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

Termination by the Employee for Good Reason. The Employee shall have the right to terminate the Employment Period for Good Reason (as hereinafter defined), provided, that, not later than sixty (60) days following the occurrence of the event giving rise to the alleged "Good Reason," the Employee shall have given the Corporation written notice of the Employee's decision to terminate his employment (specifying the alleged "Good Reason" in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same within thirty (30) thirty days after receipt of such notice, or, if cure cannot be fully accomplished within thirty (30) days, the Corporation shall not have commenced cure within thirty (30) days after receipt of such notice and cured the alleged "Good Reason" as soon as possible thereafter. Notwithstanding the foregoing, if the event giving rise to "Good Reason" is the occurrence of a Change of Control, the Employee shall, at any time on or following the occurrence of the Change of Control, be entitled to terminate his employment for Good Reason upon written notice to the Corporation. In the event that the Employment Period is terminated by the Employee for Good Reason, the Employee shall be entitled to, and his sole remedies shall be, the same benefits provided for in Section 7(d) hereof plus, in the event a Change of Control has occurred, those benefits described in Section 12(b) below. "Good Reason" shall mean (i) the assignment to the Employee of duties inconsistent with, or the diminution of, the Employee's positions, titles, offices, duties, responsibilities or status from those set forth in Section 2 hereof, or a change without good cause in the Employee's reporting responsibilities, (ii) a reduction in the Employee's Salary or the Guaranteed Portion of the 1999 Bonus, (iii) a material reduction in the Employee's benefits or perquisites (other than a reduction pursuant to the last sentence of Section 5 hereof); (iv) a requirement that Employee change his place of principal employment to a location other than the metropolitan New York area; or (v) the occurrence of a Change of Control.

Termination by the Employee for Good Reason. The Employee shall have the right to may terminate the Employment Period his employment for Good Reason (as hereinafter defined), provided, that, not later than sixty (60) days following the occurrence of the event giving rise to the alleged "Good Reason," the Employee shall have given the Corporation written notice of the Employee's decision to terminate his employment (specifying the alleged "Good Reason" in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same within thirty (30) thirty days after receipt of such notice, or, if cure cannot be fully accomplished within upon thirty (30) days, the Corporation shall not have commenced cure within thirty (30) days after receipt of such notice and cured the alleged "Good Reason" as soon as possible thereafter. Notwithstanding the foregoing, if the event giving rise to "Good Reason" is the occurrence of a Change of Control, the Employee shall, at any time on or following the occurrence of the Change of Control, be entitled to terminate his employment for Good Reason upon ' written notice to the Corporation. In the event that the Employment Period is terminated by the Employee for Good Reason, the Employee shall be entitled to, and his sole remedies shall be, the same benefits provided for in Section 7(d) hereof plus, in the event a Change of Control has occurred, those benefits described in Section 12(b) belowCompany. "Good Reason" shall mean a termination of employment by the Employee following, without the Employee's express prior written consent: (i) the assignment to the Employee of duties inconsistent with, or the any material diminution of, the Employee's positions, titles, offices, duties, responsibilities or status from those set forth in Section 2 hereof, or a change without good cause in the Employee's duties, status, offices, reporting responsibilitiesrequirements, or job title, except in connection with termination of the Employee's employment for Cause as provided in Section 6.3 or death or disability as provided in Sections 6.1 and 6.2 provided that the Employee has given the Company written notice of the alleged basis for Good Reason and such basis remains uncured after twenty (20) day following the Company's receipt of the notice; (ii) a reduction in the failure of the Company timely to pay the Employee's Salary salary, bonus or benefits due the Guaranteed Portion Employee or any material breach by the Company of this Agreement, provided that the Employee has given the Company written notice of the 1999 Bonus, alleged basis for Good Reason and such basis remains uncured after twenty (20) day following the Company's receipt of the notice; (iii) any change in the Company's pay plan or employment agreement with the Employee that results in a material reduction in diminution of the Employee's benefits annual Base Salary or perquisites eligible Bonus amounts provided that the Employee has given the Company written notice of the alleged basis for Good Reason and such basis remains uncured after twenty (other than a reduction pursuant to 20) day following the last sentence Company's receipt of Section 5 hereof)the notice; (iv) a requirement that Employee change his place of principal employment notice by the Company to a location other than the metropolitan New York area; not renew this Agreement pursuant to Section 2, or (v) the occurrence failure of a Change the Company to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement. Employee must provide notice of Controltermination for Good Reason within thirty (30) days of the date Employee becomes aware of grounds for such termination.

