Good Reason

Good Reason. Without the written consent of the Executive, 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 reduction of the authority, duties or responsibilities held by the Executive, or removal from, or failure to be reelected to, the Board; (iii) any change in the Executive's reporting structure such that he is no longer reporting directly to the Board or the Chairman of the Board; (iv) any reduction of the... Executive's current base compensation or bonus opportunity or any material reduction of the Executive's benefit entitlements; or (v) any transfer of the Executive to a location which is outside the Berwyn, Pennsylvania area (or the general area in which his principal place of business immediately preceding the transfer may be located at such time if other than Berwyn, Pennsylvania) by more than fifty miles other than on a temporary basis (less than six (6) months), except for required travel on the Company's business to an extent substantially consistent with the Executive's business travel obligations on behalf of the Company in effect immediately prior to the transfer; provided, however, that if the Executive agrees to no longer be the Chief Executive Officer and accept the position of Executive Chairman of the Board such event shall not constitute Good Reason; provided, further, that none of the events described herein shall constitute Good Reason unless the Executive has first delivered a Notice of Termination to the Company of the occurrence of the applicable event(s) within ninety (90) days of the initial existence of such event and the Company fails to correct or cure such event within twenty (20) days of receipt of the Notice of Termination and, if uncured, the termination is effective (and the Executive terminates) as of the end of such twenty (20) day cure period. If the Company timely corrects or cures the condition giving rise to Good Reason for the Executive's resignation, the Notice of Termination shall be deemed withdrawn and of no further force or effect. For purposes of Good Reason, the "authority, duties or responsibilities held by the Executive" shall mean the authorities, duties, or responsibilities customarily associated with the Executive's position in a company the size and nature of the Company. View More

Good Reason. Any of the following, in each case, without Participant's consent and as compared to what was in effect as of the Effective Date: (i) a material breach by the Company of any material provision of any material written agreement between Participant and the Company, (ii) any material reduction in Participant's base salary or target annual bonus amount, (iii) any material diminution in Participant's authority, duties, or responsibilities, or (iv) a material and involuntary change in geographic... location from the Company's offices at which Participant is principally employed to a location more than fifty (50) miles from such offices immediately prior to the relocation (except for required travel on the Company's business to an extent substantially consistent with Participant's business travel obligations). Notwithstanding the foregoing, the occurrence of an event that would otherwise constitute Good Reason will cease to be an event constituting Good Reason upon any of the following: (x) Participant's failure to provide written notice to the Company within thirty (30) days of the date the Participant has actual knowledge of the facts or circumstances giving rise thereto, (y) substantial correction of such occurrence by the Company within thirty (30) days following receipt of Participant's written notice described in (x), or (z) Participant's failure to actually terminate employment within the ten (10) day period following the expiration of the Company's thirty (30) day cure period. View More

Good Reason. Means, with respect to Executive, any of the following actions or failures to act: (i) a material diminution in Executive's authority, duties, or responsibilities in effect immediately prior to the effective date of such change, but excluding any such change that occurs in connection with Executive's death, Inability to Perform or retirement; (ii) a material reduction by Employer of Executive's compensation in effect immediately prior to the effective date of such reduction; (iii) any change of... more than 75 miles in the location of Executive's principal place of employment immediately prior to the effective date of such change; or (iv) any material breach by Employer of this Agreement. View More

Good Reason. A material decrease in Executive's then current annual Base Salary (which for purposes of this Agreement, material means a reduction by more than 10%, as compared to immediately prior to such decrease and other than in connection with a general decrease in the salary of all employees with a title of vice president or above), provided that such decrease was taken without the Executive's written consent and, provided further, that (a) the Company receives, within thirty (30) days following such... decrease, written notice from the Executive specifying the specific basis for Executive's belief that Executive is entitled to terminate employment for Good Reason, (b) the Company fails to cure the event constituting Good Reason within thirty (30) days after receipt of such written notice thereof, and (c) the Executive terminates employment within ten days (10) days following the earlier of expiration of such cure period or receipt from the Company that such deficiencies will not be cured View More

Good Reason. Shall mean any of the following actions taken without Cause by Company or a successor corporation or entity without Executive's consent: (i) substantial reduction of the Consulting Fee (as defined in Paragraph 3 hereof); (ii) failure or refusal of a successor to Company to assume Company's obligations under this Agreement in the event of a Change in Control (as defined in the Severance Agreement); or (iii) the requirement that Executive cease other employment or consulting engagements, unless... such employment and/or consulting engagement results in a direct conflict with Company's business or otherwise violates Paragraph 3(e) hereof. Notwithstanding the foregoing, a termination of consultancy shall not constitute "Good Reason" unless the event or condition giving rise to such termination of consultancy continues for more than thirty (30) calendar days following Executive's written notice of such event or condition constituting "Good Reason" provided to Company within ninety (90) calendar days of the first occurrence of such event or condition and such resignation is effective within thirty (30) calendar days following the end of such notice period. View More

