Common use of Termination by the Employee for Good Reason Clause in Contracts

Termination by the Employee for Good Reason. The Employee may terminate the Employee’s employment by providing written notice to the Company of a breach constituting Good Reason. “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may shall have the right to terminate the Employee’s employment by providing written notice to the Company of a breach constituting for “Good Reason” upon thirty (30) days’ prior written notice. For purposes of this Agreement, “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: mean (i) a reassignment the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Employee to a location outside the Greater Philadelphia area; Employee, (ii) any a material failure by and adverse diminution in the Company to comply with any material term of this Agreement; Employee’s job duties, responsibilities or authority, (iii) a change in the demotion of location where the Employee is required to a lesser position than described perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 1 hereof or a substantial diminution of the Employee’s authority5 hereof, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder for Good Reasonbase salary, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination it being intended that an individual or aggregate reduction of more than 10% from the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions prior base salary level shall be considered material for purposes of this Section 4(e)Agreement. The Employee may not resign with Employee’s employment for Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) Employee gives the EmployeeCompany written notice of his objection to any event set forth above within 30 days following such event, within 60 days after the initial existence of the act or failure to act (B) such event is not corrected, in all material respects, by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after following its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) Employee resigns his employment with the Company not more than 30 days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event of a termination pursuant to this Section, in addition to any other payments or benefits to which the Employee actually resigns from may be entitled under the employ Company’s benefit plans then in effect, the Company shall pay to the Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on or before that the Company’s first payroll date that is six calendar months after the initial existence termination date and will continue until the end of the act or failure to act by Benefit Period. For the Company that constitutes “Good Reason.” If avoidance of doubt, in the requirements event of the preceding sentence are not fully satisfied on a timely basistermination under this Section 7.E., then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee other payments under this Section 4(e) had Agreement except for the Employee resigned with “Good ReasonAccrued Obligations or as set forth in the immediately preceding sentence.”

Termination by the Employee for Good Reason. The Employee may terminate the Employee’s his employment by providing written notice to the Company of a breach constituting Good Reason. “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; or (iii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) provided, however, that Good Reason shall not include a material diminution termination of the ExecutiveEmployee’s Base Salary employment pursuant to Section 4(b) or 4(c) hereof or, following a change of control of the Company, a reduction in title, position, responsibilities or duties solely by virtue of the Company being acquired and benefits, in the aggregate, unless such reduction is made part of a Company-wide reduction in compensation and/or benefits for all of its senior executiveslarger entity or operated as a subsidiary. If the Employee shall terminate the Employee’s his employment hereunder for Good Reason, the Employee shall be entitled to receive be paid: (i) any portion of the same payments Employee’s Base Salary for the period up to the date of termination that has been earned but remains unpaid; (ii) any benefits that have accrued to the Employee under the terms of any employee benefit plans of the Company, which benefits shall be paid in accordance with the terms of those plans; and benefits on (iii) subject to the same execution by the Employee of a release satisfactory to the Company and the compliance by the Employee with all terms and conditions as would be applicable upon a provisions of this Agreement that survive the termination of the Employee’s employment by the Company without CauseCompany, as provided in Section 4(d) and subject to the satisfaction Employee’s Base Salary for a period of nine months after the effective date of the other provisions of this Section 4(e)release, payable in accordance with the Company’s regular payroll practices. The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s his employment relationship with the Company, and (C) the Employee actually resigns from the employ of his employment with the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of his employment with the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee he would have been entitled if the Employee he had resigned from the employ of his employment with the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may terminate the Employee’s employment by providing written notice to the Company of a breach constituting Good Reason. “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iiiii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iviii) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may terminate the Employee’s her employment by providing written notice to the Company of a breach constituting Good Reason. “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives; provided, however, that Good Reason shall not include a termination of the Employee’s employment pursuant to Section 4(b) or 4(c) hereof or, following a Change in Control, a reduction in title, position, responsibilities or duties solely by virtue of the Company being acquired and made part of a larger entity or operated as a subsidiary. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of Employee’s employment with the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of Employee’s employment with the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may terminate the Employee’s employment by providing written notice to the Company of a breach constituting Good Reason. “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may terminate his employment with the Employee’s employment by providing written notice to the Company of a breach constituting Corporation for “Good Reason”. For purposes of this Agreement, “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) mean a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of his employment with the Corporation following one or more of the following occurrences (without Employee’s express written consent): (i) any breach by the Corporation of the Corporation’s material obligations under this Agreement or any other material written agreements between Employee and the Corporation, including but not limited to a change in Employee’s roles to lesser roles than specified herein, a reduction or material adverse change in Employee’s responsibilities, authorities, duties or direct reports (all direct reports of the prior Chief Executive Officer), (ii) a termination by the Employee due to conflicts created by the Corporation’s entrance into business areas in unresolvable conflict with the Employee’s non-compete obligations with Boston Beer, (iii) any relocation of the Employee’s principal place of employment relationship with (without the CompanyEmployee’s written consent to an office or location more than fifty (50) miles from the location the Employee is assigned as of the date hereof or (iv) the failure to appoint Employee as sole Chief Executive Officer of the Corporation (if not then already serving as sole Chief Executive Officer) following the completion of the IPO; provided that, in each instance, (x) the Employee provides written notice to the Corporation specifying in reasonable detail the circumstances claimed to provide the basis for such termination within forty-five (45) days following the date the Employee first becomes aware of the occurrence (or reasonably should have been aware of such occurrence), without the Employee’s written consent, of such events, (y) the Corporation fails to correct the circumstances set forth in the Employee’s notice of termination within thirty (30) days of receipt of such notice (“Cure Period”), and (Cz) the Employee actually resigns from terminates employment within sixty (60) days following the employ end of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good ReasonCure Period.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may terminate the Employee’s her employment by providing written notice to the Company Employer of a breach constituting Good Reason, which notice shall be provided within 90 days of the initial existence of the breach, provided such breach is not cured in all material respects to the reasonable satisfaction of the Employee within 30 days after such notice. “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company Employer to comply with any material term of this Agreement; or (iii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) provided, however, that Good Reason shall not include a material diminution termination of the ExecutiveEmployee’s Base Salary employment pursuant to Section 4(b) or 4(c) hereof or, following a change of control of the Employer, a reduction in title, position, responsibilities or duties solely by virtue of the Employer being acquired and benefits, in the aggregate, unless such reduction is made part of a Company-wide reduction in compensation and/or benefits for all of its senior executiveslarger entity or operated as a subsidiary. If the Employee shall terminate the Employee’s her employment hereunder for Good Reason, the Employee shall be entitled to receive be paid: (i) any portion of the same payments Employee’s Base Salary for the period up to the date of termination that has been earned but remains unpaid; (ii) any benefits that have accrued to the Employee under the terms of any employee benefit plans of the Employer, which benefits shall be paid in accordance with the terms of those plans; and benefits on (iii) subject to the same execution by the Employee of a release satisfactory to the Employer and the compliance by the Employee with all terms and conditions as would be applicable upon a provisions of this Agreement that survive the termination of the Employee’s employment by the Company without CauseEmployer, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ Base Salary for a period of the Company on or before that date that is six calendar twelve months after the initial existence effective date of the act or failure to act by release, payable in accordance with the Company that constitutes “Good ReasonEmployer’s regular payroll practices.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may shall have the right to terminate the Employment Period for Good Reason (as hereinafter defined), provided, that, not later than sixty (60) days following the occurrence of the event giving rise to the alleged "Good Reason," the Employee shall have given the Corporation written notice of the Employee’s 's decision to terminate his employment by providing (specifying the alleged "Good Reason" in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same within thirty (30) thirty days after receipt of such notice, or, if cure cannot be fully accomplished within thirty (30) days, the Corporation shall not have commenced cure within thirty (30) days after receipt of such notice and cured the alleged "Good Reason" as soon as possible thereafter. Notwithstanding the foregoing, if the event giving rise to "Good Reason" is the occurrence of a Change of Control, the Employee shall, at any time on or following the occurrence of the Change of Control, be entitled to terminate his employment for Good Reason upon written notice to the Company of a breach constituting Good ReasonCorporation. “Good Reason” shall be deemed to exist with respect to any termination of employment In the event that the Employment Period is terminated by the Employee for any of the following reasons: (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive to, and his sole remedies shall be, the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided for in Section 4(d7(d) and subject to hereof plus, in the satisfaction event a Change of the other provisions of this Control has occurred, those benefits described in Section 4(e)12(b) below. The Employee may not resign with "Good Reason pursuant to this