to an extension of such period. For purposes of the foregoing waiver provision, the Company shall have the burden of proving actual knowledge of the Optionee of the material facts giving rise to the basis for such terminationor inaction).