Common use of Good Reason Defined Clause in Contracts

Good Reason Defined. For purposes of this Agreement, “Good Reason” shall exist if, without the Executive’s express written consent, the Company: (i) materially reduces or decreases the Executive’s Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date (or some subsequent higher level put into effect by the Board subsequent to the Effective Date), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, or (iv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s principal place of employment as of the Effective Date. Notwithstanding the above, Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the initial existence of the event or condition, the Company fails to cure such event or condition within thirty (30) days of receiving the Employee’s initial notice, and the Executive terminates employment with a subsequent written notice to the Company after such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the Executive.

Good Reason Defined. For purposes of this Agreement, “Good Reason” shall exist if, without the Executive’s express written consent, the Company: (i) materially reduces or decreases the Executive’s Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date (or some subsequent higher higher) level put into effect by the Board subsequent to the Effective Date), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, (iv) hires an executive senior to the Executive, or (ivv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s principal place of employment as of the Effective Date. Notwithstanding the above, Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the initial existence of the event or conditioncondition and, upon receipt of such notice, the Company fails to cure such event or condition within has a period of at least thirty (30) days of receiving during which to cure the Employee’s initial notice, and the Executive terminates employment with a subsequent written notice to the Company after such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the Executive.

Good Reason Defined. For purposes of this Agreement, Executive shall be considered to have terminated employment hereunder for “Good Reason” shall exist if, if such termination of employment occurs on or within twenty-four (24) months after a Change in Control and is on account of any of the following actions by the Employer without the Executive’s express written consent, the Company: : (i) materially reduces or decreases the A material diminution in Executive’s Base Salary authority, duties or Incentive Compensation opportunity level from other terms or conditions of employment as the level in effect same exist on the Effective Date (or some subsequent higher level put into effect by date of the Board subsequent to the Effective Date), unless such reduction or decrease is Change in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, Control; (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities Any reassignment of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, or (iv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more greater than fifty (50) 25 miles from the location of his office on the date of the Change in Control, unless such new location is closer to Executive’s principal place of employment as primary residence than the location on the date of the Effective DateChange in Control; (iii) Any failure to pay Executive any amounts due and owing to him under Section 4 of this Agreement, which constitutes a material breach by the Employer of this Agreement; (iv) Any failure to provide Executive with any benefits enjoyed by Executive under any of Penns ▇▇▇▇▇’ or JSSB’s retirement or pension, life insurance, medical, health and accident, disability or other material employee plans in which Executive participated at the time of the Change in Control or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control, except for any reductions in benefits or other actions resulting from changes to or reductions in benefits applicable to employees generally; (v) Any requirement that Executive travel in the performance of his duties on behalf of Penns ▇▇▇▇▇ or JSSB for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred, which results in a material negative change to Executive in the employment relationship; or (vi) Any other material breach of this Agreement. Notwithstanding the aboveforegoing, a termination by Executive shall not be for Good Reason, unless Executive shall have given the Employer at least ten (10) business days written notice (a “Notice of Termination”) specifying the grounds upon which Executive intends to terminate his employment hereunder for Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to and such notice is received by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition Employer within ninety (90) days of the initial existence of date the event of Good Reason occurred. In addition, any action or condition, inaction by the Company fails to cure such event or condition Employer which is remedied within thirty (30) days following a Notice of receiving the Employee’s initial notice, Termination shall not constitute Good Reason for termination hereunder and the Executive terminates employment with a subsequent written notice to the Company after shall render such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company Notice of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the ExecutiveTermination null and void.

Good Reason Defined. For purposes of this Agreement, “Good Reason” shall exist if, without the Executive’s express written consent, the Company: (i) materially reduces or decreases the Executive’s Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date (or some subsequent higher level put into effect by the Board subsequent to the Effective Date), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, (iv) hires an executive senior to the Executive, or (ivv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s principal place of employment as of the Effective Date. Notwithstanding the above, Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the initial existence of the event or conditioncondition and, upon receipt of such notice, the Company fails to cure such event or condition within has a period of at least thirty (30) days of receiving during which to cure the Employee’s initial notice, and the Executive terminates employment with a subsequent written notice to the Company after such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the Executive.

Good Reason Defined. For purposes of this Agreement, “Good Reason” shall exist if, without the Executive’s express written consent, the Company: (i) materially reduces or decreases the Executive’s Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date (or some subsequent higher level put into effect by the Board subsequent to the Effective Date), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, (iv) hires an executive senior to the Executive; or (ivv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s principal place of employment as of the Effective Date. Notwithstanding the above, Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the initial existence of the event or conditioncondition and, upon receipt of such notice, the Company fails to cure such event or condition within has a period of at least thirty (30) days of receiving during which to cure the Employee’s initial notice, and the Executive terminates employment with a subsequent written notice to the Company after such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the Executive.

Good Reason Defined. For purposes of this Agreement, Executive shall be considered to have terminated employment hereunder for “Good Reason” shall exist if, if such termination of employment occurs on or within twenty-four (24) months after a Change in Control and is on account of any of the following actions by Luzerne without the Executive’s express written consent, the Company: : (i) materially reduces or decreases the a material diminution in Executive’s Base Salary authority, duties or Incentive Compensation opportunity level from other terms or conditions of employment as the level in effect same exist on the Effective Date (or some subsequent higher level put into effect by date of the Board subsequent to the Effective Date), unless such reduction or decrease is Change in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, Control; (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities reassignment of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, or (iv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more greater than fifty (50) 50 miles from the location of the Executive’s principal place of employment as office on the date of the Effective DateChange in Control, unless such new location is closer to Executive’s primary residence than the location on the date of the Change in Control; (iii) any failure to pay Executive any amounts due and owing to Executive under Section 4 of this Agreement, which constitutes a material breach by Luzerne of this Agreement; (iv) any failure to provide Executive with any benefits enjoyed by Executive under any of Luzerne’s retirement or pension, life insurance, medical, health and accident, disability or other material employee plans in which Executive participated at the time of the Change in Control or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control, except for any reductions in benefits or other actions resulting from changes to or reductions in benefits applicable to employees generally; (v) any requirement that Executive travel in the performance of Executive’s duties on behalf of Luzerne for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred, which results in a material negative change to Executive in the employment relationship; or (vi) any other material breach of this Agreement. Notwithstanding the aboveforegoing, a termination by Executive shall not be for Good Reason, unless Executive shall have given Luzerne at least ten (10) business days written notice (a “Notice of Termination”) specifying the grounds upon which Executive intends to terminate Executive’s employment hereunder for Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken and such notice is received by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition Luzerne within ninety (90) days of the initial existence of date the event of Good Reason occurred. In addition, any action or condition, the Company fails to cure such event or condition inaction by Luzerne which is remedied within thirty (30) days following a Notice of receiving the Employee’s initial notice, Termination shall not constitute Good Reason for termination hereunder and the Executive terminates employment with a subsequent written notice to the Company after shall render such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company Notice of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the ExecutiveTermination null and void.