Termination by the Employee for Good Reason. The Employee shall have the right to may terminate the Employment Period for Good Reason (as hereinafter defined), provided, that, not later than sixty (60) days following the occurrence of the event giving rise to the alleged "Good Reason," the Employee shall have given the Corporation written notice of the Employee's decision to terminate his ’s employment (specifying the alleged "Good Reason" in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same within thirty (30) thirty days after receipt of such notice, or, if cure cannot be fully accomplished within thirty (30) days, the Corporation shall not have commenced cure within thirty (30) days after receipt of such notice and cured the alleged "Good Reason" as soon as possible thereafter. Notwithstanding the foregoing, if the event giving rise to "Good Reason" is the occurrence of a Change of Control, the Employee shall, at any time on or following the occurrence of the Change of Control, be entitled to terminate his employment for Good Reason upon by providing written notice to the CorporationCompany of a breach constituting Good Reason. In the event that the Employment Period is terminated “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled toto receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and his sole remedies shall benot be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes ​ ​ ​ ​ “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the same benefits provided for in Section 7(d) hereof plus, in act or failure to act that the event a Change of Control has occurred, those benefits described in Section 12(b) below. "Employee believes to constitute “Good Reason" shall mean ” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (iB) the assignment Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee of duties inconsistent with, or under this Section 4(e) had the diminution of, the Employee's positions, titles, offices, duties, responsibilities or status from those set forth in Section 2 hereof, or a change without good cause in the Employee's reporting responsibilities, (ii) a reduction in the Employee's Salary or the Guaranteed Portion of the 1999 Bonus, (iii) a material reduction in the Employee's benefits or perquisites (other than a reduction pursuant to the last sentence of Section 5 hereof); (iv) a requirement that Employee change his place of principal employment to a location other than the metropolitan New York area; or (v) the occurrence of a Change of Controlresigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee shall have the right to may terminate the Employment Period for Good Reason (as hereinafter defined), provided, that, not later than sixty (60) days following the occurrence of the event giving rise to the alleged "Good Reason," the Employee shall have given the Corporation written notice of the Employee's decision to terminate his ’s employment (specifying the alleged "Good Reason" in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same within thirty (30) thirty days after receipt of such notice, or, if cure cannot be fully accomplished within thirty (30) days, the Corporation shall not have commenced cure within thirty (30) days after receipt of such notice and cured the alleged "Good Reason" as soon as possible thereafter. Notwithstanding the foregoing, if the event giving rise to "Good Reason" is the occurrence of a Change of Control, the Employee shall, at any time on or following the occurrence of the Change of Control, be entitled to terminate his employment for Good Reason upon by providing written notice to the CorporationCompany of a breach constituting Good Reason. In the event that the Employment Period is terminated “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) reassignment of the Employee to a primary work location that is more than 50 miles from Garden City, New York, but only if the Company, in such instance, does not permit Employee to work remotely; (ii) any material failure by the Company to comply with any material term of this Agreement; (iii) the sustained demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled toto receive the same payments and benefits on the same terms and conditions (including satisfaction of the provisions of Section 4(g)) as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and his sole remedies shall benot be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that the Employee believes constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the same benefits provided for in Section 7(d) hereof plus, in act or failure to act that the event a Change of Control has occurred, those benefits described in Section 12(b) below. "Employee believes to constitute “Good Reason" shall mean ” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (iB) the assignment Company, within 30 days after its receipt of such notice, fails or refuses to cure the act(s) or failure(s) that the Employee claims to be Good Reason (the “Cure Period”), and (C) the Employee actually resigns from the employ of the Company on or before that date that is 30 days after the Cure Period ends with the Company not having cured the act or failure that the Employee claims to be Good Reason. If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee of duties inconsistent with, or under this Section 4(e) had the diminution of, the Employee's positions, titles, offices, duties, responsibilities or status from those set forth in Section 2 hereof, or a change without good cause in the Employee's reporting responsibilities, (ii) a reduction in the Employee's Salary or the Guaranteed Portion of the 1999 Bonus, (iii) a material reduction in the Employee's benefits or perquisites (other than a reduction pursuant to the last sentence of Section 5 hereof); (iv) a requirement that Employee change his place of principal employment to a location other than the metropolitan New York area; or (v) the occurrence of a Change of Controlresigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee shall have the right to may terminate the Employment Period for Good Reason (as hereinafter defined), provided, that, not later than sixty (60) days following the occurrence of the event giving rise to the alleged "Good Reason," the Employee shall have given the Corporation written notice of the Employee's decision to terminate his ’s employment (specifying the alleged "Good Reason" in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same within thirty (30) thirty days after receipt of such notice, or, if cure cannot be fully accomplished within thirty (30) days, the Corporation shall not have commenced cure within thirty (30) days after receipt of such notice and cured the alleged "Good Reason" as soon as possible thereafter. Notwithstanding the foregoing, if the event giving rise to "Good Reason" is the occurrence of a Change of Control, the Employee shall, at any time on or following the occurrence of the Change of Control, be entitled to terminate his employment for Good Reason upon by providing written notice to the CorporationCompany of a breach constituting Good Reason. In the event that the Employment Period is terminated “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled toto receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and his sole remedies shall benot be considered to have done so for any purpose of this Agreement, the same benefits provided for in Section 7(d) hereof plus, in the event a Change of Control has occurred, those benefits described in Section 12(b) below. "Good Reason" shall mean unless (iA) the assignment to Employee, within 60 days after the Employee of duties inconsistent with, or the diminution of, the Employee's positions, titles, offices, duties, responsibilities or status from those set forth in Section 2 hereof, or a change without good cause in the Employee's reporting responsibilities, (ii) a reduction in the Employee's Salary or the Guaranteed Portion initial existence of the 1999 Bonus, (iii) a material reduction in act or failure to act by the Employee's benefits or perquisites (other than a reduction pursuant to the last sentence of Section 5 hereof); (iv) a requirement Company that Employee change his place of principal employment to a location other than the metropolitan New York area; or (v) the occurrence of a Change of Control.constitutes