Good Reason. Means any one or more of the following conditions: (i) any material diminution of the Employee's authority, duties or responsibilities; (ii) a material diminution of the Employee's total annual compensation opportunity (including base compensation, annual bonus opportunity, and value of annual equity award grants); (iii) a material diminution in the budget over which the Employee retains authority; (iv) a material change in the geographic location at which the Employee must perform the... Employee's duties and responsibilities; or (v) any other action or inaction by the Company or the Partnership that constitutes a material breach of this Agreement or any other agreement pursuant to which the Employee provides services to the Company or the Partnership. A termination of the Employee's employment for Good Reason shall be effective only if (X) such condition was not consented to by the Employee in advance or subsequently ratified by the Employee in writing, (Y) such condition remains in effect thirty (30) days after the Employee gives written notice to the Board of the Employee's intention to terminate his or her employment for Good Reason, which notice specifically identifies such condition, and (Z) the Employee gives the notice referred to in (Y) above within ninety (90) days of the initial existence of such condition. If the Company or the Partnership, as applicable, does not cure the condition within the thirty (30) day cure period described in (Y) above, then the Employee's termination will occur on the day immediately following the end of the cure period. If the Company or the Partnership, as applicable, cures the condition within such thirty (30) day cure period, then the Employee will be deemed to have withdrawn his notice of termination effective as of the date the cure is effected. View More

Good Reason. For purposes of this Agreement, "Good Reason" is defined as the resignation by Executive within thirty (30) days following the end of the Cure Period defined below, if any of the following events occur without Executive's express written consent: (i) the Company reduces the amount of the Base Salary, other than pursuant to a reduction that also is applied to substantially all other senior management of the Company, (ii) the Company fails to pay the Base Salary or other benefits required to be... provided by the Company hereunder, (iii) the Company materially reduces the overall compensation or benefits required to be provided by the Company to Executive hereunder other than pursuant to a reduction that also is applied to substantially all other senior management of the Company, (iv) the Company materially reduces Executive's core functions, duties or responsibilities in a manner that effectively constitutes a demotion, or (v) any change of Executive's principal office location to a location more than thirty (30) miles from the Company's Office (as defined below); provided, however, that Executive must provide written notice to the Board of the condition that could constitute "Good Reason" within thirty (30) days of the initial existence of such condition and such condition must not have been remedied by the Company within thirty (30) days of such written notice (the "Cure Period"). The "Company's Office" shall mean the Berkley Heights, New Jersey location. Notwithstanding the foregoing, any actions taken by the Company to accommodate a disability of Executive or pursuant to the Americans With Disabilities Act or the New Jersey Law Against Discrimination shall not be a Good Reason for purposes of this Agreement. In addition to the foregoing, Executive's death or Disability shall be treated as a resignation with Good Reason. View More

Good Reason. For purposes of Section 11(b), any material diminution of the Participant's position, authority, duties or responsibilities (including the assignment of duties materially inconsistent with the Participant's position or a material increase in the time Participant is required by the Company or its successor to travel), any reduction in salary or in the Participant's aggregate bonus and incentive opportunities, any material reduction in the aggregate value of the Participant's employee benefits... (including retirement, welfare and fringe benefits), or relocation to a principal work site that is more than 40 miles from the Participant's principal work site immediately prior to the Change in Control. View More

Good Reason. Any to occur, without your prior written consent, of (i) a material reduction in your Base Salary, excluding across the board reductions affecting all executives of the Company, or (ii) a relocation of your principal office by more than 75 miles from the location of the Corporate Headquarters on the date of this Agreement. It shall be a condition to your voluntary termination of employment for "Good Reason" that you provide written notice to the Company of such Good Reason event(s) within 60... days from the first occurrence of such Good Reason event(s), following which the Company shall have 30 days to cure such event, and to the extent the Company has not cured such Good Reason event(s) during the 30-day cure period, you must terminate your employment for Good Reason no later than 90 days following the occurrence of such Good Reason event(s). View More

Good Reason. Shall mean the occurrence of any of the following events or conditions without Executive's written consent: (i) a material diminution in Executive's base salary or target annual bonus level; (ii) a material diminution in Executive's authority, duties or responsibilities, other than as a result of a Change of Control immediately after which Executive holds a position with the Company or its successor (or any other entity that owns substantially all of the Company's business after such sale)... that is substantially equivalent with respect to the Company's business as Executive held immediately prior to such Change of Control; (iii) a change in the geographic location of Executive's principal place of employment to any location that is more than 75 miles from the location immediately prior to such change; or (iv) the failure of the Company to obtain an agreement from any successor to all or substantially all of the business or assets of the Company to assume this Agreement as contemplated in Section 6(a) of this Agreement; provided that Executive must provide written notice to the Company of the occurrence of any of the foregoing events or conditions within 60 days of the occurrence of such event and such event or condition must remain uncured for 30 days following the Company's receipt of such written notice. Any voluntary termination for "Good Reason" following such 30 day cure period must occur no later than the date that is 30 days following the expiration of the Company's cure period. View More