Section 4(e), and Reason" shall not be considered to have done so for any purpose of this Agreement, unless mean (Ai) the Employee, within 60 days after the initial existence of the act or failure assignment to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of duties inconsistent with, or the diminution of, the Employee’s 's positions, titles, offices, duties, responsibilities or status from those set forth in Section 2 hereof, or a change without good cause in the Employee's reporting responsibilities, (ii) a reduction in the Employee's Salary or the Guaranteed Portion of the 1999 Bonus, (iii) a material reduction in the Employee's benefits or perquisites (other than a reduction pursuant to the last sentence of Section 5 hereof); (iv) a requirement that Employee change his place of principal employment relationship with to a location other than the Company, and metropolitan New York area; or (Cv) the Employee actually resigns from the employ occurrence of the Company on or before that date that is six calendar months after the initial existence a Change of the act or failure to act by the Company that constitutes “Good ReasonControl.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may terminate the Employee’s his employment by providing for "Good Reason", upon thirty (30) days' written notice to the Company of a breach constituting Company. "Good Reason. “Good Reason” " shall be deemed to exist with respect to any mean a termination of employment by the Employee for any of following, without the following reasonsEmployee's express prior written consent: (i) a reassignment any material diminution in the Employee's duties, status, offices, reporting requirements, or job title, except in connection with termination of the Employee's employment for Cause as provided in Section 6.3 or death or disability as provided in Sections 6.1 and 6.2 provided that the Employee to a location outside has given the Greater Philadelphia areaCompany written notice of the alleged basis for Good Reason and such basis remains uncured after twenty (20) day following the Company's receipt of the notice; (ii) the failure of the Company timely to pay the Employee's salary, bonus or benefits due the Employee or any material failure breach by the Company to comply with any material term of this Agreement, provided that the Employee has given the Company written notice of the alleged basis for Good Reason and such basis remains uncured after twenty (20) day following the Company's receipt of the notice; (iii) any change in the demotion of Company's pay plan or employment agreement with the Employee to a lesser position than described that results in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Employee's annual Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If or eligible Bonus amounts provided that the Employee shall terminate has given the Employee’s employment hereunder Company written notice of the alleged basis for Good Reason, Reason and such basis remains uncured after twenty (20) day following the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination Company's receipt of the Employee’s employment notice; (iv) notice by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of not renew this Section 4(e). The Employee may not resign with Good Reason Agreement pursuant to this Section 4(e)2, and shall not be considered to have done so for any purpose of this Agreement, unless or (Av) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after to obtain an agreement from any successor to the initial existence Company to assume and agree to perform this Agreement. Employee must provide notice of termination for Good Reason within thirty (30) days of the act or failure to act by the Company that constitutes “Good Reasondate Employee becomes aware of grounds for such termination.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may terminate the Employee’s employment by providing written notice to the Company of a breach constituting Good Reason. “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes ​ ​ ​ ​ “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may terminate the Employee’s her employment by providing at any time upon written notice to the Company of a breach constituting for Good Reason. “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this AgreementAgreement that is not corrected within 30 days after written notice from the Employee, which notice shall set forth the nature of the breach; (ii) the relocation following a Change of Control of the principal headquarters of the Company (or any successor hereto) to a location outside a radius of fifty (50) miles from Philadelphia, Pennsylvania; or (iii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefitsprovided, in the aggregatehowever, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee that Good Reason shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon not include a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e6(a), and shall not be considered to have done so for any purpose 6(b) or 6(c) hereof or, following a Change of this Agreement, unless (A) the Employee, within 60 days after the initial existence Control of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such noticea reduction in title, fails position, responsibilities or refuses to rescind such act or remedy such failure to act so duties substantially as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ a result of the Company on being acquired and made part of a larger entity or before that date that is six calendar months after operated as a subsidiary of another entity. For purposes hereof, “Change of Control” shall mean any transaction or series of related transactions: (a) as a result of which the initial existence holders of the act voting securities of Company outstanding immediately prior to such transaction would not continue to retain directly or failure to act indirectly (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity or otherwise), more than 50% of the total voting power represented by the voting securities of Company or the surviving entity outstanding immediately after such transaction or series of transactions; or (b) that constitutes “Good Reason.” If constitute the requirements sale, lease, transfer, exchange, exclusive license or other conveyance of all or substantially all of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ assets of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good ReasonCompany.”