Termination by the Employee for Good Reason. (a) The Employee shall have the right to may voluntarily terminate his employment (and the Employment Period Period) at any time upon prior written notice to the Company for Good Reason (as hereinafter defineddefined in Section 4.4(c)) as provided in Section 4.4(c) below. The Employee’s written notice shall indicate that he is terminating his employment for Good Reason and shall provide a detailed description of the reasons for such termination for Good Reason. In the event the Employee does not indicate that he is terminating his employment for Good Reason (including a detailed description of the reasons therefor), provided, that, not later than sixty he shall be deemed to have terminated his employment without Good Reason in accordance with Section 4.7. (60b) days following the occurrence of In the event giving rise the Employee’s employment is terminated pursuant to the alleged "Good Reason," this Section 4.4, the Employee shall have given be entitled to receive (i) the Corporation written notice of the Employee's decision to terminate his employment (specifying the alleged "Good Reason" Accrued Amounts, which shall be payable in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same a lump sum within thirty (30) thirty days of any such termination, and (ii) subject to satisfying the requirements of Section 4.5 below, the Severance Benefits. (c) For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without the Employee’s consent: (i) a reduction in the Employee’s Base Salary or a reduction in the Employee’s Annual Target Bonus opportunity, (ii) the relocation of the office to which the Employee is primarily assigned and expected to report to a location that is outside the Houston, Texas metropolitan area as provided in Section 1.4 (exclusive of travel incidental to the Employee’s performance of his duties hereunder), (iii) any diminution in Employee’s authorities, duties or responsibilities or (iv) any material breach by the Company of the obligations imposed upon the Company under the terms of this Agreement, and the Company shall fail to cure such breach or default within fifteen (15) days after receipt written notice of such notice, or, if cure canbreach or default is given by the Employee. Notwithstanding the foregoing definition of “Good Reason,” any assertion by the Employee of Good Reason shall not be fully accomplished effective unless all of the following conditions are satisfied: (i) the condition described above giving rise to Good Reason must have arisen without the Employee’s written consent; (ii) the Employee must provide written notice to the Company of such condition within thirty twenty (3020) days, days of the Corporation shall not have commenced cure within thirty Employee’s discovery of the initial existence of condition; (30iii) the condition specified in such notice must remain uncorrected for fifteen (15) days after receipt of such notice and cured the alleged "Good Reason" as soon as possible thereafter. Notwithstanding the foregoing, if the event giving rise to "Good Reason" is the occurrence of a Change of Control, the Employee shall, at any time on or following the occurrence of the Change of Control, be entitled to terminate his employment for Good Reason upon written notice to the Corporation. In the event that the Employment Period is terminated by the Employee for Good Reason, the Employee shall be entitled to, Company; and his sole remedies shall be, the same benefits provided for in Section 7(d) hereof plus, in the event a Change of Control has occurred, those benefits described in Section 12(b) below. "Good Reason" shall mean (i) the assignment to the Employee of duties inconsistent with, or the diminution of, the Employee's positions, titles, offices, duties, responsibilities or status from those set forth in Section 2 hereof, or a change without good cause in the Employee's reporting responsibilities, (ii) a reduction in the Employee's Salary or the Guaranteed Portion of the 1999 Bonus, (iii) a material reduction in the Employee's benefits or perquisites (other than a reduction pursuant to the last sentence of Section 5 hereof); (iv) a requirement that Employee change his place the date of principal the Employee’s termination of employment to a location other than because of the metropolitan New York area; or condition as specified in such notice must occur within ninety (v90) days after the occurrence Employee’s discovery of a Change of Controlthe condition as specified in such notice.

Termination by the Employee for Good Reason. The Employee shall have the right to may terminate the Employment Period this Agreement for Good Reason good reason upon ninety (as hereinafter defined), provided, that, not later than sixty (6090) days following the occurrence of the event giving rise to the alleged "Good Reason," the Employee shall have given the Corporation written notice of the Employee's decision to terminate his employment (specifying the alleged "Good Reason" in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same within thirty (30) thirty days after receipt of such notice, or, if cure cannot be fully accomplished within thirty (30) days, the Corporation shall not have commenced cure within thirty (30) days after receipt of such notice and cured the alleged "Good Reason" as soon as possible thereafter. Notwithstanding the foregoing, if the event giving rise to "Good Reason" is the occurrence of a Change of Control, the Employee shall, at any time on or following the occurrence of the Change of Control, be entitled to terminate his employment for Good Reason upon written notice to the CorporationCompany setting forth with specificity the grounds for termination upon the occurrence of any of the following: (a) the failure of the Company to observe or comply with any of its material obligations under this Agreement, if such failure has not been cured within 30 days after written notice thereof has been given by the Employee to the Company; (b) the dissolution of the Company; or (c) any merger in which the Company is not the surviving corporation and in which the stockholders of the Company own less than 50% of the voting securities of the merged entity upon the effectiveness of the merger, or any consolidation, sale of substantially all of the assets of the Company or change of control of the Company, provided the Employee has not approved the transaction by voting for it either as a director or shareholder. For purposes of clause (a) a material breach by the Company shall include a material change in the reporting responsibilities of the Employee such that the Employee is no longer effectively serving as the President and Chief Executive Officer of the Company, a material reduction in benefits or other perquisites of office such that the Employee is not receiving the benefits set forth herein or the benefits and other perquisites generally granted for executive positions within the Company. For purposes of clause (c) above, a "change of control" shall be presumed to have occurred if within any 12-month period a single person or entity, or related group of persons or entities, acquires 50% or more of the outstanding voting stock of the Company. In the event that of a termination for good reason under this Section, the Employment Period is terminated by Company shall pay the Employee for Good Reason, the Employee shall be entitled to, and his sole remedies shall be, the same benefits provided for in Section 7(d) hereof plus, in the event a Change of Control has occurred, those benefits described in Section 12(b) below. "Good Reason" shall mean (i) his base salary as then in effect under Section 3.1 through the assignment date of termination, (ii) any incentive compensation awarded to the Employee of duties inconsistent withunder the Incentive Compensation Plan, or but not yet paid, and (iii) the diminution of, the Employee's positions, titles, offices, duties, responsibilities or status from those severance benefit set forth in Section 2 hereof, or a change without good cause in the Employee's reporting responsibilities, (ii) a reduction in the Employee's Salary or the Guaranteed Portion of the 1999 Bonus, (iii) a material reduction in the Employee's benefits or perquisites (other than a reduction pursuant to the last sentence of Section 5 hereof); (iv) a requirement that Employee change his place of principal employment to a location other than the metropolitan New York area; or (v) the occurrence of a Change of Control4.2.

