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

Termination Without Cause; Termination for Good Reason. (a) The Company may terminate Employee’s employment hereunder at any time, for any reason or for no reason, without Cause, effective upon the date designated by the Company upon at least ninety (90) days prior written notice to the Employee. In addition, the Employee may voluntarily terminate his employment for Good Reason (as defined below) following at least ninety (90) days prior written notice to the Board. (b) If Employee’s employment is terminated pursuant to Section 5.4(a) at any time, then Employee shall be entitled to: (i) receive all accrued but unpaid (as of the Termination Date) Salary, Benefits and maximum target Bonus (as set forth in Section 4.2 of this Agreement) and (ii) the Company will continue to pay to the Employee in accordance with the Company’s regular payroll practices one hundred forty percent (140%) of his then current Salary in effect on the Termination Date during the twelve (12) month period immediately following the Termination Date, which upon a closing of an initial public offering of the Company’s securities prior to the Termination Date shall be increased to twenty four (24) months (as adjusted, the “Severance Period”), all subject to all tax withholding obligations, calculated on the basis of the Salary in effect at the Termination Date. The Company’s obligations to pay the amounts outlined in subsection (ii) of the first sentence of this Section 5.4(b) and in the immediately preceding sentence, as applicable, shall be contingent upon the Employee executing and not revoking a release of all claims pursuant to a Separation Agreement and Release substantially in the form attached hereto as Exhibit C. All Benefits and Bonuses shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to Employee, except that the Company shall pay for the healthcare benefits provided by the Company to the Employee as of the Termination Date during the Severance Period. Except as specifically set forth in this Section 5.4(b), the Company shall have no liability or obligation hereunder by reason of such termination. (c) For purposes of this Agreement, the term “Good Reason” shall mean the earliest to occur of any of the following events that are not consented to by the Employee: (i) any substantial and adverse alteration by the Company of the Employee’s functions, duties or responsibilities, or other material breach of this Agreement by Company, that is not remedied by the Company within thirty (30) days after receiving notice of such material alteration or breach; (ii) failure by the Company or its successor, within thirty days after a Change in Control to confirm Employee’s position as Chief Financial Officer of the Company or (iii) except as otherwise agreed in advance by the Employee, requiring the Employee to be principally based (excluding all travel to perform the Employee’s services hereunder) at any office or location the site of which would result in a commuting distance of greater than 50 miles from New York City, New York; provided, further, that the Employee’s consent to any event which would otherwise constitute “Good Reason” shall be conclusively presumed if the Employee does not exercise his rights hereunder within thirty (30) days of the event.

Termination Without Cause; Termination for Good Reason. (a) The Company may terminate Employee’s employment hereunder at any time, for any reason or for no reason, without Cause, effective upon the date designated by the Company upon at least ninety (90) days prior written notice to the Employee. In addition, the Employee may voluntarily terminate his employment for Good Reason (as defined below) following at least ninety (90) days prior written notice to the Board. (b) If Employee’s employment is terminated pursuant to Section 5.4(a) at any time, then Employee shall be entitled to: (i) receive all accrued but unpaid (as of the Termination Date) Salary, Benefits and maximum target Bonus (as set forth in Section 4.2 of this Agreement) and (ii) the Company will continue to pay to the Employee in accordance with the Company’s regular payroll practices one hundred forty percent (140%) of his then current Salary in effect on the Termination Date during the twelve (12) month period immediately following the Termination Date, which upon a closing prior to the Termination Date of an initial public offering of the Company’s securities prior to the Termination Date shall be increased to twenty four eighteen (2418) months (as adjusted, the “Severance Period”)months, all subject to all tax withholding obligations, calculated on the basis of the Salary in effect at the Termination Date. The Company’s obligations to pay the amounts outlined in subsection (ii) of the first sentence of this Section 5.4(b) and in the immediately preceding sentence, as applicable, shall be contingent upon the Employee executing and not revoking a release of all claims pursuant to a Separation Agreement and Release substantially in the form attached hereto as Exhibit C. B. All Benefits and Bonuses shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to Employee, except that the Company shall pay for the healthcare benefits provided by the Company to the Employee as of the Termination Date during the Severance Period. Except as specifically set forth in this Section 5.4(b), the Company shall have no liability or obligation hereunder by reason of such termination. (c) For purposes of this Agreement, the term “Good Reason” shall mean the earliest to occur of any of the following events that are not consented to by the Employee: (i) any substantial and adverse alteration by the Company of the Employee’s functions, duties or responsibilities, or other material breach of this Agreement by Company, that is not remedied by the Company within thirty (30) days after receiving notice of such material alteration or breach; (ii) failure by the Company or its successor, within thirty days after a Change in Of Control to confirm Employee’s position as Chief Financial Officer of the Company or (iii) except as otherwise agreed in advance by the Employee, requiring the Employee to be principally based (excluding all travel to perform the Employee’s services hereunder) at any office or location the site of which would result in a commuting distance of greater than 50 miles from New York CityMalvern, New YorkPennsylvania; provided, further, that the Employee’s consent to any event which would otherwise constitute “Good Reason” shall be conclusively presumed if the Employee does not exercise his rights hereunder within thirty (30) days of the event.