Good Reason Defined. For purposes of this Agreement, “Good Reason” shall exist if, without the Executive’s express written consent, the Company: (i) materially reduces or decreases the Executive’s Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date (or some subsequent higher level put into effect by the Board subsequent to the Effective Date), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, or (iv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s principal place of employment as of the Effective Date. Notwithstanding the above, Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the initial existence of the event or condition, the Company fails to cure such event or condition within thirty (30) days of receiving the Employee’s initial notice, and the Executive terminates employment with a subsequent written notice to the Company after such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the Executive.

Good Reason Defined. For purposes of this Agreement, Executive shall be considered to have terminated employment hereunder for “Good Reason” shall exist if, if such termination of employment occurs on or within twenty-four (24) months after a Change in Control and is on account of any of the following actions by Penns ▇▇▇▇▇ without the Executive’s express written consent, the Company: : (i) materially reduces or decreases the A material diminution in Executive’s Base Salary authority, duties or Incentive Compensation opportunity level from other terms or conditions of employment as the level in effect same exist on the Effective Date (or some subsequent higher level put into effect by date of the Board subsequent to the Effective Date), unless such reduction or decrease is Change in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, Control; (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities Any reassignment of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, or (iv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more greater than fifty (50) 25 miles from the location of his office on the date of the Change in Control, unless such new location is closer to Executive’s principal place of employment as primary residence than the location on the date of the Effective DateChange in Control; (iii) Any failure to pay Executive any amounts due and owing to him under Section 4 of this Agreement, which constitutes a material breach by Penns ▇▇▇▇▇ of this Agreement; (iv) Any failure to provide Executive with any benefits enjoyed by Executive under any of Penns ▇▇▇▇▇’ retirement or pension, life insurance, medical, health and accident, disability or other material employee plans in which Executive participated at the time of the Change in Control or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control, except for any reductions in benefits or other actions resulting from changes to or reductions in benefits applicable to employees generally; (v) Any requirement that Executive travel in the performance of his duties on behalf of Penns ▇▇▇▇▇ for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred, which results in a material negative change to Executive in the employment relationship; or (vi) Any other material breach of this Agreement. Notwithstanding the aboveforegoing, a termination by Executive shall not be for Good Reason, unless Executive shall have given Penns ▇▇▇▇▇ at least ten (10) business days written notice (a “Notice of Termination”) specifying the grounds upon which Executive intends to terminate his employment hereunder for Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken and such notice is received by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition Penns ▇▇▇▇▇ within ninety (90) days of the initial existence of date the event of Good Reason occurred. In addition, any action or condition, the Company fails to cure such event or condition inaction by Penns ▇▇▇▇▇ which is remedied within thirty (30) days following a Notice of receiving the Employee’s initial notice, Termination shall not constitute Good Reason for termination hereunder and the Executive terminates employment with a subsequent written notice to the Company after shall render such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company Notice of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the ExecutiveTermination null and void.

Good Reason Defined. For purposes of this Agreement, “Good Reason” shall exist if, without the Executive’s express written consent, the Company: (i) materially reduces or decreases the Executive’s Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date (or some subsequent higher level put into effect by the Board subsequent to the Effective Date), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, ; (ii) willfully fails to include the Executive in any incentive compensation plansmaterially reduces pay, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, ; or (iviii) requires hires an executive senior to the Executive to (A) regularly perform at the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s principal place of employment as of the Effective DateCompany. Notwithstanding the above, Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iviii) above unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the initial existence of the event or conditioncondition and, upon receipt of such notice, the Company fails to cure such event or condition within has a period of at least thirty (30) days of receiving during which to cure the Employee’s initial notice, and the Executive terminates employment with a subsequent written notice to the Company after such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the Executive.

Good Reason Defined. For purposes of this Agreement, Executive shall be considered to have terminated employment hereunder for “Good Reason” shall exist if, if such termination of employment occurs on or within twenty-four (24) months after a Change in Control and is on account of any of the following actions by Luzerne without the Executive’s express written consent, the Company: : (i) materially reduces or decreases the A material diminution in Executive’s Base Salary authority, duties or Incentive Compensation opportunity level from other terms or conditions of employment as the level in effect same exist on the Effective Date (or some subsequent higher level put into effect by date of the Board subsequent to the Effective Date), unless such reduction or decrease is Change in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, Control; (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities Any reassignment of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, or (iv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more greater than fifty (50) 25 miles from the location of the Executive’s principal place of employment as office on the date of the Effective DateChange in Control, unless such new location is closer to Executive’s primary residence than the location on the date of the Change in Control; (iii) Any failure to pay Executive any amounts due and owing to Executive under Section 4 of this Agreement, which constitutes a material breach by Employer of this Agreement; (iv) Any failure to provide Executive with any benefits enjoyed by Executive under any of Luzerne’s retirement or pension, life insurance, medical, health and accident, disability or other material employee plans in which Executive participated at the time of the Change in Control or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control, except for any reductions in benefits or other actions resulting from changes to or reductions in benefits applicable to employees generally; (v) Any requirement that Executive travel in the performance of Executive’s duties on behalf of Luzerne for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred, which results in a material negative change to Executive in the employment relationship; or (vi) Any other material breach of this Agreement. Notwithstanding the aboveforegoing, a termination by Executive shall not be for Good Reason, unless Executive shall have given Penns ▇▇▇▇▇ and Luzerne at least ten (10) business days written notice (a “Notice of Termination”) specifying the grounds upon which Executive intends to terminate Executive’s employment hereunder for Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken and such notice is received by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition Luzerne within ninety (90) days of the initial existence of date the event of Good Reason occurred. In addition, any action or condition, the Company fails to cure such event inaction by Penns ▇▇▇▇▇ or condition Luzerne which is remedied within thirty (30) days following a Notice of receiving the Employee’s initial notice, Termination shall not constitute Good Reason for termination hereunder and the Executive terminates employment with a subsequent written notice to the Company after shall render such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company Notice of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the ExecutiveTermination null and void.

