Good Reason Termination

Good Reason Termination. Shall mean a Termination of Employment initiated by the Employee upon one or more of the following occurrences: (i) any failure of the Company to comply with and satisfy any of the terms of this Agreement; (ii) any significant involuntary reduction of the authority, duties or responsibilities held by the Employee immediately prior to the Change of Control; (iii) any involuntary removal of the... Employee from the employment grade, compensation level or officer positions which the Employee holds with the Company or, if the Employee is employed by a -7- Subsidiary, with a Subsidiary, held by him immediately prior to the Change of Control, except in connection with promotions to higher office; (iv) any involuntary reduction in the Employee's target level of annual and long-term compensation as in effect immediately prior to the Change of Control; (v) any transfer of the Employee, without his express written consent, to a location which is outside the general area in which his principal place of business immediately preceding the Change of Control may be located at such time by more than fifty miles, other than on a temporary basis (less than 12 months); and (vi) the Employee being required to undertake business travel to an extent substantially greater than the Employee's business travel obligations immediately prior to the Change of Control. View More

Good Reason Termination. Means a termination by Executive of his employment and all other positions that he may hold with the Company effectuated by Executive in accordance with the requirements of Section 6.1, due to the occurrence of a Good Reason Event at the time of or at any time within (but not later than) twelve (12) months following a Change of Control of the Company. 3

Good Reason Termination. A Termination of Employment initiated by Employee following a Change of Control and the occurrence of one or more of the following events, without the consent of Employee: (i) any action or inaction that constitutes a material breach by the Company of this Agreement, including but not limited to a breach of Section 6 hereof; (ii) any material reduction by the Company of the authority, duties or responsibilities of Employee's principal assignment with the Company; (iii) any material reduction in... Employee's base compensation; (iv) any removal by the Company of Employee from the employment grade or officer positions which Employee holds as of the effective date hereof except in connection with promotions to higher office; provided, however, that such removal results in a diminution in Employee's authority, duties or responsibilities; or (v) a material change in the geographic location at which Employee must perform services; provided that a transfer of Employee to a location that is more than 50 miles from his principal place of business immediately preceding the Change of Control shall constitute a material change in the geographic location. Notwithstanding the preceding definition of Good Reason Termination, Employee shall only have a Good Reason Termination for purposes of this Agreement if he provides written notice to the Company identifying the event or omission constituting the reason for the Good Reason Termination not more than 30 days following the occurrence of such event. Within 30 days after notice has been provided, the Company shall have the opportunity, but shall have no obligation, to cure such events or conditions that give rise to the Good Reason Termination. If the Company fails to cure the events or conditions giving rise to Employee's Good Reason Termination, Employee must actually terminate within 60 days thereafter for the termination to be a Good Reason Termination. View More

Good Reason Termination. Good Reason Termination means a Termination of Employment initiated by Participant that is related to one or more conditions described in subsection (a), and that is subject to the timing, notice and remedy provisions of subsection (b): (a) Conditions for Good Reason Termination. The conditions that qualify for Good Reason Termination shall be those conditions provided in the definition of Good Reason Termination under the written Company severance plan that applies to Participant, unless... Participant has a standalone employment agreement with Company and such employment agreement includes such definition (or a definition of "Good Reason"), in which case the definition in the employment agreement shall apply. For the avoidance of doubt, any such definition shall only apply with respect to determining the conditions that constitute "Good Reason." The periods of time relating to the initial existence, notice, and remedy of any such condition are determined solely as described in subsection (b). If no severance plan or employment agreement applies to Participant or if neither includes a definition of "Good Reason" or "Good Reason Termination," then the conditions that qualify for Good Reason Termination are: (i) A change in Participant's primary work location that is more than 50 miles from Participant's previous primary work location, or (ii) A diminution of Participant's compensation rate (salary and target bonus) of more than 10%. (b) Timing, Notice and Remedy Requirements. Participant's voluntary Termination of Employment qualifies as a Good Reason Termination only if such Termination of Employment occurs within 18 months after a Change in Control because of a qualifying condition described in subsection (a), and only if (i) the initial existence of the condition occurs no more than 75 days before the Change in Control, or occurs on or after the Change in Control; (ii) Participant does not consent to the condition; and (iii) Company does not remedy the condition (as further described in this section). Participant must provide notice no more than 30 days after the initial occurrence of the event; provided, however, if the event initially occurs within the 75 day period preceding a Change in Control, notice must be provided by the earlier of (i) 90 days of the date of the initial occurrence and (ii) 30 days after the date of the Change in Control. During the 30 days following receipt of the notice, Company may remedy the event, occurrence or condition for which notice was given, in which case a Good Reason Termination will not occur as a result of the condition. View More

Good Reason Termination. Executive terminates his employment under this Agreement for "good reason" upon 30 days' notice to Constellation given within 90 days following the occurrence of any of the following events without his consent, each of which shall constitute a "good reason" for such termination; provided that the following events shall not constitute "good reason" if the event is remedied by Constellation within 30 days after receipt of notice given by Executive to Constellation specifying the event: (a) ... Constellation acts to materially reduce Executive's employment band or materially reduce Executive's duties and responsibilities; (b) Constellation materially reduces the amount of Executive's Base Salary; (c) Constellation acts to change the principal geographic location of the performance of Executive's duties to more than 50 miles from Executive's principal place of business in San Francisco, California; or (d) Constellation materially breaches this Agreement. View More