Termination by the Employee for Good Reason. The Employee may terminate the Employee’s his employment hereunder if (i) there occurs a material breach by providing written notice to the Company of a breach constituting Good Reason. “Good Reason” shall be deemed to exist with respect to any termination provision of employment by the Employee for any of the following reasons: (i) a reassignment of the Employee to a location outside the Greater Philadelphia areathis Employment Agreement; or (ii) any material failure by the Board, in its reasonable discretion, determines to relocate the principal offices of the Company to comply with out of San Antonio, Texas, for any material term of this Agreementnecessary business purpose; or (iii) Employee is removed from the demotion position of the Employee to a lesser position Chief Operating Officer other than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement For Cause or as hereafter increaseda result of his death or Disability; or (iv) Employee is required to report to any person or persons other than the Direct Report even if the person(s) designated as the person(s) to whom Employee is to report has been so designated by the Direct Report and/or any other person(s); or (v) a material diminution in Employee duties, responsibilities or authority as provided in this Employment Agreement (or which Employee hereafter agrees to undertake) without Employee’s prior written consent; or (vi) Employee is required to travel on business from the Company’s principal office in San Antonio, TX for than fifteen (15) days in any three-month period, unless said travel relates to a road show or other meetings or presentations in connection with an offering of securities by the Executive’s Base Salary and benefitsCompany; or (vii) Employee receives a Non-Extension Notice or, in the aggregate, unless such reduction is part event of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If Business Combination where the Employee shall terminate Confirmation Condition is not timely satisfied; or (viii) the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment New Award has not been received by the Company without CauseGrant Date; in each case, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” has given the Company written notice within ninety (90) days of the occurrence of any event described in (i) through (vi) hereof and identifies the particular clause of this Section 4(eevent is not cured (if curable) that the Employee contends is applicable to such act or failure to act; within thirty (B30) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate and the Employee terminates his employment hereunder within thirty (30) days of the expiration of the aforesaid thirty (30) day cure period. For purposes of this Employment Agreement, a “Good ReasonReason Termination” for the means a termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure hereunder pursuant to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason6(e).”

Termination by the Employee for Good Reason. The Employee may terminate the Employee’s employment by providing this Agreement for good reason upon ninety (90) days written notice to the Company setting forth with specificity the grounds for termination upon the occurrence of a breach constituting Good Reason. “Good Reason” shall be deemed any of the following: (a) the failure of the Company to exist observe or comply with respect to any termination of employment its material obligations under this Agreement, if such failure has not been cured within 30 days after written notice thereof has been given by the Employee for any to the Company; (b) the dissolution of the following reasons: Company; or (ic) any merger in which the Company is not the surviving corporation and in which the stockholders of the Company own less than 50% of the voting securities of the merged entity upon the effectiveness of the merger, or any consolidation, sale of substantially all of the assets of the Company or change of control of the Company, provided the Employee has not approved the transaction by voting for it either as a director or shareholder. For purposes of clause (a) a reassignment material breach by the Company shall include a material change in the reporting responsibilities of the Employee such that the Employee is no longer reporting directly to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iii) the demotion Chief Executive Officer of the Employee to Company, provided however that a lesser position than described material change in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not constitute a material breach hereunder, a material reduction in benefits or other perquisites of office such that the Employee is not receiving the benefits set forth herein or the benefits and other perquisites generally granted for executive positions within the Company. For purposes of clause (c) above, a "change of control" shall be entitled presumed to have occurred if within any 12-month period a single person or entity, or related group of persons or entities, acquires 50% or more of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ outstanding voting stock of the Company Company. In the event of a termination for “Good Reason,” and good reason under this Section, the Company shall not be required to pay the Employee (i) his base salary as then in effect under Section 3.1 through the date of termination, (ii) any amount or provide any benefit that would otherwise have been due incentive compensation awarded to the Employee under this the Incentive Compensation Plan, but not yet paid, and (iii) the severance benefit set forth in Section 4(e) had the Employee resigned with “Good Reason4.2.”