Termination by the Employee for Good Reason. The Employee shall have the right to may terminate the Employment Period this Agreement for Good Reason good reason upon ninety (as hereinafter defined), provided, that, not later than sixty (6090) days following the occurrence of the event giving rise to the alleged "Good Reason," the Employee shall have given the Corporation written notice of the Employee's decision to terminate his employment (specifying the alleged "Good Reason" in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same within thirty (30) thirty days after receipt of such notice, or, if cure cannot be fully accomplished within thirty (30) days, the Corporation shall not have commenced cure within thirty (30) days after receipt of such notice and cured the alleged "Good Reason" as soon as possible thereafter. Notwithstanding the foregoing, if the event giving rise to "Good Reason" is the occurrence of a Change of Control, the Employee shall, at any time on or following the occurrence of the Change of Control, be entitled to terminate his employment for Good Reason upon written notice to the CorporationCompany setting forth with specificity the grounds for termination upon the occurrence of any of the following: (a) the failure of the Company to observe or comply with any of its material obligations under this Agreement, if such failure has not been cured within 30 days after written notice thereof has been given by the Employee to the Company; (b) the dissolution of the Company; or (c) any merger in which the Company is not the surviving corporation and in which the stockholders of the Company own less than 50% of the voting securities of the merged entity upon the effectiveness of the merger, or any consolidation, sale of substantially all of the assets of the Company or change of control of the Company, provided the Employee has not approved the transaction by voting for it either as a director or shareholder. For purposes of clause (a) a material breach by the Company shall include a material change in the reporting responsibilities of the Employee such that the Employee is no longer effectively serving as the Chief Financial Officer of the Company, a material reduction in benefits or other perquisites of office such that the Employee is not receiving the benefits set forth herein or the benefits and other perquisites generally granted for executive positions within the Company. For purposes of clause (c) above, a "change of control" shall be presumed to have occurred if within any 12-month period a single person or entity, or related group of persons or entities, acquires 50% or more of the outstanding voting stock of the Company. In the event that of a termination for good reason under this Section, the Employment Period is terminated by Company shall pay the Employee for Good Reason, the Employee shall be entitled to, and his sole remedies shall be, the same benefits provided for in Section 7(d) hereof plus, in the event a Change of Control has occurred, those benefits described in Section 12(b) below. "Good Reason" shall mean (i) his base salary as then in effect under Section 3.1 through the assignment date of termination, (ii) any incentive compensation awarded to the Employee of duties inconsistent withunder the Incentive Compensation Plan, or but not yet paid, and (iii) the diminution of, the Employee's positions, titles, offices, duties, responsibilities or status from those severance benefit set forth in Section 2 hereof, or a change without good cause in the Employee's reporting responsibilities, (ii) a reduction in the Employee's Salary or the Guaranteed Portion of the 1999 Bonus, (iii) a material reduction in the Employee's benefits or perquisites (other than a reduction pursuant to the last sentence of Section 5 hereof); (iv) a requirement that Employee change his place of principal employment to a location other than the metropolitan New York area; or (v) the occurrence of a Change of Control4.2.

Termination by the Employee for Good Reason. The Employee shall have the right to terminate the Employment Period this Agreement for Good Reason (as hereinafter defineddefined below), providedat any time during the Employment Period. Termination for “Good Reason” shall mean, thatduring the Employment Period, not later (i) Employer’s assignment to the Employee, without his consent, of any duties other than sixty (60those contemplated by Section 1(b) days following the occurrence hereof, or any limitation of the event giving rise powers of the Employee in any respect not contemplated by Section 1(b) hereof, (ii) removal of the Employee from or any failure to re-elect the Employee to the alleged "Good Reason," positions indicated in Section 1(b) hereof, (iii) any reduction in the Employee’s Salary, Bonuses, Equity Incentives, Vacations, Other Benefits or Expenses effected without the agreement of the Employee shall have given or as otherwise permitted by this Agreement, (iv) Employer’s requirement for Employee to permanently carry on his Duties and Responsibilities in any location other than the Corporation written notice Washington, DC area, (v) Employer’s requirement for Employee to perform acts that constitute fraud, dishonestly or violation of the Employee's decision codes of professional ethics or conduct (as defined by the American Institute of Certified Public Accountants (AICPA)), (vi) a material failure on the part of Employer to terminate his employment (specifying the alleged "Good Reason" in reasonable detail) andperform its obligations hereunder, if it which failure is possible to cure, the Corporation shall not have cured the same within thirty (30) thirty days after receipt of such notice, or, if cure cannot be fully accomplished within thirty (30) days, the Corporation shall not have commenced cure remedied within thirty (30) days after receipt written notice thereof is furnished by Employee to Company, (vii) any failures by the Employer to comply with Sections 1, 11 or 18 of such notice and cured the alleged "Good Reason" as soon as possible thereafter. Notwithstanding the foregoingthis Agreement, if the event giving rise to "Good Reason" is the occurrence of a Change of Control, the Employee shall, at any time on or following the occurrence (viii) failure of the Change Employer to maintain Directors and Officers liability insurance, with a minimum coverage of Control, be entitled to terminate his employment for Good Reason upon written notice to the Corporation. In the event that three (3) million dollars throughout the Employment Period is terminated Term. Any termination by the Employee for Good Reason pursuant to this Section shall be given to the Employer in writing and shall set forth in detail all acts or omissions upon which the Employee is relying to terminate his Employment for Good Reason. If the Employee terminates his Employment for Good Reason, as defined in this Section 3(d) the Employee shall be entitled toto receive his accrued and unpaid Salary, bonus and his sole remedies shall be, other benefits through the same benefits provided for termination date and receive Severance Payments as defined in Section 7(d3(c) hereof plus, in the event a Change of Control has occurred, those benefits described in Section 12(b) below. "Good Reason" shall mean (i) the assignment to the Employee of duties inconsistent with, or the diminution of, the Employee's positions, titles, offices, duties, responsibilities or status from those set forth in Section 2 hereof, or a change without good cause in the Employee's reporting responsibilities, (ii) a reduction in the Employee's Salary or the Guaranteed Portion of the 1999 Bonus, (iii) a material reduction in the Employee's benefits or perquisites (other than a reduction pursuant to the last sentence of Section 5 hereof); (iv) a requirement that Employee change his place of principal employment to a location other than the metropolitan New York area; or (v) the occurrence of a Change of Controlabove.