Good Reason Termination. Shall mean a Termination of Employment initiated by the Executive upon one or more of the following occurrences: (i) any failure of the Company or its successor(s) to comply with and satisfy any of the terms of this the Agreement; (ii) any significant involuntary reduction of the authority, duties, responsibilities or reporting relationships held by the Executive immediately prior to the Change of Control; ... -4- (iii) any involuntary removal of the Executive from the employment grade, compensation level or officer positions which the Executive holds with the Company or, if the Executive is employed by a Subsidiary, with a Subsidiary, held by him immediately prior to the Change of Control, except in connection with promotions to higher office; (iv) any involuntary reduction in the Executive's target level of annual and long-term compensation as in effect immediately prior to the Change of Control; (v) any transfer of the Executive, without his express written consent, to a location which is outside the Bryn Mawr, Pennsylvania area by more than 50 miles, other than on a temporary basis (less than 6 months); or (vi) the Executive being required to undertake business travel to an extent substantially greater than the Executive's business travel obligations immediately prior to the Change of Control. View More

Good Reason Termination. Means a Termination of Employment initiated by the Executive following a Change of Control and based on the occurrence of one or more of the following events or circumstance, or such Termination of Employment occurs within six (6) months prior to a Change of Control if such event or circumstance occurred at the insistence of a third party in connection with the Change of Control or was otherwise made in connection with the Change of Control, in each case without the consent of... the Executive: (i) any action or inaction that constitutes a material breach by the Company of this Agreement; (ii) any material reduction by the Company of the authority, duties or responsibilities of Executive's principal assignment with the Company; (iii) any material reduction in Executive's Compensation; (iv) any removal by the Company of Executive from the employment grade or officer positions the Executive holds as of the Effective Date hereof, except in connection with promotions to higher office; provided, however, that such removal results in a material diminution in Executive's authority, duties or responsibilities; or (v) a material adverse change in the principal geographic location at which Executive must perform services; provided that a transfer of Executive to a location that is more than seventy (70) miles from the Executive's principal place of business immediately preceding a Change of Control shall constitute a material adverse change in the geographic location. Notwithstanding the preceding definition of Good Reason Termination, Executive shall have a Good Reason Termination for purposes of this Agreement only if (i) Executive provides written notice to the Company identifying the event or circumstance constituting the basis for the Good Reason Termination not more than sixty (60) days following the initial occurrence of such event or circumstance, (ii) the notice provides the Company the opportunity (but the Company shall have no obligation) to cure such events or conditions that give rise to the Good Reason Termination within not less than thirty (30) days following such notice, and (iii) if the Company fails to cure the events or conditions giving rise to Executive's Good Reason Termination, Executive actually terminates within ninety (90) days after the Company's period to cure. View More

Good Reason Termination. For purposes of this Agreement, "Good Reason Termination" means Executive's termination of employment within ninety (90) days following the 5 end of the Cure Period (as defined below) as a result of the occurrence of any of the following without the Executive's consent: (i) a material diminution in Executive's Base Salary, except for reductions that are in proportion to any salary reduction program approved by the Board that affects a majority of the senior executives of the Company;... (ii) a material diminution in Executive's authority, duties, or responsibilities; (iii) a material diminution in the authority, duties, or responsibilities of the supervisor to whom Executive is required to report, including a requirements that Executive report to a corporate officer or employee instead of reporting directly to the Board; (iv) a material diminution in the budget over which Executive retains authority; (v) a material change in the geographic location at which Executive must perform his services of not less than fifty (50) miles from the Company's primary place of business immediately prior to such relocation; or (vi) any other action or inaction that constitutes a material breach by the Company of this Agreement; provided, however, that Executive must provide written notice to the Board of the condition that could constitute a "Good Reason" event within ninety (90) days of the initial existence of such condition and such condition must not have been remedied by the Company within thirty (30) days (the "Cure Period") of such written notice. View More

Good Reason Termination. A termination of employment by the Employee with "Good Reason", as such term is defined in the written employment agreement between the Company and the Employee (as in effect on the date hereof and as such may be amended not later than December 31, 2008), where the Employee provides notice of the Good Reason event within 90 days of its occurrence and provides the Company at least 30 days to cure such matter; provided that if "Good Reason" is not defined in such an agreement then clause (5) of... Section 7(a) shall be inapplicable. View More

Good Reason Termination. A Termination of Employment initiated by Employee following a Change in Control and the occurrence of one or more of the following events: (A) any failure of the Company to comply with or satisfy any of the material terms of this Agreement; (B) any significant reduction by the Company of the authority, duties or responsibilities of Employee's principal assignment with the Company or any reduction in Employee's base compensation or annual bonus compensation opportunity; (C) any removal by the... Company of Employee from the employment grade or officer positions which Employee holds as of the effective date hereof except in connection with promotions to higher office; or (D) a transfer of Employee, without his express written consent, to a location that is more than 50 miles from his principal place of business immediately preceding the Change of Control. View More