Termination Without Cause; Termination for Good Reason. (a) The Company may terminate Employee’s employment hereunder at any time, for any reason or for no reason, without Cause, effective upon the date designated by the Company upon at least ninety (90) days prior written notice to the Employee. In addition, the Employee may voluntarily terminate his employment for Good Reason (as defined below) following at least ninety (90) days prior written notice to the Board. (b) If Employee’s employment is terminated pursuant to Section 5.4(a) at any time, then Employee shall be entitled to: (i) receive all accrued but unpaid (as of the Termination Date) Salary, Benefits and maximum target Bonus (as set forth in Section 4.2 of this Agreement) and (ii) the Company will continue to pay to the Employee in accordance with the Company’s regular payroll practices one hundred forty percent (140%) of his then current Salary in effect on the Termination Date during the twelve (12) month period immediately following the Termination Date, which upon a closing prior to the Termination Date of an initial public offering of the Company’s securities prior to the Termination Date shall be increased to twenty four eighteen (2418) months (as adjusted, the “Severance Period”)months, all subject to all tax withholding obligations, calculated on the basis of the Salary in effect at the Termination Date. The Company’s obligations to pay the amounts outlined in subsection (ii) of the first sentence of this Section 5.4(b) and in the immediately preceding sentence, as applicable, shall be contingent upon the Employee executing and not revoking a release of all claims pursuant to a Separation Agreement and Release substantially in the form attached hereto as Exhibit C. B. All Benefits and Bonuses shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to Employee, except that the Company shall pay for the healthcare benefits provided by the Company to the Employee as of the Termination Date during the Severance Period. Except as specifically set forth in this Section 5.4(b), the Company shall have no liability or obligation hereunder by reason of such termination. (c) For purposes of this Agreement, the term “Good Reason” shall mean the earliest to occur of any of the following events that are not consented to by the Employee: (i) any substantial and adverse alteration by the Company of the Employee’s functions, duties or responsibilities, or other material breach of this Agreement by Company, that is not remedied by the Company within thirty (30) days after receiving notice of such material alteration or breach; (ii) failure by the Company or its successor, within thirty days after a Change in Of Control to confirm Employee’s position as Chief Financial Officer OperatingOfficer of the Company or (iii) except as otherwise agreed in advance by the Employee, requiring the Employee to be principally based (excluding all travel to perform the Employee’s services hereunder) at any office or location the site of which would result in a commuting distance of greater than 50 miles from New York CityMalvern, New YorkPennsylvania; provided, further, that the Employee’s consent to any event which would otherwise constitute “Good Reason” shall be conclusively presumed if the Employee does not exercise his rights hereunder within thirty (30) days of the event.

Termination Without Cause; Termination for Good Reason. (ai) The Company may may, at its option, terminate Employee’s the Executive's employment hereunder at any time, for any reason or for no reason, without Cause, effective under this Agreement upon the date designated by the Company upon at least ninety (90) days prior written notice to the EmployeeExecutive for a reason other than a reason set forth in Section 4(a), 4(b) or 4(c). In additionAny such termination shall be authorized by the Board. If the Company terminates the Executive's employment for any such reason, all obligations of the Company hereunder shall cease immediately, except that the Executive shall be entitled to: (A) the payments and benefits specified in Sections 4(b)(i) through 4(b)(iii) hereof, inclusive; and (B) the continuation of payment of amounts equal to the Base Salary which otherwise would have been payable hereunder had the Executive's employment hereunder not been terminated pursuant to this Section 4(d) for a period of 12 months from the date of termination. Notwithstanding Section 4(d)(i)(B), the Employee may voluntarily terminate his amounts payable to the Executive under such Section 4(d)(i)(B) shall be reduced by the amount of salary, bonus or other compensation which the Executive receives from a subsequent employer during the period of time that amounts are payable to the Executive under such Section 4(d)(i)(B). The Executive shall use reasonable efforts to seek other comparable employment for Good Reason this purpose. (as defined belowii) following The Executive may, at least ninety (90) days prior her option, terminate the Executive's employment under this Agreement upon written notice to the Board. (b) Company for Good Reason. If Employee’s the Executive terminates her employment is terminated pursuant to Section 5.4(a) at any timefor Good Reason, then Employee all obligations of the Company hereunder shall cease immediately, except that the Executive shall be entitled to: (ito receive the payments and benefits specified in Section 4(d)(i)(A) receive all accrued but unpaid (as of above and, provided that the Termination Date) SalaryExecutive executes a mutual release and non-disparagement agreement, Benefits in form and maximum target Bonus (as substance reasonably satisfactory to the Company and the Executive, the payments set forth in Section 4.2 of this Agreement4(d)(i)(B) and (ii) the Company will continue to pay to the Employee above, in accordance with the Company’s regular payroll practices one hundred forty percent (140%) of his then current Salary in effect each case on the Termination Date during the twelve (12) month period immediately following the Termination Date, which upon a closing of an initial public offering of the Company’s securities prior to the Termination Date shall be increased to twenty four (24) months (as adjusted, the “Severance Period”), all subject to all tax withholding obligations, calculated on the basis of the Salary in effect at the Termination Date. The Company’s obligations to pay the amounts outlined in subsection (ii) of the first sentence of this Section 5.4(b) terms and in the immediately preceding sentence, as applicable, shall be contingent upon the Employee executing and not revoking a release of all claims pursuant to a Separation Agreement and Release substantially in the form attached hereto as Exhibit C. All Benefits and Bonuses shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to Employee, except that the Company shall pay for the healthcare benefits provided by the Company