Termination by the Employee for Good Reason. The Employee may terminate the Employee’s employment by providing written notice to the Company of a breach constituting at any time for Good Reason. For purposes of this Section 4.D., “Good Reason” shall be deemed to exist with respect to any mean a termination of employment by the Employee for any one or more of the following reasons: (i) a reassignment any material diminution of the Employee Employees’ title, duties, work responsibilities, authority, or status, or the assignment of duties that would typically be performed by a Chief Operating Officer and/or Head of Corporate Development to a location outside the Greater Philadelphia areasomeone other than Employee; (ii) a material negative change in Employee’s reporting structure such that Employee no longer reports directly to the CEO, or such that any material failure by the Company employee or position that previously reported directly to comply with any material term of this AgreementEmployee no longer reports directly to Employee; (iii) a Change in Control of Meira or the demotion of the Employee to a lesser position than described Company (as defined in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased5); or (iv) a material diminution of the Executive’s Base Salary and benefits, reduction at any time in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s then current Base Salary; (v) a change in Employee’s principal place of employment hereunder to a location more than 15 miles from Manhattan, New York; (vi) a breach by Meira or the Company of this Agreement, which breach is not remedied or corrected within 30 days after notice from the Employee to the Company of such breach; (vii) Meira’s or the Company’s insistence that Employee perform or condone any illegal conduct; or (viii) a hostile or abusive work environment or harassment (regardless of whether based on a statutorily protected characteristic such as race, age, religion, sex, sexual orientation, or the like, and regardless of whether such hostile or abusive work environment or harassment is severe or pervasive), including but not limited to verbal abuse such as the use of derogatory remarks, insults, and epithets; verbal, non-verbal, or physical conduct of a threatening, intimidating, or humiliating nature; the sabotage or undermining of Employee’s work performance; bullying; or retaliation for a good faith complaint that a hostile or abusive work environment or harassment exists. Upon termination by the Employee of Employee’s employment for Good ReasonReason under this Section 4.D., the Employee shall be entitled to receive the same rights and payments and benefits on the same terms and conditions as would be applicable upon a termination of the if Employee’s employment had been terminated by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the Meira for any reason other provisions of this Section 4(e). The Employee may not resign with Good Reason than Cause pursuant to this Section 4(e), and shall not be considered to have done so for any purpose 4.C. of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may terminate the Employee’s employment by providing written notice to the Company of a breach constituting Good Reason. “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) a reassignment of the Employee to a primary work location outside that is more than 50 miles from Garden City, New York, but only if the Greater Philadelphia areaCompany, in such instance, does not permit Employee to work remotely; (ii) any material failure by the Company to comply with any material term of this Agreement; (iii) the sustained demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions (including satisfaction of the provisions of Section 4(g)) as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that the Employee believes constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act cure the act(s) or remedy such failure to act so as to eliminate “Good Reason” for the termination by failure(s) that the Employee of claims to be Good Reason (the Employee’s employment relationship with the Company“Cure Period”), and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months 30 days after the initial existence of Cure Period ends with the Company not having cured the act or failure that the Employee claims to act by the Company that constitutes “be Good Reason.” . If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may terminate the Employee’s employment by providing this Agreement for good reason upon ninety (90) days written notice to the Company setting forth with specificity the grounds for termination upon the occurrence of a breach constituting Good Reason. “Good Reason” shall be deemed any of the following: (a) the failure of the Company to exist observe or comply with respect to any termination of employment its material obligations under this Agreement, if such failure has not been cured within 30 days after written notice thereof has been given by the Employee for any to the Company; (b) the dissolution of the following reasons: Company; or (c) any merger in which the Company is not the surviving corporation