Good Reason Defined. For purposes of this Agreement, “Good Reason” shall exist if, without the Executive’s express written consent, the Company: (i) materially reduces or decreases the Executive’s Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date (or some subsequent higher level put into effect by the Board subsequent to the Effective Date), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, or (iv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s principal place of employment as of the Effective Date. Notwithstanding the above, Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the initial existence of the event or conditioncondition and, upon receipt of such notice, the Company fails to cure such event or condition within has a period of at least thirty (30) days of receiving during which to cure the Employee’s initial notice, and the Executive terminates employment with a subsequent written notice to the Company after such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the Executive.

Good Reason Defined. For purposes of this Agreement, Executive shall be considered to have terminated employment hereunder for “Good Reason” shall exist if, if such termination of employment occurs on or within twenty-four (24) months after a Change in Control and is on account of any of the following actions by JSSB without the Executive’s express written consent, the Company: : (i) materially reduces or decreases the A material diminution in Executive’s Base Salary authority, duties or Incentive Compensation opportunity level from other terms or conditions of employment as the level in effect same exist on the Effective Date (or some subsequent higher level put into effect by date of the Board subsequent to the Effective Date), unless such reduction or decrease is Change in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, Control; (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities Any reassignment of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, or (iv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more greater than fifty (50) 50 miles from the location of the Executive’s principal place of employment as office on the date of the Effective DateChange in Control, unless such new location is closer to Executive’s primary residence than the location on the date of the Change in Control; (iii) Any failure to pay Executive any amounts due and owing to Executive under Section 4 of this Agreement, which constitutes a material breach by JSSB of this Agreement; (iv) Any failure to provide Executive with any benefits enjoyed by Executive under any of JSSB’s retirement or pension, life insurance, medical, health and accident, disability or other material employee plans in which Executive participated at the time of the Change in Control or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control, except for any reductions in benefits or other actions resulting from changes to or reductions in benefits applicable to employees generally; (v) Any requirement that Executive travel in the performance of Executive’s duties on behalf of JSSB for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred, which results in a material negative change to Executive in the employment relationship; or (vi) Any other material breach of this Agreement. Notwithstanding the aboveforegoing, a termination by Executive shall not be for Good Reason, unless Executive shall have given JSSB at least ten (10) business days written notice (a “Notice of Termination”) specifying the grounds upon which Executive intends to terminate Executive’s employment hereunder for Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken and such notice is received by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition JSSB within ninety (90) days of the initial existence of date the event of Good Reason occurred. In addition, any action or condition, the Company fails to cure such event or condition inaction by JSSB which is remedied within thirty (30) days following a Notice of receiving the Employee’s initial notice, Termination shall not constitute Good Reason for termination hereunder and the Executive terminates employment with a subsequent written notice to the Company after shall render such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company Notice of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the ExecutiveTermination null and void.

Good Reason Defined. For purposes of this Agreement, Executive shall be considered to have terminated employment hereunder for “Good Reason” shall exist if, if such termination of employment occurs on or within twenty-four (24) months after a Change in Control and is on account of any of the following actions by Penns W▇▇▇▇ without the Executive’s express written consent, the Company: : (i) materially reduces or decreases the a material diminution in Executive’s Base Salary authority, duties or Incentive Compensation opportunity level from other terms or conditions of employment as the level in effect same exist on the Effective Date (or some subsequent higher level put into effect by date of the Board subsequent to the Effective Date), unless such reduction or decrease is Change in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, Control; (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities reassignment of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, or (iv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more greater than fifty (50) 25 miles from the location of his office on the date of the Change in Control, unless such new location is closer to Executive’s principal place of employment as primary residence than the location on the date of the Effective DateChange in Control; (iii) any failure to pay Executive any amounts due and owing to him under Section 4 of this Agreement, which constitutes a material breach by Penns W▇▇▇▇ of this Agreement; (iv) any failure to provide Executive with any benefits enjoyed by Executive under any retirement or pension, life insurance, medical, health and accident, disability or other material employee plans in which Executive participated at the time of the Change in Control or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control, except for any reductions in benefits or other actions resulting from changes to or reductions in benefits applicable to employees generally; (v) any requirement that Executive travel in the performance of his duties on behalf of Penns W▇▇▇▇ for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred, which results in a material negative change to Executive in the employment relationship; or (vi) any other material breach of this Agreement. Notwithstanding the aboveforegoing, a termination by Executive shall not be for Good Reason, unless Executive shall have given Penns W▇▇▇▇ at least ten (10) business days written notice (a “Notice of Termination”) specifying the grounds upon which Executive intends to terminate his employment hereunder for Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken and such notice is received by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition Penns W▇▇▇▇ within ninety (90) days of the initial existence of date the event of Good Reason occurred. In addition, any action or condition, the Company fails to cure such event or condition inaction by Penns W▇▇▇▇ which is remedied within thirty (30) days following a Notice of receiving the Employee’s initial notice, Termination shall not constitute Good Reason for termination hereunder and the Executive terminates employment with a subsequent written notice to the Company after shall render such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company Notice of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the ExecutiveTermination null and void.

Good Reason Defined. For purposes of this Agreement, “"Good Reason” " shall exist if, without the Executive’s 's express written consent, the Company: (i) materially reduces or decreases the Executive’s 's Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date (or some subsequent higher higher) level put into effect by the Board subsequent to the Effective Date), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s 's other senior level executives, (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s 's performance of assigned duties and responsibilities, (iv) hires an executive senior to the Executive; or (ivv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s 's principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s 's principal place of employment as of the Effective Date. Notwithstanding the above, Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the initial existence of the event or conditioncondition and, upon receipt of such notice, the Company fails to cure such event or condition within has a period of at least thirty (30) days of receiving during which to cure the Employee’s initial notice, and the Executive terminates employment with a subsequent written notice to the Company after such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the Executive.