to the Employee as of the Termination Date during the Severance Period. Except as specifically conditions set forth in this Section 5.4(b), the Company shall have no liability or obligation hereunder by reason of such termination. (c) therein. For purposes of this Agreementhereof, the term “"Good Reason” " shall mean the earliest to occur occurrence of any of the following events that are not consented to by without the EmployeeExecutive's express written consent: (iA) any substantial and adverse alteration a reduction by the Company in the Executive's base salary as in effect on the date of this Agreement; (B) beginning for the fiscal year ending January 31, 2006, the Executive's percentage cash bonus opportunity under the Company's Management Cash Bonus Plan (or such other annual cash bonus plan, if any, for which the executive officers of the Employee’s functions, duties or responsibilities, or other material breach of this Agreement by Company, that Company may be eligible from time to time) is not remedied by at least equal to the Company within thirty (30) days after receiving notice percentage cash bonus opportunity of such material alteration or breach; (ii) failure by the Company or its successor, within thirty days after a Change in Control to confirm Employee’s position as Chairman and Chief Financial Executive Officer of the Company under such plan; (C) the Company's requiring the Executive to be based anywhere outside of the greater Chicago metropolitan area; (D) a change in the duties of the Executive that is inconsistent in any material adverse respect with Executive's position as in effect on the effective date of this Agreement; and (E) a change in the Executive's reporting responsibilities such that the Executive reports to a person other than the Chairman and/or Chief Executive Officer of the Company and/or the Board of Directors of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have terminated her employment under this Agreement for Good Reason unless the Executive gives written notice to the Company stating in reasonable detail the events which constitute Good Reason and the Company does not effect a cure of the action or (iii) except as otherwise agreed in advance inaction constituting Good Reason within 5 business days after receipt of such notice by the Employee, requiring the Employee to be principally based (excluding all travel to perform the Employee’s services hereunder) at any office or location the site of which would result in a commuting distance of greater than 50 miles from New York City, New York; provided, further, that the Employee’s consent to any event which would otherwise constitute “Good Reason” shall be conclusively presumed if the Employee does not exercise his rights hereunder within thirty (30) days of the eventCompany.

Termination Without Cause; Termination for Good Reason. (ai) The Company may terminate Employee’s A termination “without cause” is a termination of the employment hereunder at any time, for any reason or for no reason, without Cause, effective upon of the date designated Employee by the Company upon at least ninety (90) days prior written notice to that is not “for cause” and not occasioned by the resignation, death or disability of the Employee. In addition, If the Company terminates the employment of the Employee may voluntarily terminate his employment for Good Reason without cause (as defined below) following at least ninety (90) days prior written notice to whether before the Board. (b) If Employee’s employment is terminated pursuant to Section 5.4(a) at any time, then Employee shall be entitled to: (i) receive all accrued but unpaid (as end of the Termination Date) Salary, Benefits and maximum target Bonus (as set forth in Section 4.2 Term of this Agreement) and (ii) Employment Agreement or, if the Employee is employed by the Company will continue to pay to the Employee in accordance with the Company’s regular payroll practices one hundred forty percent (140%) of his then current Salary in effect on the Termination Date during the twelve (12) month period immediately following the Termination Date, which upon a closing of an initial public offering of the Company’s securities prior to the Termination Date shall be increased to twenty four (24) months (as adjusted, the “Severance Period”), all subject to all tax withholding obligations, calculated on the basis of the Salary in effect at the Termination Date. The Company’s obligations to pay the amounts outlined in subsection (ii) of the first sentence under paragraph E of this Section 5.4(b) and in 4 below, after the immediately preceding sentenceTerm of this Employment Agreement has ended), as applicablethe Company shall, shall be contingent upon the Employee executing and not revoking a release of all claims pursuant to a Separation Agreement and Release substantially in the form attached hereto as Exhibit C. All Benefits and Bonuses shall cease at the time of such termination, subject pay to the terms Employee the severance payment provided in paragraph F of this Section 4 below together with the value of any benefit accrued but unused vacation time and the amount of all accrued but previously unpaid base salary through the date of such termination and shall provide him with all benefits to which he is entitled under paragraph C of Section 3 above for Eighteen (18) months or the full unexpired Term of this Employment Agreement, whichever is longer. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph G of Section 3 above. (ii) A termination for “Good Reason” is a termination of employment by the Employee, unless otherwise consented to by the Employee, as a result of: (a) the material reduction of the Employee’s authority, duties and responsibilities, or the assignment to the Employee of duties materially and adversely inconsistent with the Employee’s position or positions with the Company; (b) a material reduction in the annual salary of the Employee except in connection with (i) a reduction in compensation plan then in force and generally applicable to Employee, except that senior management employees of the Company shall pay for or (ii) a delay or failure to complete the healthcare benefits provided Financing; (c) a material and willful breach of this Agreement by the Company unrelated to delays or failure to complete the Employee as of Financing. Notwithstanding the Termination Date during the Severance Period. Except as specifically set forth in foregoing, if there exists (without regard to this Section 5.4(b)sentence) an event or condition that constitutes Good Reason, the Company shall have no liability 30 days from the date on which the Employee gives the written notice thereof to cure such event or obligation hereunder by reason condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. Further, an event or condition shall cease to constitute Good Reason ninety (90) days after the event or