Common use of By Executive for Good Reason Clause in Contracts

By Executive for Good Reason. Executive may terminate his employment hereunder for Good Reason after giving at least 30 days’ notice to the Company. The date of such termination must be no more than 90 days from the date of the occurrence giving rise to the Good Reason. For purposes of this Agreement, Good Reason means that, without Executive’s prior written consent: (i) the Company relocates its general and administrative offices or Executive’s place of employment to an area other than the Washington, D.C. Standard Metropolitan Statistical Area; (ii) Executive is assigned duties substantially inconsistent with his responsibilities as described in Section 3 of this Agreement or a substantial adverse alteration is made to the nature or status of such responsibilities; (iii) Executive’s title is diminished; (iv) the Company reduces Executive’s Base Salary as in effect on the date hereof or as the same may be increased from time to time; or (v) any material reduction in Benefits provided to Executive pursuant to Sections 4 and 5 of this Agreement, other than in connection with a reduction in benefits generally applicable to senior executives of the Company. In the event that Executive elects to terminate this Agreement for Good Reason, Executive shall be entitled to: (aa) payment of accrued and/or vested but unpaid Base Salary, pro-rated Incentive Awards (calculated and paid when such awards are paid to other employees generally), vacation pay and other Benefits as of the termination date, unless otherwise required by law or plan documents; (bb) payment of two years of Base Salary at the rate in effect as of the date of termination in installments in accordance with the Company’s payroll practices in effect at the time; and (cc) continuation of Fringe Benefits for two years after the date of termination. In the event the Company’s Fringe Benefit plans do not permit continued participation by Executive after his termination, then Executive will instead be entitled to a lump sum payment from the Company of the expected cost to Executive to purchase and continue all such Fringe Benefit programs, as an individual or family policyholder, grossed up for all local, state and Federal taxes at the maximum tax rates. Executive’s entitlement to the Base Salary described in (bb) and the Fringe Benefits described in (cc) is conditional on his execution of a Severance Agreement and General Release in substantially the same form attached hereto as Appendix 3. TNS agrees to provide to Executive within ten (10) days of termination the Severance Agreement and General Release for execution.

By Executive for Good Reason. Executive may terminate his employment hereunder for Good Reason after giving at least 30 thirty (30) days’ notice to the CompanyCompany of the alleged Good Reason and the Company fails to cure said Good Reason within said notice period. The date of such termination must be no more than 90 ninety (90) days from the date of the occurrence giving rise to the Good Reason. For purposes of this Agreement, Good Reason means that, without Executive’s prior written consent: (i) the Company relocates its general and administrative offices or Executive’s place of employment to an area other than the Washington, D.C. Standard Metropolitan Statistical Area; (ii) Executive is assigned duties substantially inconsistent with his responsibilities as described in Section 3 of this Agreement or a substantial adverse alteration is made to the nature or status of such responsibilities; (iii) Executive’s title is diminished; (iv) the Company reduces Executive’s Base Salary as in effect on the date hereof or as the same may be increased from time to time; or (v) any material reduction in Benefits provided to Executive pursuant to Sections 4 and 5 of this Agreement, other than in connection with a reduction in benefits generally applicable to senior executives of the Company. In the event that Executive elects to terminate this Agreement for Good ReasonReason and the Company has not cured the purported act giving rise to Executive’s right to terminate as provided above, Executive shall be entitled to: (aa) payment of accrued and/or vested but unpaid Base Salary, pro-rated Incentive Awards (calculated and paid when such awards are paid to other employees generally), vacation pay and other Benefits as of the termination date, unless otherwise required by law or plan documents; (bb) payment of two years one year of Base Salary at the rate in effect as of the date of termination in installments in accordance with the Company’s payroll practices in effect at the time; and (cc) continuation of the Fringe Benefits set forth in Sections 1 and 2 of Appendix I (the “Severance Period Fringe Benefits”) hereto for two years one year after the date of termination. In the event the Company’s Severance Period Fringe Benefit plans do not permit continued participation by Executive after his termination, then Executive will instead be entitled to a lump sum payment from the Company of the expected cost to Executive to purchase and continue all such Severance Period Fringe Benefit programs, as an individual or family policyholder, grossed up for all local, state and Federal taxes at the maximum tax rates. Executive’s entitlement to the Base Salary described in (bb) and the Severance Period Fringe Benefits described in (cc) is conditional on his execution of a Severance Agreement and General Release in substantially the same form attached hereto as Appendix 3. TNS agrees to provide to Executive within ten (10) days of termination the Severance Agreement and General Release for execution.

By Executive for Good Reason. Executive may terminate his employment hereunder for Good Reason after giving at least 30 days’ notice to the Company. The date of such termination must be no more than 90 days from the date of the occurrence giving rise to the Good Reason. For purposes of this Agreement, Good Reason means that, without Executive’s prior written consent: (i) the Company relocates its general and administrative offices or Executive’s place of employment to an area other than the Washington, D.C. New York or Philadelphia Standard Metropolitan Statistical Area; (ii) Executive is assigned duties substantially inconsistent with his responsibilities as described in Section 3 of this Agreement or a substantial adverse alteration is made to the nature or status of such responsibilities; (iii) Executive’s title is diminished; (iv) the Company reduces Executive’s Base Salary as in effect on the date hereof or as the same may be increased from time to timehereof; or (v) any material reduction in Benefits provided to Executive pursuant to Sections 4 and 5 of this Agreement, other than in connection with a reduction in benefits generally applicable to senior executives of the Company. In the event that Executive elects to terminate this Agreement for Good Reason, Executive shall be entitled to: (aa) payment of accrued and/or vested but unpaid Base Salary, pro-rated Incentive Awards (calculated and paid when such awards are paid to other employees generally)accrued and/or vested but unpaid bonuses, vacation pay and other Benefits as of the termination date, unless otherwise required by law law, the Plan or employee benefit plan documents; (bb) payment of two years six months of Base Salary at the rate in effect as of the date of termination in installments in accordance with the Company’s payroll practices in effect at the time; and (cc) continuation of Fringe Benefits for two years six months after the date of termination; and (dd) all of the Executive’s Outstanding Options shall become immediately vested and exercisable in full. In the event the Company’s Fringe Benefit plans do not permit continued participation by Executive after his termination, then Executive will instead be entitled to a lump sum payment from the Company of the expected cost to Executive to purchase and continue all such Fringe Benefit programs, as an individual or family policyholder, grossed up for all local, state and Federal taxes at the maximum tax rates. Executive’s entitlement to the Base Salary described in (bb) and the Fringe Benefits described in (cc) is conditional on his execution of a Severance Agreement and General Release in substantially the same form attached hereto as Appendix 3. TNS The Company agrees to provide to Executive within ten (10) days of termination the Severance Agreement and General Release for execution.