Good Reason Defined. For purposes of this Agreement, Executive shall be considered to have terminated employment hereunder for “Good Reason” shall exist if, if such termination of employment occurs on or within twenty-four (24) months after a Change in Control and is on account of any of the following actions by the Employer without the Executive’s express written consent, the Company: : (i) materially reduces or decreases the A material diminution in Executive’s Base Salary authority, duties or Incentive Compensation opportunity level from other terms or conditions of employment as the level in effect same exist on the Effective Date (or some subsequent higher level put into effect by date of the Board subsequent to the Effective Date), unless such reduction or decrease is Change in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, Control; (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities Any reassignment of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, or (iv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more greater than fifty (50) 50 miles from the location of his office on the date of the Change in Control, unless such new location is closer to Executive’s principal place of employment as primary residence than the location on the date of the Effective DateChange in Control; (iii) Any failure to pay Executive any amounts due and owing to him under Section 4 of this Agreement, which constitutes a material breach by the Employer of this Agreement; (iv) Any failure to provide Executive with any benefits enjoyed by Executive under any of Penns ▇▇▇▇▇’ or JSSB’s retirement or pension, life insurance, medical, health and accident, disability or other material employee plans in which Executive participated at the time of the Change in Control or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control, except for any reductions in benefits or other actions resulting from changes to or reductions in benefits applicable to employees generally; (v) Any requirement that Executive travel in the performance of his duties on behalf of Penns ▇▇▇▇▇ or JSSB for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred, which results in a material negative change to Executive in the employment relationship; or (vi) Any other material breach of this Agreement. Notwithstanding the aboveforegoing, a termination by Executive shall not be for Good Reason, unless Executive shall have given the Employer at least ten (10) business days written notice (a “Notice of Termination”) specifying the grounds upon which Executive intends to terminate his employment hereunder for Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to and such notice is received by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition Employer within ninety (90) days of the initial existence of date the event of Good Reason occurred. In addition, any action or condition, inaction by the Company fails to cure such event or condition Employer which is remedied within thirty (30) days following a Notice of receiving the Employee’s initial notice, and the Executive terminates employment with a subsequent written notice to the Company after such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company of the existence of such event or condition. If requested by the Company, the Executive Termination shall continue to work exclusively not constitute Good Reason for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the Executivetermination hereunder.

Good Reason Defined. For purposes of this Agreement, “Good Reason” shall exist if, without the Executive’s express written consent, the Company: (i) materially reduces or decreases the Executive’s Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date (or some subsequent higher level put into effect by the Board subsequent to the Effective Date), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or and diminishes the nature, status or and duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, or (iv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s principal place of employment as of the Effective Date. Notwithstanding the above, Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the initial existence of the event or conditioncondition and, upon receipt of such notice, the Company fails to cure such event or condition within has a period of at least thirty (30) days of receiving during which to cure the Employee’s initial notice, and the Executive terminates employment with a subsequent written notice to the Company after such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the Executive.

Good Reason Defined. For purposes of this AgreementSection 5, Executive shall be considered to have terminated employment hereunder for “Good Reason” shall exist if, if such termination of employment occurs on or within twenty-four (24) months after a Change in Control and is on account of any of the following actions by JSSB without the Executive’s express written consent, the Company: : (i) materially reduces or decreases the A material diminution in Executive’s Base Salary authority, duties or Incentive Compensation opportunity level from other terms or conditions of employment as the level in effect same exist on the Effective Date (date of the Change in Control, or some subsequent higher level put into effect by the Board subsequent to assignment of duties inconsistent with the Effective Date), unless such reduction or decrease is duties provided in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, Section 2; (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities Any reassignment of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, or (iv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more greater than fifty (50) 50 miles from the location of the Executive’s principal place of employment as office on the date of the Effective DateChange in Control, unless such new location is closer to Executive’s primary residence than the location on the date of the Change in Control; (iii) Any failure to pay Executive any amounts due and owing to Executive under Section 4 of this Agreement; (iv) Any failure to provide Executive with any benefits enjoyed by Executive under any of JSSB’s retirement or pension, life insurance, medical, health and accident, disability or other material employee plans in which Executive participated at the time of the Change in Control or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control, except for any reductions in benefits or other actions resulting from changes to or reductions in benefits applicable to employees generally; (v) Any requirement that Executive travel in the performance of Executive’s duties on behalf of JSSB for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred, which results in a material negative change to Executive in the employment relationship; or (vi) Any other material breach of this Agreement. Notwithstanding the aboveforegoing, a termination by Executive shall not be for Good Reason, unless Executive shall have given JSSB at least ten (10) business days written notice (a “Notice of Termination”) specifying the grounds upon which Executive intends to terminate Executive’s employment hereunder for Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken and such notice is received by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition JSSB within ninety (90) days of the initial existence of date the event of Good Reason occurred. In addition, any action or condition, the Company fails to cure such event or condition inaction by JSSB which is remedied within thirty (30) days following a Notice of receiving the Employee’s initial notice, Termination shall not constitute Good Reason for termination hereunder and the Executive terminates employment with a subsequent written notice to the Company after shall render such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company Notice of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the ExecutiveTermination null and void.

Good Reason Defined. For purposes of this Agreement, “a resignation from employment for Good Reason” shall exist if, Reason means a voluntary termination by Executive within seventy (70) days after the occurrence of one of the following events without the Executive’s his express written consent, the Company: (i) materially reduces a material diminution in Executive’s authority, duties or decreases responsibilities (subject to the clarification in the immediately following sentence); (ii) a reduction in Executive’s Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date an amount greater than ten percent (or some subsequent higher level put into effect by the Board subsequent 10%) of Executive’s Base Salary prior to the Effective Date)such reduction, unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels base salaries of all the Company’s other senior level executives, (ii) willfully fails to include executive employees are reduced by at least the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, same percentage; (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse a change in the geographic location of Executive’s performance of assigned duties and responsibilities, or (iv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is workplace by more than fifty (50) miles from its previous location; or (iv) a material breach by the location Company, or its successor, of this Agreement (including the failure of a successor to assume the obligations of this Agreement). For the avoidance of doubt, any Change in Control, immediately following which Executive does not hold the senior-most position in his functional area in the surviving top-most parent company (disregarding for these purposes any company that is an investment fund or other non-operating company), whether public or private, and does not report directly to the chief executive officer of such top-most parent company (or to the board of directors of such top-most parent company if Executive is the chief executive officer of the Company immediately prior to the Change in Control) shall be regarded as a material diminution in Executive’s principal place authority, duties or responsibilities for purposes of employment this definition, provided that Executive, as a condition of the Effective Date. Notwithstanding the above, resigning for Good Reason on such basis, shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to the Position or his first have remained in employment with the Company, or its successor, on a full time basis (or on a less than full time basis, as the Company or its Subsidiaries. Further, Good Reason successor shall not include any of the events or conditions described in items (idetermine), with a Base Salary that is no less than it was immediately prior to the Change in Control (iiunadjusted for employment on a less than full time basis), for a period of six (iii6) months (or (ivsuch shorter period as the Company or its successor shall determine) above unless in order to provide transition support to the Company or its successor. Prior to any resignation for Good Reason, Executive provides must provide written notice to the Company of the existence of the Good Reason event or condition within ninety (90) days of the initial existence of the event or condition, the Company fails to cure such event or condition within thirty (30) days of receiving the Employee’s following its initial noticeexistence, and the Executive terminates employment with Company shall have a subsequent written notice to the Company after such period of thirty (30) day days following such notice within which to cure period but within ninety (90) days after the Executive provides the initial written notice to the Company of the existence of such event or conditionevent. If requested by the Companyevent is cured within such time period, the Executive shall continue not be entitled to work exclusively resign from his employment for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the ExecutiveGood Reason.