Termination by the Employee for Good Reason. (a) The Employee shall have the right to may voluntarily terminate his employment (and the Employment Period Period) at any time upon prior written notice to the Company for Good Reason (as hereinafter defineddefined in Section 4.4(c)) as provided in Section 4.4(c) below. The Employee’s written notice shall indicate that he is terminating his employment for Good Reason and shall provide a detailed description of the reasons for such termination for Good Reason. In the event the Employee does not indicate that he is terminating his employment for Good Reason (including a detailed description of the reasons therefor), provided, that, not later than sixty he shall be deemed to have terminated his employment without Good Reason in accordance with Section 4.7. (60b) days following the occurrence of In the event giving rise the Employee’s employment is terminated pursuant to the alleged "Good Reason," this Section 4.4, the Employee shall have given be entitled to receive (i) the Corporation written notice of the Employee's decision to terminate his employment (specifying the alleged "Good Reason" Accrued Amounts, which shall be payable in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same a lump sum within thirty (30) thirty days of any such termination, and (ii) subject to satisfying the requirements of Section 4.5 below, the Severance Benefits. (c) For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without the Employee’s consent: (i) a reduction in the Employee’s Base Salary or a reduction in the Employee’s Annual Target Bonus opportunity, (ii) the relocation of the office to which the Employee is primarily assigned and expected to report to a location that is outside the Midland, Texas area as provided in Section 1.4 (exclusive of travel incidental to the Employee’s performance of his duties hereunder); (iii) any diminution in Employee’s authorities, duties or responsibilities or (iv) any material breach by the Company of the obligations imposed upon the Company under the terms of this Agreement, and the Company shall fail to cure such breach or default within fifteen (15) days after receipt written notice of such notice, or, if cure canbreach or default is given by the Employee. Notwithstanding the foregoing definition of “Good Reason,” any assertion by the Employee of Good Reason shall not be fully accomplished effective unless all of the following conditions are satisfied: (i) the condition described above giving rise to Good Reason must have arisen without the Employee’s written consent; (ii) the Employee must provide written notice to the Company of such condition within thirty twenty (3020) days, days of the Corporation shall not have commenced cure within thirty Employee’s discovery of the initial existence of condition; (30iii) the condition specified in such notice must remain uncorrected for fifteen (15) days after receipt of such notice and cured the alleged "Good Reason" as soon as possible thereafter. Notwithstanding the foregoing, if the event giving rise to "Good Reason" is the occurrence of a Change of Control, the Employee shall, at any time on or following the occurrence of the Change of Control, be entitled to terminate his employment for Good Reason upon written notice to the Corporation. In the event that the Employment Period is terminated by the Employee for Good Reason, the Employee shall be entitled to, Company; and his sole remedies shall be, the same benefits provided for in Section 7(d) hereof plus, in the event a Change of Control has occurred, those benefits described in Section 12(b) below. "Good Reason" shall mean (i) the assignment to the Employee of duties inconsistent with, or the diminution of, the Employee's positions, titles, offices, duties, responsibilities or status from those set forth in Section 2 hereof, or a change without good cause in the Employee's reporting responsibilities, (ii) a reduction in the Employee's Salary or the Guaranteed Portion of the 1999 Bonus, (iii) a material reduction in the Employee's benefits or perquisites (other than a reduction pursuant to the last sentence of Section 5 hereof); (iv) a requirement that Employee change his place the date of principal the Employee’s termination of employment to a location other than because of the metropolitan New York area; or condition as specified in such notice must occur within ninety (v90) days after the occurrence Employee’s discovery of a Change of Controlthe condition as specified in such notice.

Termination by the Employee for Good Reason. The Employee shall have the right to may terminate the Employment Period for Good Reason (as hereinafter defined), provided, that, not later than sixty (60) days following the occurrence of the event giving rise to the alleged "Good Reason," the Employee shall have given the Corporation written notice of the Employee's decision to terminate his her employment (specifying the alleged "Good Reason" in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same within thirty (30) thirty days after receipt of such notice, or, if cure cannot be fully accomplished within thirty (30) days, the Corporation shall not have commenced cure within thirty (30) days after receipt of such notice and cured the alleged "Good Reason" as soon as possible thereafter. Notwithstanding the foregoing, if the event giving rise to "Good Reason" is the occurrence of a Change of Control, the Employee shall, at any time on or following the occurrence of the Change of Control, be entitled to terminate his employment for Good Reason upon by providing written notice to the CorporationCompany of a breach constituting Good Reason. In the event that the Employment Period is terminated “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives; provided, however, that Good Reason shall not include a termination of the Employee’s employment pursuant to Section 4(b) or 4(c) hereof or, following a Change in Control, a reduction in title, position, responsibilities or duties solely by virtue of the Company being acquired and made part of a larger entity or operated as a subsidiary. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled toto receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and his sole remedies shall benot be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the same benefits provided for in Section 7(d) hereof plus, in act or failure to act that the event a Change of Control has occurred, those benefits described in Section 12(b) below. "Employee believes to constitute “Good Reason" shall mean ” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (iB) the assignment Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the Employee’s employment with the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned the Employee’s employment with the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee of duties inconsistent with, or under this Section 4(e) had the diminution of, the Employee's positions, titles, offices, duties, responsibilities or status from those set forth in Section 2 hereof, or a change without good cause in the Employee's reporting responsibilities, (ii) a reduction in the Employee's Salary or the Guaranteed Portion of the 1999 Bonus, (iii) a material reduction in the Employee's benefits or perquisites (other than a reduction pursuant to the last sentence of Section 5 hereof); (iv) a requirement that Employee change his place of principal employment to a location other than the metropolitan New York area; or (v) the occurrence of a Change of Controlresigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee shall have the right to terminate the Employment Period for Good Reason (as hereinafter defined)For purposes of this Agreement, provided, that, not later than sixty (60) days following the occurrence of the event giving rise to the alleged "Good Reason," the Employee shall have given the Corporation written notice of the Employee's decision to terminate his employment (specifying the alleged "Good Reason" in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same within thirty (30) thirty days after receipt of such notice, or, if cure cannot be fully accomplished within thirty (30) days, the Corporation shall not have commenced cure within thirty (30) days after receipt of such notice and cured the alleged "Good Reason" as soon as possible thereafter. Notwithstanding the foregoing, if the event giving rise to "Good Reason" is mean the occurrence of any of the following, without Employee's prior written consent: (A) a material change, adverse to Employee, in Employee's positions, titles, or offices, status, rank, nature of responsibilities, or authority within the Employer, except in connection with the termination of Employee's employment for Cause, Disability, Normal Retirement or Approved Early Retirement, as a result of Employee's death, or as a result of action by Employee, (B) an assignment of any duties to Employee which are inconsistent with his duties, status, rank, responsibilities, and authorities in effect prior to a Change of in Control, (C) a decrease in annual base salary or other material benefits provided under this Agreement, unless such benefits are replaced by substantially similar benefits of another provider, (D) any other failure by the Employee shallEmployer to perform any material obligation under, at or breach by the Employer of any material provision of this Agreement, provided however, the first two times the Employer defaults hereunder, the Employer shall be given notice of such default and not less than 30 days to correct the default, if correctable and the third time on and thereafter that the Employer defaults hereunder, Employer shall have no opportunity to correct the default, (E) any failure to secure the Agreement of any successor corporation or following other entity to the occurrence of Employer to fully assume the Change of ControlEmployer's obligations under this Agreement in a form reasonably acceptable to Employee, be entitled and (F) any attempt by the Employer to terminate his employment Employee for Good Reason upon written notice to Cause which does not result in a valid termination for Cause, except in the Corporationcase that valid grounds for termination for Cause exists but are corrected as permitted under Section 5(a)(ii). In the event that the Employment Period is terminated by the of such termination for Employee for "Good Reason", the Employee shall be entitled to, and his sole remedies shall be, to a payment in an amount equal to two times the same benefits provided for in Section 7(d) hereof plus, in current base salary plus the event a Change of Control has occurred, those benefits described in Section 12(b) below. "Good Reason" shall mean (i) the assignment to the Employee of duties inconsistent with, or the diminution of, the Employee's positions, titles, offices, duties, responsibilities or status from those set forth in Section 2 hereof, or a change without good cause in the Employee's reporting responsibilities, (ii) a reduction in the Employee's Salary or the Guaranteed Portion average of the 1999 Bonus, annual bonuses paid to Employee during the time he has been employed hereunder (iii) a material reduction in the Employee's benefits or perquisites (other than a reduction pursuant not to the last sentence of Section 5 hereofexceed three years); (iv) a requirement that Employee change his place of principal employment to a location other than the metropolitan New York area; or (v) the occurrence of a Change of Control.