condition first occurs. If the Employee terminates his employment for Good Reason, the Company shall, at the time of such termination. (c) For purposes , pay to the Employee the severance payment provided in paragraph F of this Section 4 below together with the value of any accrued but unused vacation time and the amount of all accrued but previously unpaid base salary through the date of such termination and shall provide him with all benefits to which he is entitled under paragraph C of Section 3 above for Eighteen (18) months or the full unexpired Term of this Employment Agreement, whichever is longer. The Company shall promptly reimburse the term “Good Reason” shall mean Employee for the earliest to occur amount of any of the following events that are not consented expenses incurred prior to such termination by the Employee: (i) any substantial and adverse alteration by the Company Employee as required under paragraph G of the Employee’s functions, duties or responsibilities, or other material breach of this Agreement by Company, that is not remedied by the Company within thirty (30) days after receiving notice of such material alteration or breach; (ii) failure by the Company or its successor, within thirty days after a Change in Control to confirm Employee’s position as Chief Financial Officer of the Company or (iii) except as otherwise agreed in advance by the Employee, requiring the Employee to be principally based (excluding all travel to perform the Employee’s services hereunder) at any office or location the site of which would result in a commuting distance of greater than 50 miles from New York City, New York; provided, further, that the Employee’s consent to any event which would otherwise constitute “Good Reason” shall be conclusively presumed if the Employee does not exercise his rights hereunder within thirty (30) days of the eventSection 3 above.

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

Termination Without Cause; Termination for Good Reason. (ai) The Company may may, at its option, terminate Employee’s the Executive's employment hereunder at any time, for any reason or for no reason, without Cause, effective under this Agreement upon the date designated by the Company upon at least ninety (90) days prior written notice to the EmployeeExecutive for a reason other than a reason set forth in Section 4(a), 4(b) or 4(c), or the Executive may terminate her employment upon 2 days written notice within 60 days prior to the Expiration Date ("Executive Termination"). In addition, Any termination by the Employee may voluntarily terminate his Company shall be authorized by the Board. If the Company terminates the Executive's employment for Good Reason (as defined below) following at least ninety (90) days prior written any such reason or the Executive provides notice to of an Executive Termination, all obligations of the Board. (b) If Employee’s employment is terminated pursuant to Section 5.4(a) at any timeCompany hereunder shall cease immediately, then Employee except that the Executive shall be entitled to: : (iA) receive all accrued but unpaid payment of any unused vacation and the payments and benefits specified in Sections 4(b)(i) through 4(b)(iii) hereof, inclusive; and (as of the Termination Date) Salary, Benefits and maximum target Bonus (as set forth in Section 4.2 of this Agreement) and (iiB) the Company will continue to pay continuation of payment of amounts equal to the Employee in accordance with Base Salary which otherwise would have been payable hereunder had the Company’s regular payroll practices one hundred forty percent (140%) of his then current Salary in effect on the Termination Date during the twelve (12) month period immediately following the Termination Date, which upon a closing of an initial public offering of the Company’s securities prior Executive's employment hereunder not been terminated pursuant to the Termination Date shall be increased to twenty four (24) months (as adjusted, the “Severance Period”), all subject to all tax withholding obligations, calculated on the basis of the Salary in effect at the Termination Date. The Company’s obligations to pay the amounts outlined in subsection (ii) of the first sentence of this Section 5.4(b4(d) and in for a period of 12 months from the immediately preceding sentence, as applicable, shall be contingent upon the Employee executing and not revoking a release date of all claims pursuant to a Separation Agreement and Release substantially in the form attached hereto as Exhibit C. All Benefits and Bonuses shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to Employee, except that the Company shall pay for the healthcare benefits provided by the Company to the Employee as of the Termination Date during the Severance Period. Except as specifically set forth in this Notwithstanding Section 5.4(b4(d)(i)(B), the amounts payable to the Executive under such Section 4(d)(i)(B) shall be reduced by the amount of salary, bonus or other compensation which the Executive receives from a subsequent employer during the period of time that amounts are payable to the Executive under such Section 4(d)(i)(B). The Executive shall use reasonable efforts to seek other comparable employment for this purpose. In the event of a termination under this Section, the Company and Executive shall have no liability or obligation hereunder by reason execute a mutual waiver in form and substance agreeable to each of such terminationthe parties, which waiver shall be finalized between the parties shortly hereafter. (c) For purposes of this Agreement, 4. To the term “Good Reason” shall mean extent the earliest to occur of Employment Agreement is inconsistent with any of the following events that are not consented to by provisions herein, this Amendment shall control and the Employee: (i) any substantial and adverse alteration by the Company of the Employee’s functionsEmployment Agreement is hereby amended in all, duties or responsibilitiesbut only those, or other material breach of this Agreement by Company, that is not remedied by the Company within thirty (30) days after receiving notice of such material alteration or breach; (ii) failure by the Company or its successor, within thirty days after a Change in Control to confirm Employee’s position as Chief Financial Officer of the Company or (iii) except as otherwise agreed in advance by the Employee, requiring the Employee respects necessary to be principally based (excluding all travel to perform the Employee’s services hereunder) at any office or location the site of which would result in a commuting distance of greater than 50 miles from New York City, New York; provided, further, that the Employee’s consent to any event which would otherwise constitute “Good Reason” shall be conclusively presumed if the Employee does not exercise his rights hereunder within thirty (30) days of the eventconsistent with this Amendment.