Good Reason Defined. For purposes of this Agreement, “Good Reason” shall exist if, without the Executive’s express written consent, the Company: (i) materially reduces or decreases the Executive’s Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date (or some subsequent higher level put into effect by the Board subsequent to the Effective Date), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, (iv) hires an executive senior to the Executive at the Company, or (ivv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s principal place of employment as of the Effective Date. Notwithstanding the above, Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to the Position or his her employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the initial existence of the event or conditioncondition and, upon receipt of such notice, the Company fails to cure such event or condition within has a period of at least thirty (30) days of receiving during which to cure the Employee’s initial notice, and the Executive terminates employment with a subsequent written notice to the Company after such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the Executive.

Good Reason Defined. For purposes of this Agreement, “Good Reason” shall exist if, without the Executive’s express written consent, the Company: (i) materially reduces or decreases the Executive’s Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date (or some subsequent higher higher) level put into effect by the Board subsequent to the Effective Date), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, (iv) hires an executive senior to the Executive; or (ivv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s principal place of employment as of the Effective Date. Notwithstanding the above, Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the initial existence of the event or conditioncondition and, upon receipt of such notice, the Company fails to cure such event or condition within has a period of at least thirty (30) days of receiving during which to cure the Employee’s initial notice, and the Executive terminates employment with a subsequent written notice to the Company after such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the Executive.

Good Reason Defined. For purposes of this Agreement, “the Employee shall have "Good Reason” shall exist " to terminate her employment during the term of this Agreement only if, without the Executive’s express written consent, the Company: : (i) materially reduces or decreases the Executive’s Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date (or some subsequent higher level put into effect by the Board subsequent to the Effective Date), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, or (iv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s principal place of employment as of the Effective Date. Notwithstanding the above, Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the initial existence of the event or condition, the Company fails to cure pay or provide any amount or benefit that the Company is obligated to pay or provide under section 4 above or section 8, 9 or 10 below and the failure is not remedied within 30 days after the Company receives written notice from the Employee of such event failure; or (ii) the Company assigns the Employee duties, responsibilities or condition reporting relationships not contemplated by section 3 above without her consent, or limits her duties or responsibilities or power or authority contemplated by section 3 above in any respect materially detrimental to her, and in either case the situation is not remedied within thirty 30 days after the Company receives written notice from the Employee of the situation; or (30iii) days she is removed from, or not elected or reelected to, the office, title or position of receiving Senior Vice President, Quality and Regulatory Counsel of the Employee’s initial noticeCompany, and the Executive terminates employment with Company does not have Good Cause for doing so; or (iv) the Company relocates her office outside of either the Company's principal executive offices or the greater New York City metropolitan area without her written consent (given in a subsequent personal rather than representative capacity) and the situation is not remedied within 30 days after the Company receives written notice from the Employee of the situation; or (v) the Company gives the Employee written notice, in the manner set forth in paragraph 13(f) below, prior to any Extension Effective Date, that the term of this Agreement that is in effect at the time such written notice is given is not to be extended or further extended, as the case may be; provided that the giving of such written notice to the Company after Employee shall constitute Good Reason only if and when the Employee shall have performed such thirty (30) day cure of her duties and responsibilities for such period but within of time, in no event to exceed ninety (90) days after the Executive provides giving of such notice, as the initial CEO, the COO or the Board may reasonably request in writing to transition her duties and responsibilities; or (vi) a Change in Control occurs and as a result thereof either (A) equity securities of the Company cease to be publicly-traded, or (B) the Employee is not elected or designated to serve as the sole Senior Vice President, Human Resources of the surviving company; or (vii) a Change in Control or Potential Change in Control occurs and (A) the dollar value of the stock optioned to the Employee annually thereafter is less than the average annual dollar value of the stock that was optioned to the Employee during the four years prior to the Change in Control or Potential Change in Control, or (B) the material terms of such options (including without limitation vesting schedules) are less favorable to the Employee than the material terms of the options that were granted to the Employee during the four years prior to the Change in Control or Potential Change in Control, and in either case (A) or (B) the situation is not remedied within 30 days after the Company receives written notice from the Employee of the situation. In no event shall the Employee's continued employment after any of the foregoing constitute her consent to the Company act or omission in question, or a waiver of the existence her right to terminate her employment for Good Reason hereunder on account of such event act or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the Executiveomission.

Good Reason Defined. For purposes of this Agreement, “Good Reason” shall exist if, without the Executive’s express written consent, the Company: (i) materially reduces or decreases the Executive’s Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date (or some subsequent higher level put into effect by the Board subsequent to the Effective Date), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, (iv) hires an executive senior to the Executive or (ivv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s principal place of employment as of the Effective Date. Notwithstanding the above, Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the initial existence of the event or conditioncondition and, upon receipt of such notice, the Company fails to cure such event or condition within has a period of at least thirty (30) days of receiving during which to cure the Employee’s initial notice, and the Executive terminates employment with a subsequent written notice to the Company after such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the Executive.