Termination by the Employee for Good Reason. The Employee shall have may resign the right to terminate the Employment Period Employee’s position for Good Reason and, in such event, the Employee’s employment shall terminate. As used herein, “Good Reason” means a material negative change in the employment relationship without the Employee’s prior written consent, as evidenced by the occurrence of any of the following: (as hereinafter definedi) a material diminution in the Employee’s title, duties, responsibilities or authority; (ii) reduction of Employee’s base salary and benefits except for across-the-board changes for senior executives of the Company; (iii) exclusion from eligibility to participate in an executive benefit/compensation plan where similarly-situated executives are eligible to participate in such plan; (iv) a material change in the geographic location at which the Employee must perform Employee’s services unless otherwise mutually agreed; or (v) material breach of the Agreement by the Company. For purposes of this Agreement, a change in the Employee’s reporting structure or hierarchy shall not in and of itself be deemed Good Reason. For each event described above in this Section 1(e), provided, that, not later than sixty the Employee must notify the Company within ninety (6090) days following of the occurrence of the event giving rise to and the alleged "Good Reason," the Employee Company shall have given the Corporation written notice of the Employee's decision to terminate his employment (specifying the alleged "Good Reason" in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same within thirty (30) thirty days after receipt of such notice, or, if cure cannot be fully accomplished within thirty (30) days, the Corporation shall not have commenced cure within thirty (30) days after receipt of receiving such notice and cured in which to cure. If the alleged "Good Reason" as soon as possible thereafter. Notwithstanding the foregoing, if the event giving rise Company fails to "Good Reason" is the occurrence of a Change of Controlcure, the Employee shall, at any time on or following the occurrence of the Change of Control, Employee’s resignation shall not be entitled considered to terminate his employment be for Good Reason upon written notice to the Corporation. In the event that the Employment Period is terminated by unless the Employee for Good Reason, resigns not later than thirty (30) days after the expiration of the cure period. The Employee’s employment shall terminate on the date the Employee shall be entitled to, and his sole remedies shall be, the same benefits provided for in Section 7(d) hereof plus, in the event a Change of Control has occurred, those benefits described in Section 12(b) below. "Good Reason" shall mean (i) the assignment to the Employee of duties inconsistent with, or the diminution of, the Employee's positions, titles, offices, duties, responsibilities or status from those set forth in Section 2 hereof, or a change without good cause in the Employee's reporting responsibilities, (ii) a reduction in the Employee's Salary or the Guaranteed Portion of the 1999 Bonus, (iii) a material reduction in the Employee's benefits or perquisites (other than a reduction pursuant to the last sentence of Section 5 hereof); (iv) a requirement that Employee change his place of principal employment to a location other than the metropolitan New York area; or (v) the occurrence of a Change of Controlresigns.

