Substantial Breach

Substantial Breach. Without the Employee's prior consent: (1) a material reduction in the Employee's responsibilities hereunder; provided, that it shall not be deemed to be a Substantial Breach if Employee's duties are revised so long as he remains in a position of at least a senior manager within the Company; (2) a material reduction by the Company in the Base Salary of Employee except to the extent permitted under Section 4(a) hereof; (3) any willful failure or willful breach by the Company of any material... obligations of this Agreement; and (4) a change in location of Employee's office within the two-year period on and after a Change in Control, that is fifty (50) miles or more from the office where Employee was located as of the Effective Date. The Employee must give written notice of termination to the Company of a Substantial Breach within 90 days of the occurrence of any event which constitutes Substantial Breach. The Company shall have thirty (30) days after written notice thereof by the Employee to the Company's Board of Directors to remedy the occurrences of clause (1) through (4) above. Notwithstanding any language in this Agreement to the contrary, if the Company fails to remedy the occurrences of clause (1) through (4) above in accordance with the preceding sentence, the effective date of Employee's termination shall not be less than thirty (30) nor more than thirty-five (35) days after the date the notice of termination is given to the Company by Employee View More

Substantial Breach. With respect to the termination by the Executive of his employment by the Company or a Subsidiary of the Company: (i) a reduction in the Executive's Annual Base Salary; (ii) the demotion of the Executive from his positions as Chairman, Chief Executive Officer and President of the Company (except in connection with termination of the Executive for Cause, by reason of his death or Disability, or termination by the Executive of his ... employment other than as a result of a Substantial Breach); provided -------- that neither the voluntary relinquishment by the Executive of one or more titles in connection with a change in management organization, nor the employment of a Chief Operating Officer or President who reports to the Executive shall be deemed demotion of the Executive from the foregoing positions; or (iii) sale of the stock (other than pursuant to a public offering) or assets of the Company resulting in a Person who is not a Shareholder or affiliate or Permitted Transferee (as defined in the Shareholders Agreement among the Company and its Shareholders) of a Shareholder on the date hereof owning more than a majority of the outstanding shares of common stock of the Company and the acquiring Person or the Company does not assume or reaffirm its obligations to the Executive under this Agreement; provided that in order to assert that a Substantial Breach has occurred, the - -------- Executive shall have given written notice to the Company within 30 days of the occurrence of such event setting forth in reasonable detail setting forth the circumstances claimed to give rise to the Substantial Breach and stating that he is terminating his employment with the Company and its Subsidiaries by reason of the occurrence thereof unless the Company shall have cured such events or circumstances to the reasonable satisfaction of the Executive within such 30-day period. View More

Substantial Breach. Any material breach by the Company of its obligations to compensate the Employee pursuant to the terms and conditions of this Agreement, provided, however, that Substantial Breach shall not include a termination of the Employee's employment for Cause or due to death or Disability, and provided, further, that no Substantial Breach shall be deemed to exist at any time that a basis for termination for Cause exists