Termination Without Cause; Termination for Good Reason. (ai) The Company may terminate Employee’s A termination “without cause” is a termination of the employment hereunder at any time, for any reason or for no reason, without Cause, effective upon of the date designated Employee by the Company upon at least ninety (90) days prior written notice to that is not “for cause” and not occasioned by the resignation, death or disability of the Employee. In addition, If the Company terminates the employment of the Employee may voluntarily terminate his employment for Good Reason without cause (as defined below) following at least ninety (90) days prior written notice to whether before the Board. (b) If Employee’s employment is terminated pursuant to Section 5.4(a) at any time, then Employee shall be entitled to: (i) receive all accrued but unpaid (as end of the Termination Date) Salary, Benefits and maximum target Bonus (as set forth in Section 4.2 Term of this Agreement) and (ii) Employment Agreement or, if the Employee is employed by the Company will continue to pay to the Employee in accordance with the Company’s regular payroll practices one hundred forty percent (140%) of his then current Salary in effect on the Termination Date during the twelve (12) month period immediately following the Termination Date, which upon a closing of an initial public offering of the Company’s securities prior to the Termination Date shall be increased to twenty four (24) months (as adjusted, the “Severance Period”), all subject to all tax withholding obligations, calculated on the basis of the Salary in effect at the Termination Date. The Company’s obligations to pay the amounts outlined in subsection (ii) of the first sentence under paragraph E of this Section 5.4(b) and in 4 below, after the immediately preceding sentenceTerm of this Employment Agreement has ended), as applicablethe Company shall, shall be contingent upon the Employee executing and not revoking a release of all claims pursuant to a Separation Agreement and Release substantially in the form attached hereto as Exhibit C. All Benefits and Bonuses shall cease at the time of such termination, subject pay to the terms Employee the severance payment provided in paragraph F of this Section 4 below together with the value of any benefit accrued but unused vacation time and the amount of all accrued but previously unpaid base salary through the date of such termination and shall provide him with all benefits to which he is entitled under paragraph C of Section 3 above for Eighteen (18) months or the full unexpired Term of this Employment Agreement, whichever is longer. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph G of Section 3 above. (ii) A termination for “Good Reason” is a termination of employment by the Employee, unless otherwise consented to by the Employee, as a result of: (a) the material reduction of the Employee’s authority, duties and responsibilities, or the assignment to the Employee of duties materially and adversely inconsistent with the Employee’s position or positions with the Company; (b) a material reduction in the annual salary of the Employee except in connection with (i) a reduction in compensation plan then in force and generally applicable to Employeesenior management employees of the Company or (ii) a delay or failure to complete the Financing; (c) a material and willful breach of this Agreement by the Company unrelated to delays or failure to complete the Financing. Notwithstanding the foregoing, except if there exists (without regard to this sentence) an event or condition that constitutes Good Reason, the Company shall have 30 days from the date on which the Employee gives the written notice thereof to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. Further, an event or condition shall cease to constitute Good Reason ninety (90) days after the event or condition first occurs, unless during the ninety (90) days after the event or condition first occurs, the Employee gives the Company written notice of such event or condition and Employee’s intent to treat such event or condition as potentially triggering his right to terminate his employment with Good Reason. If the Employee terminates his employment for Good Reason, the Company shall, at the time of such termination, pay to the Employee the severance payment provided in paragraph F of this Section 4 below together with the value of any accrued but unused vacation time and the amount of all accrued but previously unpaid base salary through the date of such termination and shall provide him with all benefits to which he is entitled under paragraph C of Section 3 above for eighteen (18) months or the full unexpired Term of this Employment Agreement, whichever is longer. The Company shall promptly reimburse the Employee for the healthcare benefits amount of any expenses incurred prior to such termination by the Employee as required under paragraph G of Section 3 above. E End of the Term of this Employment Agreement. Except as otherwise provided by in paragraphs F and G of this Section 4 below, the Company may terminate the employment of the Employee at the end of the Term of this Employment Agreement without any liability on the part of the Company to the Employee as but, if the Employee continues to be a full-time employee of the Termination Date during Company after the Severance Period. Except as specifically set forth in this Section 5.4(b), the Company shall have no liability or obligation hereunder by reason of such termination. (c) For purposes Term of this Employment Agreement ends, his employment shall be governed by the terms and conditions of this Employment Agreement, the term “Good Reason” but he shall mean the earliest to occur of be an employee at will and his employment may be terminated at any of the following events that are not consented to time by the Employee: (i) any substantial and adverse alteration by the Company of the Employee’s functions, duties or responsibilities, or other material breach of this Agreement by Company, that is not remedied by the Company within thirty (30) days after receiving notice of such material alteration or breach; (ii) failure by either the Company or its successor, within thirty days after a Change in Control to confirm Employee’s position as Chief Financial Officer of the Company or (iii) except as otherwise agreed in advance by the Employee, requiring the Employee to be principally based (excluding all travel to perform the Employee’s services hereunder) without notice and for any reason not prohibited by law or no reason at any office or location the site of which would result in a commuting distance of greater than 50 miles from New York City, New York; provided, further, that the Employee’s consent to any event which would otherwise constitute “Good Reason” shall be conclusively presumed if the Employee does not exercise his rights hereunder within thirty (30) days of the eventall.