Termination by the Employee for Good Reason. (a) The Employee shall have the right to may voluntarily terminate his employment (and the Employment Period Period) at any time upon prior written notice to the Company for Good Reason (as hereinafter defineddefined in Section 4.4(c)) as provided in Section 4.4(c) below. The Employee’s written notice shall indicate that he is terminating his employment for Good Reason and shall provide a detailed description of the reasons for such termination for Good Reason. In the event the Employee does not indicate that he is terminating his employment for Good Reason (including a detailed description of the reasons therefor), provided, that, not later than sixty he shall be deemed to have terminated his employment without Good Reason in accordance with Section 4.7. (60b) days following the occurrence of In the event giving rise the Employee’s employment is terminated pursuant to the alleged "Good Reason," this Section 4.4, the Employee shall have given be entitled to receive (i) the Corporation written notice of the Employee's decision to terminate his employment (specifying the alleged "Good Reason" Accrued Amounts, which shall be payable in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same a lump sum within thirty (30) thirty days of any such termination, and (ii) subject to satisfying the requirements of Section 4.5 below, the Severance Benefits. (c) For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without the Employee’s consent: (i) a reduction in the Employee’s Base Salary or a reduction in the Employee’s Annual Target Bonus opportunity, (ii) subject to the provisions of Section 1.4, the relocation of the office to which the Employee is primarily assigned and expected to report to a location that is outside the Midland, Texas area (exclusive of travel incidental to the Employee’s performance of his duties hereunder); or (iii) any material breach by the Company of the obligations imposed upon the Company under the terms of this Agreement, and the Company shall fail to cure such breach or default within fifteen (15) days after receipt written notice of such notice, or, if cure canbreach or default is given by the Employee. Notwithstanding the foregoing definition of “Good Reason,” any assertion by the Employee of Good Reason shall not be fully accomplished effective unless all of the following conditions are satisfied: (i) the condition described above giving rise to Good Reason must have arisen without the Employee’s written consent; (ii) the Employee must provide written notice to the Company of such condition within thirty twenty (3020) days, days of the Corporation shall not have commenced cure within thirty Employee’s discovery of the initial existence of condition; (30iii) the condition specified in such notice must remain uncorrected for fifteen (15) days after receipt of such notice and cured the alleged "Good Reason" as soon as possible thereafter. Notwithstanding the foregoing, if the event giving rise to "Good Reason" is the occurrence of a Change of Control, the Employee shall, at any time on or following the occurrence of the Change of Control, be entitled to terminate his employment for Good Reason upon written notice to the Corporation. In the event that the Employment Period is terminated by the Employee for Good Reason, the Employee shall be entitled to, Company; and his sole remedies shall be, the same benefits provided for in Section 7(d) hereof plus, in the event a Change of Control has occurred, those benefits described in Section 12(b) below. "Good Reason" shall mean (i) the assignment to the Employee of duties inconsistent with, or the diminution of, the Employee's positions, titles, offices, duties, responsibilities or status from those set forth in Section 2 hereof, or a change without good cause in the Employee's reporting responsibilities, (ii) a reduction in the Employee's Salary or the Guaranteed Portion of the 1999 Bonus, (iii) a material reduction in the Employee's benefits or perquisites (other than a reduction pursuant to the last sentence of Section 5 hereof); (iv) a requirement that Employee change his place the date of principal the Employee’s termination of employment to a location other than because of the metropolitan New York area; or condition as specified in such notice must occur within ninety (v90) days after the occurrence Employee’s discovery of a Change of Controlthe condition as specified in such notice.

Termination by the Employee for Good Reason. The Employee shall have the right to terminate the Employment Period for Good Reason (as hereinafter defined), provided, that, not later than sixty (60) days following the occurrence of the event giving rise to the alleged "Good Reason," the Employee shall have given the Corporation written notice of the Employee's decision to terminate his employment (specifying the alleged "Good Reason" in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same within thirty (30) thirty days after receipt of such notice, or, if cure cannot be fully accomplished within thirty (30) days, the Corporation shall not have commenced cure within thirty (30) days after receipt of such notice and cured the alleged "Good Reason" as soon as possible thereafter. Notwithstanding the foregoing, if the event giving rise to "Good Reason" is the occurrence of a Change of Control, the Employee shall, at any time on or following the occurrence of the Change of Control, be entitled to may terminate his employment for Good Reason upon written notice to the Corporation. In the event that the Employment Period is terminated by provided the Employee for resigns from all positions he holds at the Company or any subsidiary of the Company. For purposes of this Agreement, “Good Reason, the Employee shall be entitled to, and his sole remedies shall be, the same benefits provided for in Section 7(d) hereof plus, in the event a Change of Control has occurred, those benefits described in Section 12(b) below. "Good Reason" shall mean ” means: (i) the assignment to the Employee of duties inconsistent with, or the diminution of, the Employee's positions, titles, offices, duties, responsibilities or status from those set forth in Section 2 hereof, or a change without good cause in the Employee's reporting responsibilities, (ii) a reduction in the Employee's Salary or the Guaranteed Portion of the 1999 Bonus, (iii) a material reduction in the Employee's benefits or perquisites ’s Base Salary; (other than ii) removal of Employee from the Employer’s Board of Directors by the Employer except if such removal was for cause; (iii) the Employer shall have had a reduction pursuant to the last sentence of Section 5 hereofChange in Control (as defined below); (iv) Employee’s receipt of a requirement that Employee change his place termination notice from the Employer seeking to terminate the Employee’s employment in violation of principal employment to a location other than the metropolitan New York areaSection 4(d); or (v) the occurrence Employer’s material breach of this Agreement; provided that, within 90 days of the Employer’s act or omission giving rise to a resignation for Good Reason, the Employee notifies the Employer in a writing of the act or omission, the Employer fails to correct the act or omission within 30 days after receiving the Employee’s written notice (the “Cure Period”) and the Employee actually terminates his employment within 60 days after the date the Employer receives the Employee’s notice; provided further that there shall be no Cure Period for removal of Employee from the Board of Directors or a Change in Control. For the purposes of this Agreement a “Change in Control” shall mean any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of Employer, by contract or otherwise) of in excess of 50% of the voting securities of Employer, (b) Employer merges into or consolidates with any other person, or any person merges into or consolidates with Employer and, after giving effect to such transaction, the stockholders of Employer immediately prior to such transaction own less than 50% of the aggregate voting power of Employer or the successor entity of such transaction, (c) Employer sells or transfers all or substantially all of its assets to another person and the stockholders of Employer immediately prior to such transaction own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction, or (d) the Employer not nominating the Employee for reelection as a director.