Good Reason Defined. For purposes of this Agreement, Executive shall be considered to have terminated employment hereunder for “Good Reason” shall exist if, if such termination of employment occurs on or within twenty-four (24) months after a Change in Control and is on account of any of the following actions by the Employer without the Executive’s express written consent, the Company: : (i) materially reduces or decreases the A material diminution in Executive’s Base Salary authority, duties or Incentive Compensation opportunity level from other terms or conditions of employment as the level in effect same exist on the Effective Date (or some subsequent higher level put into effect by date of the Board subsequent to the Effective Date), unless such reduction or decrease is Change in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, Control; (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities Any reassignment of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, or (iv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more greater than fifty (50) 25 miles from the location of her office on the date of the Change in Control, unless such new location is closer to Executive’s principal place of employment as primary residence than the location on the date of the Effective DateChange in Control; (iii) Any failure to pay Executive any amounts due and owing to her under Section 4 of this Agreement, which constitutes a material breach by the Employer of this Agreement; (iv) Any failure to provide Executive with any benefits enjoyed by Executive under any Employer retirement or pension, life insurance, medical, health and accident, disability or other material employee plans in which Executive participated at the time of the Change in Control or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control, except for any reductions in benefits or other actions resulting from changes to or reductions in benefits applicable to employees generally; (v) Any requirement that Executive travel in the performance of her duties on behalf of Employer for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred, which results in a material negative change to Executive in the employment relationship; or (vi) Any other material breach of this Agreement. Notwithstanding the aboveforegoing, a termination by Executive shall not be for Good Reason, unless Executive shall have given the Employer at least ten (10) business days written notice (a “Notice of Termination”) specifying the grounds upon which Executive intends to terminate her employment hereunder for Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to and such notice is received by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition Employer within ninety (90) days of the initial existence of date the event of Good Reason occurred. In addition, any action or condition, inaction by the Company fails to cure such event or condition Employer which is remedied within thirty (30) days following a Notice of receiving the Employee’s initial notice, Termination shall not constitute Good Reason for termination hereunder and the Executive terminates employment with a subsequent written notice to the Company after shall render such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company Notice of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the ExecutiveTermination null and void.

Good Reason Defined. For purposes of this Agreement, “Good Reason” shall exist if, without the Executive’s express written consent, the Company: (i) materially reduces or decreases the Executive’s Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date (or some subsequent higher higher) level put into effect by the Board subsequent to the Effective Date), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, (iv) hires an executive senior to the Executive; or (ivv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s principal place of employment as of the Effective Date. Notwithstanding the above, Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to the Position or his her employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the initial existence of the event or conditioncondition and, upon receipt of such notice, the Company fails to cure such event or condition within has a period of at least thirty (30) days of receiving during which to cure the Employee’s initial notice, and the Executive terminates employment with a subsequent written notice to the Company after such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the Executive.

Good Reason Defined. For purposes of this Agreement, Executive shall be considered to have terminated employment hereunder for “Good Reason” shall exist if, if such termination of employment occurs on or within twenty-four (24) months after a Change in Control and is on account of any of the following actions by the Employer without the Executive’s express written consent, the Company: : (i) materially reduces or decreases the A material diminution in Executive’s Base Salary authority, duties or Incentive Compensation opportunity level from other terms or conditions of employment as the level in effect same exist on the Effective Date (or some subsequent higher level put into effect by date of the Board subsequent to the Effective Date), unless such reduction or decrease is Change in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, Control; (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities Any reassignment of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, or (iv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more greater than fifty (50) 50 miles from the location of his office on the date of the Change in Control, unless such new location is closer to Executive’s principal place of employment as primary residence than the location on the date of the Effective DateChange in Control; (iii) Any failure to pay Executive any amounts due and owing to him under Section 4 of this Agreement, which constitutes a material breach by the Employer of this Agreement; (iv) Any failure to provide Executive with any benefits enjoyed by Executive under any of Penns ▇▇▇▇▇’ or JSSB’s retirement or pension, life insurance, medical, health and accident, disability or other material employee plans in which Executive participated at the time of the Change in Control or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control, except for any reductions in benefits or other actions resulting from changes to or reductions in benefits applicable to employees generally; (v) Any requirement that Executive travel in the performance of his duties on behalf of Penns ▇▇▇▇▇ or JSSB for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred, which results in a material negative change to Executive in the employment relationship; or (vi) Any other material breach of this Agreement. Notwithstanding the aboveforegoing, a termination by Executive shall not be for Good Reason, unless Executive shall have given the Employer at least ten (10) business days written notice (a “Notice of Termination”) specifying the grounds upon which Executive intends to terminate his employment hereunder for Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to and such notice is received by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition Employer within ninety (90) days of the initial existence of date the event of Good Reason occurred. In addition, any action or condition, inaction by the Company fails to cure such event or condition Employer which is remedied within thirty (30) days following a Notice of receiving the Employee’s initial notice, Termination shall not constitute Good Reason for termination hereunder and the Executive terminates employment with a subsequent written notice to the Company after shall render such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company Notice of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the ExecutiveTermination null and void.

Good Reason Defined. For purposes of this Agreement, “"Good Reason” " shall exist if, without the Executive’s 's express written consent, the Company: (i) materially reduces or decreases the Executive’s 's Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date (or some subsequent higher level put into effect by the Board subsequent to the Effective Date), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s 's other senior level executives, (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s 's performance of assigned duties and responsibilities, (iv) hires an executive senior to the Executive, or (ivv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s 's principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s 's principal place of employment as of the Effective Date. Notwithstanding the above, Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the initial existence of the event or conditioncondition and, upon receipt of such notice, the Company fails to cure such event or condition within has a period of at least thirty (30) days of receiving during which to cure the Employee’s initial notice, and the Executive terminates employment with a subsequent written notice to the Company after such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the Executive.

Good Reason Defined. For purposes of this Agreement, “Good Reason” shall exist if, without the Executive’s express written consent, the Company: (i) materially reduces or decreases the Executive’s Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date (or some subsequent higher higher) level put into effect by the Board subsequent to the Effective Date), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, (iv) hires an executive senior to the Executive; or (ivv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s principal place of employment as of the Effective Date. Notwithstanding the above, Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the initial existence of the event or conditioncondition and, upon receipt of such notice, the Company fails to cure such event or condition within has a period of at least thirty (30) days of receiving during which to cure the Employee’s initial notice, and the Executive terminates employment with a subsequent written notice to the Company after such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the Executive.