By Executive for Good Reason. Executive may terminate his employment hereunder for Good Reason after giving at least 30 days’ notice to the Company. The date of such termination must be no more than 90 days from the date of the occurrence giving rise to the Good Reason. For purposes of this Agreement, Good Reason means that, without Executive’s prior written consent: (i) the Company relocates its general and administrative offices or Executive’s place of employment to an area other than the Washington, D.C. Philadelphia Standard Metropolitan Statistical Area; (ii) Executive is assigned duties substantially inconsistent with his responsibilities as described in Section 3 of this Agreement or a substantial adverse alteration is made to the nature or status of such responsibilities; (iii) Executive’s title is diminished; (iv) the Company reduces Executive’s Base Salary as in effect on the date hereof or as the same may be increased from time to timehereof; or (v) any material reduction in Benefits provided to Executive pursuant to Sections 4 and 5 of this Agreement, other than in connection with a reduction in benefits generally applicable to senior executives of the Company. In the event that Executive elects to terminate this Agreement for Good Reason, Executive shall be entitled to: (aa) payment of accrued and/or vested but unpaid Base Salary, pro-rated Incentive Awards (calculated and paid when such awards are paid to other employees generally)accrued and/or vested but unpaid bonuses, vacation pay and other Benefits as of the termination date, unless otherwise required by law law, the Plan or employee benefit plan documents; (bb) payment of two years one year of Base Salary at the rate in effect as of the date of termination in installments in accordance with the Company’s payroll practices in effect at the time; and (cc) continuation of Fringe Benefits for two years one year after the date of termination; and (dd) all of the Executive’s Outstanding Options shall become immediately vested and exercisable in full. In the event the Company’s Fringe Benefit plans do not permit continued participation by Executive after his termination, then Executive will instead be entitled to a lump sum payment from the Company of the expected cost to Executive to purchase and continue all such Fringe Benefit programs, as an individual or family policyholder, grossed up for all local, state and Federal taxes at the maximum tax rates. Executive’s entitlement to the Base Salary described in (bb) and the Fringe Benefits described in (cc) is conditional on his execution of a Severance Agreement and General Release in substantially the same form attached hereto as Appendix 3. TNS The Company agrees to provide to Executive within ten (10) days of termination the Severance Agreement and General Release for execution.

By Executive for Good Reason. Executive may terminate his employment hereunder for Good Reason after giving at least 30 thirty (30) days’ notice to the CompanyCompany of the alleged Good Reason and the Company fails to cure said Good Reason within said notice period. The date of such termination must be no more than 90 ninety (90) days from the date of the occurrence giving rise to the Good Reason. For purposes of this Agreement, Good Reason means that, without Executive’s prior written consent: (i) the Company relocates its general and administrative offices or Executive’s place of employment to an area other than the Washington, D.C. Standard Metropolitan Statistical Area; (ii) Executive is assigned duties substantially inconsistent with his responsibilities as described in Section 3 of this Agreement or a substantial adverse alteration is made to the nature or status of such responsibilities; (iii) Executive’s title is diminished; (iv) the Company reduces Executive’s Base Salary as in effect on the date hereof or as the same may be increased from time to time; or (v) any material reduction in Benefits provided to Executive pursuant to Sections 4 and 5 of this Agreement, other than in connection with a reduction in benefits generally applicable to senior executives of the Company. In the event that Executive elects to terminate this Agreement for Good ReasonReason and the Company has not cured the purported act giving rise to Executive’s right to terminate as provided above, Executive shall be entitled to: (aa) payment of accrued and/or vested but unpaid Base Salary, pro-rated Incentive Awards (calculated and paid when such awards are paid to other employees generally), vacation pay and other Benefits as set forth in Appendix I as of the termination date, unless otherwise required by law or plan documents; and (bb) payment of two years one year of Base Salary at the rate in effect as of the date of termination in installments in accordance with the Company’s payroll practices in effect at the time; and time (ccthe “Severance Period Fringe Benefits”) continuation of Fringe Benefits hereto for two years one year after the date of termination. In the event the Company’s Severance Period Fringe Benefit plans do not permit continued participation by Executive after his termination, then Executive will instead be entitled to a lump sum payment from the Company of the expected cost to Executive to purchase and continue all such Severance Period Fringe Benefit programs, as an individual or family policyholder, grossed up for all local, state and Federal taxes at the maximum tax rates. Executive’s entitlement to the Base Salary described in (bb) and the Fringe Benefits described in (cc) is conditional on his execution of a Severance Agreement and General Release in substantially the same form attached hereto as Appendix 3. TNS agrees to provide to Executive within ten (10) days of termination the Severance Agreement and General Release for execution.