Termination by the Employee for Good Reason. The Employee shall have the right to terminate the Employment Period for Good Reason (as hereinafter defined), provided, that, not later than sixty (60) days following the occurrence of the event giving rise to the alleged "Good Reason," the Employee shall have given the Corporation written notice of the Employee's decision to terminate his employment (specifying the alleged "Good Reason" in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same within thirty (30) thirty days after receipt of such notice, or, if cure cannot be fully accomplished within thirty (30) days, the Corporation shall not have commenced cure within thirty (30) days after receipt of such notice and cured the alleged "Good Reason" as soon as possible thereafter. Notwithstanding the foregoing, if the event giving rise to "Good Reason" is the occurrence of a Change of Control, the Employee shall, at any time on or following the occurrence of the Change of Control, be entitled to terminate his employment for Good Reason upon not less than sixty (60) days written notice to the Corporation. In the event that the Employment Period is terminated by the Employee for Good Reason, the Employee shall be entitled to, and his sole remedies shall be, the same benefits provided for in Section 7(d) hereof plus, in the event a Change of Control has occurred, those benefits described in Section 12(b) belowhereof. "Good Reason" shall mean (i) the assignment to the Employee of duties inconsistent with, or the diminution of, the Employee's positions, titles, offices, duties, responsibilities or status from those set forth in Section 2 hereof, or a change without good cause in the Employee's reporting responsibilities, (ii) a reduction in the Employee's Salary or the Guaranteed Portion of the 1999 Bonus, (iii) a material reduction in the Employee's benefits or perquisites (other than a reduction pursuant to the last sentence of Section 5 hereof); (iv) a requirement that Employee change his place of principal employment to a location other than the metropolitan New York area; or (v) the occurrence of a Change of Control.

Termination by the Employee for Good Reason. The Employee shall have the right to may terminate the Employment Period for Good Reason (as hereinafter defined), provided, that, not later than sixty (60) days following the occurrence of the event giving rise to the alleged "Good Reason," the Employee shall have given the Corporation written notice of the Employee's decision to terminate his her employment (specifying the alleged "Good Reason" in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same within thirty (30) thirty days after receipt of such notice, or, if cure cannot be fully accomplished within thirty (30) days, the Corporation shall not have commenced cure within thirty (30) days after receipt of such notice and cured the alleged "Good Reason" as soon as possible thereafter. Notwithstanding the foregoing, if the event giving rise to "Good Reason" is the occurrence of a Change of Control, the Employee shall, at any time on or following the occurrence of the Change of Control, be entitled to terminate his employment for Good Reason upon by providing written notice to the CorporationCompany of a breach constituting Good Reason. In the event that the Employment Period is terminated “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives; provided, however, that Good Reason shall not include a termination of the Employee’s employment pursuant to Section 4(b) or 4(c) hereof or, following a Change in Control, a reduction in title, position, responsibilities or duties solely by virtue of the Company being acquired and made part of a larger entity or operated as a subsidiary. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled toto receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and his sole remedies shall benot be considered to have done so for any purpose of this Agreement, unless (A) the same benefits provided for in Section 7(d) hereof plusEmployee, in within 60 days after the event a Change initial existence of Control has occurred, those benefits described in Section 12(b) below. "the act or failure to act by the Company that constitutes “Good Reason" shall mean (i) ” within the assignment to the Employee meaning of duties inconsistent with, or the diminution of, the Employee's positions, titles, offices, duties, responsibilities or status from those set forth in Section 2 hereof, or a change without good cause in the Employee's reporting responsibilities, (ii) a reduction in the Employee's Salary or the Guaranteed Portion of the 1999 Bonus, (iii) a material reduction in the Employee's benefits or perquisites (other than a reduction pursuant to the last sentence of Section 5 hereof); (iv) a requirement that Employee change his place of principal employment to a location other than the metropolitan New York area; or (v) the occurrence of a Change of Control.this

Termination by the Employee for Good Reason. The Employee shall have the right to may terminate the Employment Period for Good Reason (as hereinafter defined), provided, that, not later than sixty (60) days following the occurrence of the event giving rise to the alleged "Good Reason," the Employee shall have given the Corporation written notice of the Employee's decision to terminate his ’s employment (specifying the alleged "Good Reason" in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same within thirty (30) thirty days after receipt of such notice, or, if cure cannot be fully accomplished within thirty (30) days, the Corporation shall not have commenced cure within thirty (30) days after receipt of such notice and cured the alleged "Good Reason" as soon as possible thereafter. Notwithstanding the foregoing, if the event giving rise to "Good Reason" is the occurrence of a Change of Control, the Employee shall, at any time on or following the occurrence of the Change of Control, be entitled to terminate his employment for Good Reason upon by providing written notice to the CorporationCompany of a breach constituting Good Reason. In the event that the Employment Period is terminated “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) any material failure by the Company to comply with any material term of this Agreement; (ii) the sustained demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled toto receive the same payments and benefits on the same terms and conditions (including satisfaction of the provisions of Section 4(g)) as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and his sole remedies shall benot be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that the Employee believes constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the same benefits provided for in Section 7(d) hereof plus, in act or failure to act that the event a Change of Control has occurred, those benefits described in Section 12(b) below. "Employee believes to constitute “Good Reason" shall mean ” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (iB) the assignment Company, within 30 days after its receipt of such notice, fails or refuses to cure the act(s) or failure(s) that the Employee claims to be Good Reason (the “Cure Period”), and (C) the Employee actually resigns from the employ of the Company on or before that date that is 30 days after the Cure Period ends with the Company not having cured the act or failure that the Employee claims to be Good Reason. If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee of duties inconsistent with, or under this Section 4(e) had the diminution of, the Employee's positions, titles, offices, duties, responsibilities or status from those set forth in Section 2 hereof, or a change without good cause in the Employee's reporting responsibilities, (ii) a reduction in the Employee's Salary or the Guaranteed Portion of the 1999 Bonus, (iii) a material reduction in the Employee's benefits or perquisites (other than a reduction pursuant to the last sentence of Section 5 hereof); (iv) a requirement that Employee change his place of principal employment to a location other than the metropolitan New York area; or (v) the occurrence of a Change of Controlresigned with “Good Reason.”