Termination Without Cause; Termination for Good Reason. (a) The Company may terminate Employeethe Executive’s employment hereunder at any time, for any reason or for no reason, time without Cause, effective upon and the date designated by the Company upon at least ninety (90) days prior written notice to the Employee. In addition, the Employee Executive may voluntarily terminate his employment hereunder at any time for Good Reason (as defined below) following at least ninety (90) days prior written notice to the Board.Reason. In such event: (b) If Employee’s employment is terminated pursuant to Section 5.4(a) at any time, then Employee shall be entitled to: (i) receive all accrued but unpaid (as of the Company shall pay to the Executive a lump-sum amount equal to the Termination Date) Salary, Benefits and maximum target Bonus (as set forth in Section 4.2 of this Agreement) and Amount; (ii) the Company will continue to shall pay to the Employee in accordance with the Company’s regular payroll practices one hundred forty percent (140%) of his then current Salary in effect on the Termination Date during the twelve (12) month period immediately following Executive any accrued and unpaid Salary, Automobile Allowance, vacation time and benefits through the Termination Date, which upon a closing of an initial public offering ; (iii) the Company shall pay to the Executive any earned but unpaid bonuses payable to the Executive as determined by the Compensation Committee for any fiscal periods of the Company’s securities Company ending prior to the Termination Date; and (iv) any Equity Awards granted to the Executive that would not vest on or prior to the Termination Date shall be increased to twenty four (24) months (vest as adjusted, the “Severance Period”), all subject to all tax withholding obligations, calculated on the basis of the Salary Termination Date and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in effect at the applicable agreement or related plan, such Equity Awards shall continue to be exercisable until their original stated expiration date. The payments described in Sections 4(e)(ii) and 4(e)(iii) shall be made within thirty (30) days following the Termination Date. The Company’s obligations to pay the amounts outlined lump sum payment described in subsection (iiSection 4(e)(i) of the first sentence of this Section 5.4(b) and in the immediately preceding sentence, as applicable, shall be contingent upon made on the Employee executing sixtieth (60th) day following the Termination Date, provided that prior to the payment date the Executive signs a waiver and not revoking a release of all claims pursuant to a Separation Agreement and Release substantially agreement in the form attached hereto as Exhibit C. All Benefits and Bonuses shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to Employee, except that the Company shall pay for the healthcare benefits provided by the Company and such waiver and release becomes effective and irrevocable in its entirety prior to such date. If the waiver and release does not become effective and irrevocable on or prior to the Employee as of the Termination Date during the Severance Period. Except as specifically payment date set forth in this Section 5.4(b)the preceding sentence, the Company shall have no liability further obligations pursuant to Sections 4(e)(i) or obligation hereunder by reason of such termination4(g). (c) For purposes of this Agreement, the term “Good Reason” shall mean the earliest to occur of any of the following events that are not consented to by the Employee: (i) any substantial and adverse alteration by the Company of the Employee’s functions, duties or responsibilities, or other material breach of this Agreement by Company, that is not remedied by the Company within thirty (30) days after receiving notice of such material alteration or breach; (ii) failure by the Company or its successor, within thirty days after a Change in Control to confirm Employee’s position as Chief Financial Officer of the Company or (iii) except as otherwise agreed in advance by the Employee, requiring the Employee to be principally based (excluding all travel to perform the Employee’s services hereunder) at any office or location the site of which would result in a commuting distance of greater than 50 miles from New York City, New York; provided, further, that the Employee’s consent to any event which would otherwise constitute “Good Reason” shall be conclusively presumed if the Employee does not exercise his rights hereunder within thirty (30) days of the event.