Good Reason Defined. For purposes of this Agreement, Executive shall be considered to have terminated employment hereunder for “Good Reason” shall exist if, if such termination of employment occurs on or within twenty-four (24) months after a Change in Control and is on account of any of the following actions by the Employer without the Executive’s express written consent, the Company: : (i) materially reduces or decreases the A material diminution in Executive’s Base Salary authority, duties or Incentive Compensation opportunity level from other terms or conditions of employment as the level in effect same exist on the Effective Date (or some subsequent higher level put into effect by date of the Board subsequent to the Effective Date), unless such reduction or decrease is Change in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, Control; (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities Any reassignment of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, or (iv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more greater than fifty (50) 25 miles from the location of her office on the date of the Change in Control, unless such new location is closer to Executive’s principal place of employment as primary residence than the location on the date of the Effective DateChange in Control; (iii) Any failure to pay Executive any amounts due and owing to her under Section 4 of this Agreement, which constitutes a material breach by the Employer of this Agreement; (iv) Any failure to provide Executive with any benefits enjoyed by Executive under any of Penns ▇▇▇▇▇’ or JSSB’s retirement or pension, life insurance, medical, health and accident, disability or other material employee plans in which Executive participated at the time of the Change in Control or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control, except for any reductions in benefits or other actions resulting from changes to or reductions in benefits applicable to employees generally; (v) Any requirement that Executive travel in the performance of her duties on behalf of Penns ▇▇▇▇▇ or JSSB for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred, which results in a material negative change to Executive in the employment relationship; or (vi) Any other material breach of this Agreement. Notwithstanding the aboveforegoing, a termination by Executive shall not be for Good Reason, unless Executive shall have given the Employer at least ten (10) business days written notice (a “Notice of Termination”) specifying the grounds upon which Executive intends to terminate her employment hereunder for Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to and such notice is received by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition Employer within ninety (90) days of the initial existence of date the event of Good Reason occurred. In addition, any action or condition, inaction by the Company fails to cure such event or condition Employer which is remedied within thirty (30) days following a Notice of receiving the Employee’s initial notice, Termination shall not constitute Good Reason for termination hereunder and the Executive terminates employment with a subsequent written notice to the Company after shall render such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company Notice of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the ExecutiveTermination null and void.

Good Reason Defined. For purposes of this Agreement, the Employee shall have “Good Reason” shall exist to terminate employment during the term of this Agreement only if, without the Executive’s express written consent, the Company: : (i) materially reduces or decreases the Executive’s Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date (or some subsequent higher level put into effect by the Board subsequent to the Effective Date), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, or (iv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s principal place of employment as of the Effective Date. Notwithstanding the above, Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the initial existence of the event or condition, the Company fails to cure such event pay or condition provide any amount or benefit that the Company is obligated to pay or provide under Section 4 above or Section 8, 9, or 10 below and the failure is not remedied within thirty (30) days after the Company receives written notice from the Employee of receiving such failure; or (ii) the Employee is assigned duties, responsibilities, or reporting relationships not contemplated by Section 3 above without the Employee’s initial consent, or the Employee’s duties or responsibilities or power or authority contemplated by Section 3 above are limited in any respect materially detrimental to the Employee, and in either case the situation is not remedied within thirty (30) days after the Company receives written notice from the Employee of the situation; or (iii) the Employee is removed from, or not elected or reelected to, the office, title or position of Chief Executive Officer of the Company, and BPI and the Affiliates do not have Good Cause for doing so; or (iv) BPI or an Affiliate relocates the Employee’s office outside of either BPI’s principal executive offices or the greater New York City metropolitan area without the Employee’s written consent (given in a personal rather than representative capacity) and the situation is not remedied within thirty (30) days after the Company receives written notice from the Employee of the situation; or (v) the Company, BPI or an Affiliate gives the Employee written notice, and in the Executive terminates employment with a subsequent manner set forth in paragraph 13(f) below, prior to any Extension Effective Date, that the term of this Agreement that is in effect at the time such written notice is given is not to be extended or further extended, as the case may be; provided that the giving of such written notice to the Company after Employee shall constitute Good Reason only if and when the Employee shall have performed such thirty (30) day cure of the Employee’s duties and responsibilities for such period but within of time, in no event to exceed ninety (90) days after the giving of such notice, as the BPI CEO or the Board, may reasonably request in writing to transition the Employee’s duties and responsibilities; or (vi) a Change in Control occurs and as a result thereof either (A) equity securities of BPI cease to be publicly-traded, or (B) the Employee is not elected or designated to serve as the sole Chief Executive provides Officer of the initial written notice Company or its survivor in the Change in Control; or (vii) a Change in Control or Potential Change in Control occurs and (A) the dollar value of the stock optioned to the Company Employee annually thereafter is less than the average annual dollar value of the existence stock that was optioned to the Employee during the four (4) years prior to the Change in Control or Potential Change in Control, or (B) the material terms of such event options (including without limitation vesting schedules) are less favorable to the Employee than the material terms of the options that were granted to the Employee during the four (4) years prior to the Change in Control or condition. If requested by Potential Change in Control, and in either case (A) or (B) the Company, the Executive shall continue to work exclusively for the Company during such situation is not remedied within thirty (30) day cure period; provideddays after the Company receives written notice from the Employee of the situation. For purposes of (A) and (B) of this subparagraph 5(d)(vii), howeverif free-standing stock appreciation rights are granted to the Employee, the Company stock subject to such rights shall have be considered stock that is optioned to the rightEmployee, in and if alternative stock appreciation rights (a/k/a tandem stock appreciation rights) are granted to the Employee, the stock appreciation rights shall be considered terms of the options to which they are alternative/tandem; or (viii) the Company, BPI or a Permitted Assignee attempts to assign any of its sole discretion, to terminate rights or obligations under this Agreement at any time during such other than in accordance with paragraph 13(d) below and does not remedy the situation within thirty (30) day cure period upon days after the Company receives written notice from the Employee of the situation; or (ix) the Company, BPI or any Subsidiary or Affiliate materially breaches the terms of this Agreement. In no event shall the Employee’s continued employment after any of the foregoing constitute the Employee’s consent to the Executiveact or omission in question, or a waiver of the Employee’s right to terminate employment for Good Reason hereunder on account of such act or omission, except as provided in the following sentence. With respect to any act, omission, or occurrence that is alleged to occur after the Commencement Date and prior to a Change in Control or Potential Change in Control, the Employee must provide the Company with written notice of any one (1) or more of the conditions set forth in this definition of Good Reason within six (6) months of the initial existence of the condition for such condition to constitute Good Reason. Such notice shall not excuse the Employee from continuing to perform the duties and responsibilities assigned to the Employee until such time as the Employee terminates employment. Notwithstanding the foregoing, this notice requirement shall not apply to acts or omissions alleged to constitute Good Reason that arise after a Change in Control or Potential Change in Control.