Termination Without Cause; Termination for Good Reason. (a) The Company may terminate Employeethe Executive’s employment hereunder at any time, for any reason or for no reason, time without Cause, effective upon and the date designated by the Company upon at least ninety (90) days prior written notice to the Employee. In addition, the Employee Executive may voluntarily terminate his employment hereunder at any time for Good Reason (as defined below) following at least ninety (90) days prior written notice to the Board.Reason. In such event: (b) If Employee’s employment is terminated pursuant to Section 5.4(a) at any time, then Employee shall be entitled to: (i) receive all accrued but unpaid (as of the Company shall pay to the Executive a lump sum amount equal to the Termination Date) Salary, Benefits and maximum target Bonus (as set forth in Section 4.2 of this Agreement) and Amount; (ii) the Company will continue to shall pay to the Employee in accordance with the Company’s regular payroll practices one hundred forty percent (140%) of his then current Salary in effect on the Termination Date during the twelve (12) month period immediately following Executive any accrued and unpaid Salary, Automobile Allowance, vacation time and benefits through the Termination Date, which upon a closing of an initial public offering ; (iii) the Company shall pay to the Executive any earned but unpaid bonuses payable to the Executive as determined by the Compensation Committee for any fiscal periods of the Company’s securities Company ending prior to the Termination Date; and (iv) any Equity Awards granted to the Executive that would not vest on or prior to the Termination Date shall be increased to twenty four (24) months (vest as adjusted, the “Severance Period”), all subject to all tax withholding obligations, calculated on the basis of the Salary Termination Date and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in effect at the applicable agreement or related plan, such Equity Awards shall continue to be exercisable until their original stated expiration date. The payments described in Sections 4(e)(ii) and 4(e)(iii) shall be made within thirty (30) days following the Termination Date. The Company’s obligations to pay the amounts outlined lump sum payment described in subsection (iiSection 4(e)(i) of the first sentence of this Section 5.4(b) and in the immediately preceding sentence, as applicable, shall be contingent upon made on the Employee executing sixtieth (60th) day following the Termination Date, provided that prior to the payment date the Executive signs a waiver and not revoking a release of all claims pursuant to a Separation Agreement and Release substantially agreement in the form attached hereto as Exhibit C. All Benefits and Bonuses shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to Employee, except that the Company shall pay for the healthcare benefits provided by the Company and such waiver and release becomes effective and irrevocable in its entirety prior to such date. If the waiver and release does not become effective and irrevocable on or prior to the Employee as of the Termination Date during the Severance Period. Except as specifically payment date set forth in this Section 5.4(b)the preceding sentence, the Company shall have no liability further obligations pursuant to Sections 4(e)(i) or obligation hereunder by reason of such termination4(g). (c) For purposes of this Agreement, the term “Good Reason” shall mean the earliest to occur of any of the following events that are not consented to by the Employee: (i) any substantial and adverse alteration by the Company of the Employee’s functions, duties or responsibilities, or other material breach of this Agreement by Company, that is not remedied by the Company within thirty (30) days after receiving notice of such material alteration or breach; (ii) failure by the Company or its successor, within thirty days after a Change in Control to confirm Employee’s position as Chief Financial Officer of the Company or (iii) except as otherwise agreed in advance by the Employee, requiring the Employee to be principally based (excluding all travel to perform the Employee’s services hereunder) at any office or location the site of which would result in a commuting distance of greater than 50 miles from New York City, New York; provided, further, that the Employee’s consent to any event which would otherwise constitute “Good Reason” shall be conclusively presumed if the Employee does not exercise his rights hereunder within thirty (30) days of the event.

Termination Without Cause; Termination for Good Reason. (a) The Company may terminate Employee’s employment hereunder at any time, for any reason or for no reason, without Cause, effective upon the date designated by the Company upon at least ninety (90) days prior written notice to the Employee. In addition, the Employee may voluntarily terminate his employment for Good Reason (as defined below) following at least ninety (90) days prior written notice to the Board. (b) If Employee’s employment is terminated pursuant to Section 5.4(a) at any time, then Employee shall be entitled to: (i) receive all accrued but unpaid (as of the Termination Date) Salary, Benefits and maximum target Bonus (as set forth in Section 4.2 of this Agreement) and (ii) the Company will continue to pay to the Employee in accordance with the Company’s regular payroll practices one hundred forty percent (140%) of his then current Salary in effect on the Termination Date during the twelve (12) month period immediately following the Termination Date, which upon a closing of an initial public offering of the Company’s securities prior to the Termination Date shall be increased to twenty four (24) months (as adjusted, the “Severance Period”), all subject to all tax withholding obligations, calculated on the basis of the Salary in effect at the Termination Date. The Company’s obligations to pay the amounts outlined in subsection (ii) of the first sentence of this Section 5.4(b) and in the immediately preceding sentence, as applicable, shall be contingent upon the Employee executing and not revoking a release of all claims pursuant to a Separation Agreement and Release substantially in the form attached hereto as Exhibit C. B. All Benefits and Bonuses shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to Employee, except that the Company shall pay for the healthcare benefits provided by the Company to the Employee as of the Termination Date during the Severance Period. Except as specifically set forth in this Section 5.4(b), the Company shall have no liability or obligation hereunder by reason of such termination. (c) For purposes of this Agreement, the term “Good Reason” shall mean the earliest to occur of any of the following events that are not consented to by the Employee: (i) any substantial and adverse alteration by the Company of the Employee’s functions, duties or responsibilities, or other material breach of this Agreement by Company, that is not remedied by the Company within thirty (30) days after receiving notice of such material alteration or breach; (ii) failure by the Company or its successor, within thirty days after a Change in Of Control to confirm Employee’s position as Chief Financial Operating Officer of the Company or (iii) except as otherwise agreed in advance by the Employee, requiring the Employee to be principally based (excluding all travel to perform the Employee’s services hereunder) at any office or location the site of which would result in a commuting distance of greater than 50 miles from New York CityMalvern, New YorkPennsylvania; provided, further, that the Employee’s consent to any event which would otherwise constitute “Good Reason” shall be conclusively presumed if the Employee does not exercise his rights hereunder within thirty (30) days of the event.

Termination Without Cause; Termination for Good Reason. If (ai) The Company may MSGI shall terminate Employee’s employment hereunder at any timeExecutive's employment, other than for any reason Disability or for no reason, without Cause, effective upon the date designated by the Company upon at least ninety or (90ii) days prior written notice to the Employee. In addition, the Employee may voluntarily Executive shall terminate his employment for Good Reason (as defined below) following at least ninety (90) days prior written notice to the Board.Reason, then: (b) If Employee’s employment is terminated pursuant to Section 5.4(a) at any time, then Employee shall be entitled to: (i) receive all accrued but unpaid (as of the Termination DateCompanies shall pay the Accrued Obligations to Executive at the time(s) Salary, Benefits and maximum target Bonus (as set forth in Section 4.2 of this Agreement9(a)(i) and hereof; (ii) the Company will continue to Companies shall pay to Executive a lump sum payment equal to the Employee in accordance with sum of (A) the Company’s regular payroll practices one hundred forty percent (140%) actual amount of his then current Base Salary in effect on the Termination Date that Executive would have earned during the twelve balance of the Initial Term or the Renewal Term, as applicable, but not less than an amount equal to Executive's then-current Base Salary for twenty-four (1224) month period immediately following the Termination Date, which upon a closing of an initial public offering of the Company’s securities prior to the Termination Date shall be increased to twenty periods if fewer than twenty-four (24) months remain during the Initial Term or the Renewal Term in each case such Base Salary shall reflect any rate increases determined pursuant to Section 3(a) hereof or otherwise, and (B) two (2) times the Historical Bonus; or $300,000 if the Date of Termination occurs prior to June 30, 2001; (iii) for purposes of computing the benefits payable to Executive under the Companies' benefit plans in which Executive participated as adjusted, the “Severance Period”), all subject to all tax withholding obligations, calculated on the basis of the Salary Date of Termination, Executive shall be treated as if he had continued in effect at employment for the Termination Date. The Company’s obligations to pay the amounts outlined in subsection (ii) balance of the first sentence of this Section 5.4(b) and in Initial Term or the immediately preceding sentenceRenewal Term, as applicable, shall be contingent upon or twenty-four (24) months if less than twenty-four (24) months remain on the Employee executing and not revoking a release of all claims pursuant to a Separation Agreement and Release substantially in Initial Term or the form attached hereto Renewal Term, as Exhibit C. All Benefits and Bonuses shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to Employee, except that the Company shall pay for the healthcare benefits provided by the Company to the Employee applicable. (iv) as of the Termination Date during of Termination, all outstanding stock options granted to Executive (including the Severance Period. Except as specifically set forth in this Section 5.4(bOption), the Company which is and shall continue to be fully vested and exercisable in any event) and not then by their terms fully vested and exercisable shall become fully vested and exercisable. Executive shall have no liability or obligation hereunder by reason the right to exercise any stock option, to the extent then exercisable, following the Date of such termination. (c) For purposes Termination until the expiration of this Agreement, the term “Good Reason” shall mean the earliest to occur of any of the following events that are not consented to by the Employee: (i) any substantial and adverse alteration by the Company of the Employee’s functions, duties or responsibilities, or other material breach of this Agreement by Company, that is not remedied by the Company within thirty (30) days after receiving notice of such material alteration or breach; (ii) failure by the Company or its successor, within thirty days after a Change in Control to confirm Employee’s position as Chief Financial Officer of the Company or (iii) except as otherwise agreed in advance by the Employee, requiring the Employee to be principally based (excluding all travel to perform the Employee’s services hereunder) at any office or location the site of which would result in a commuting distance of greater than 50 miles from New York City, New York; provided, further, that the Employee’s consent to any event which would otherwise constitute “Good Reason” shall be conclusively presumed if the Employee does not exercise his rights hereunder within thirty (30) days of the eventoption.