Good Reason Defined. For purposes of this Agreement, the Employee shall have “Good Reason” shall exist to terminate employment during the term of this Agreement only if, without the Executive’s express written consent, the Company: : (i) materially reduces or decreases the Executive’s Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date (or some subsequent higher level put into effect by the Board subsequent to the Effective Date), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, or (iv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s principal place of employment as of the Effective Date. Notwithstanding the above, Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the initial existence of the event or condition, the Company fails to cure such event pay or condition provide any amount or benefit that the Company is obligated to pay or provide under Section 4 above or Section 8, 9, or 10 below and the failure is not remedied within thirty (30) days after the Company receives written notice from the Employee of receiving such failure; or (ii) the Employee is assigned duties, responsibilities, or reporting relationships not contemplated by Section 3 above without the Employee’s initial noticeconsent, or the Employee’s duties or responsibilities or power or authority contemplated by Section 3 above are limited in any respect materially detrimental to the Employee, and in either case the situation is not remedied within thirty (30) days after the Company receives written notice from the Employee of the situation; or (iii) the Employee is removed from, or not elected or reelected to, the office, title or position of Executive Vice President and Chief Financial Officer of the Company or Executive Vice President and Chief Financial Officer of BLI, and the Executive terminates employment with Company and the Affiliates do not have Good Cause for doing so; or (iv) the Company relocates the Employee’s office outside of either the Company’s principal executive offices or the greater New York City metropolitan area without the Employee’s written consent (given in a subsequent personal rather than representative capacity) and the situation is not remedied within thirty (30) days after the Company receives written notice from the Employee of the situation; or (v) the Company gives the Employee written notice, in the manner set forth in paragraph 13(f) below, prior to any Extension Effective Date, that the term of this Agreement that is in effect at the time such written notice is given is not to be extended or further extended, as the case may be; provided that the giving of such written notice to the Company after Employee shall constitute Good Reason only if and when the Employee shall have performed such thirty (30) day cure of the Employee’s duties and responsibilities for such period but within of time, in no event to exceed ninety (90) days after the giving of such notice, as the CEO or the Board, may reasonably request in writing to transition the Employee’s duties and responsibilities; or (vi) a Change in Control occurs and as a result thereof either (A) equity securities of the Company cease to be publicly-traded, or (B) the Employee is not elected or designated to serve as the sole Executive provides Vice President and Chief Financial Officer of the initial written notice Company or its survivor in the Change in Control and sole Executive Vice President and Chief Financial Officer of BLI or its survivor in the Change in Control; or (vii) a Change in Control or Potential Change in Control occurs and (A) the dollar value of the stock optioned to the Company Employee annually thereafter is less than the average annual dollar value of the existence stock that was optioned to the Employee during the four (4) years prior to the Change in Control or Potential Change in Control, or (B) the material terms of such event options (including without limitation vesting schedules) are less favorable to the Employee than the material terms of the options that were granted to the Employee during the four (4) years prior to the Change in Control or condition. If requested by Potential Change in Control, and in either case (A) or (B) the Company, the Executive shall continue to work exclusively for the Company during such situation is not remedied within thirty (30) day cure period; provideddays after the Company receives written notice from the Employee of the situation. For purposes of (A) and (B) of this subparagraph 5(d)(vii), howeverif free-standing stock appreciation rights are granted to the Employee, the stock subject to such rights shall be considered stock that is optioned to the Employee, and if alternative stock appreciation rights (a/k/a tandem stock appreciation rights) are granted to the Employee, the stock appreciation rights shall be considered terms of the options to which they are alternative/tandem; or (viii) the Company shall have the right, in or a Permitted Assignee attempts to assign any of its sole discretion, to terminate rights or obligations under this Agreement at any time during such other than in accordance with paragraph 13(d) below and does not remedy the situation within thirty (30) day cure period upon days after the Company receives written notice from the Employee of the situation; or (ix) the Company or any Subsidiary or Affiliate materially breaches the terms of this Agreement. In no event shall the Employee’s continued employment after any of the foregoing constitute the Employee’s consent to the Executiveact or omission in question, or a waiver of the Employee’s right to terminate employment for Good Reason hereunder on account of such act or omission, except as provided in the following sentence. With respect to any act, omission, or occurrence that is alleged to occur after the Commencement Date and prior to a Change in Control or Potential Change in Control, the Employee must provide the Company with written notice of any one (1) or more of the conditions set forth in this definition of Good Reason within six (6) months of the initial existence of the condition for such condition to constitute Good Reason. Such notice shall not excuse the Employee from continuing to perform the duties and responsibilities assigned to the Employee until such time as the Employee terminates employment. Notwithstanding the foregoing, this notice requirement shall not apply to acts or omissions alleged to constitute Good Reason that arise after a Change in Control or Potential Change in Control.

Good Reason Defined. For purposes of this Agreement, “Good Reason” shall exist if, without the Executive’s express written consent, the Company: (i) materially reduces or decreases the Executive’s Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date (or some subsequent higher level put into effect by the Board subsequent to the Effective Date), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, (iv) hires an executive senior to the Executive; or (ivv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s principal place of employment as of the Effective Date. Notwithstanding the above, Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to the Position or his her employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the initial existence of the event or conditioncondition and, upon receipt of such notice, the Company fails to cure such event or condition within has a period of at least thirty (30) days of receiving during which to cure the Employee’s initial notice, and the Executive terminates employment with a subsequent written notice to the Company after such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the Executive.

Good Reason Defined. For purposes of this Agreement, “Good Reason” shall exist if, without the Executive’s express written consent, the Company: (i) materially reduces or decreases the Executive’s Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date (or some subsequent higher level put into effect by the Board subsequent to the Effective Date), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, (iv) hires an executive senior to the Executive; or (ivv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s principal place of employment as of the Effective Date. Notwithstanding the above, Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the initial existence of the event or conditioncondition and, upon receipt of such notice, the Company fails to cure such event or condition within has a period of at least thirty (30) days of receiving during which to cure the Employee’s initial notice, and the Executive terminates employment with a subsequent written notice to the Company after such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the Executive.