and in which the stockholders of the Company own less than 50% of the voting securities of the merged entity upon the effectiveness of the merger, or any consolidation, sale of substantially all of the assets of the Company or change of control of the Company, provided the Employee has not approved the transaction by voting for it either as a director or shareholder. For purposes of clause (a) a material breach by the Company shall include a material change in the reporting responsibilities of the Employee such that the Employee is no longer effectively serving as the President and Chief Executive Officer of the Company, a material reduction in benefits or other perquisites of office such that the Employee is not receiving the benefits set forth herein or the benefits and other perquisites generally granted for executive positions within the Company. For purposes of clause (c) above, a "change of control" shall be presumed to have occurred if within any 12-month period a single person or entity, or related group of persons or entities, acquires 50% or more of the outstanding voting stock of the Company. In the event of a termination for good reason under this Section, the Company shall pay the Employee (i) a reassignment his base salary as then in effect under Section 3.1 through the date of the Employee to a location outside the Greater Philadelphia area; termination, (ii) any material failure by incentive compensation awarded to the Company to comply with any material term of this Agreement; Employee under the Incentive Compensation Plan, but not yet paid, and (iii) the demotion of the Employee to a lesser position than described severance benefit set forth in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason4.2.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may terminate the Employee’s employment by providing written notice to the Company For purposes of a breach constituting this Agreement, "Good Reason. “Good Reason” " shall be deemed to exist with respect to any termination mean the occurrence of employment by the Employee for any of the following reasonsfollowing, without Employee's prior written consent: (iA) a reassignment material change, adverse to Employee, in Employee's positions, titles, or offices, status, rank, nature of responsibilities, or authority within the Employer, except in connection with the termination of Employee's employment for Cause, Disability, Normal Retirement or Approved Early Retirement, as a result of Employee's death, or as a result of action by Employee, (B) an assignment of any duties to Employee which are inconsistent with his duties, status, rank, responsibilities, and authorities in effect prior to a location outside the Greater Philadelphia area; Change in Control, (iiC) a decrease in annual base salary or other material benefits provided under this Agreement, unless such benefits are replaced by substantially similar benefits of another provider, (D) any material other failure by the Company Employer to comply with perform any material term obligation under, or breach by the Employer of any material provision of this Agreement; , provided however, the first two times the Employer defaults hereunder, the Employer shall be given notice of such default and not less than 30 days to correct the default, if correctable and the third time and thereafter that the Employer defaults hereunder, Employer shall have no opportunity to correct the default, (iiiE) any failure to secure the demotion Agreement of any successor corporation or other entity to the Employee Employer to a lesser position than described in Section 1 hereof or a substantial diminution of fully assume the Employee’s authority, duties or responsibilities as in effect on the date of Employer's obligations under this Agreement or as hereafter increased; or in a form reasonably acceptable to Employee, and (ivF) any attempt by the Employer to terminate Employee for Cause which does not result in a material diminution of the Executive’s Base Salary and benefitsvalid termination for Cause, except in the aggregate, unless case that valid grounds for termination for Cause exists but are corrected as permitted under Section 5(a)(ii). In the event of such reduction is part of a Company-wide reduction in compensation and/or benefits termination for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder for "Good Reason", the Employee shall be entitled to receive a payment in an amount equal to two times the same payments and benefits on current base salary plus the same terms and conditions as would be applicable upon a termination average of the Employee’s employment by annual bonuses paid to Employee during the Company without Cause, as provided in Section 4(d) and subject time he has been employed hereunder (not to the satisfaction of the other provisions of this Section 4(eexceed three years). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may at any time terminate this Agreement and Employee's employment with the Employee’s employment Company immediately for Good Reason (as defined in this Section 17) by providing written notice to advising the Company of a breach constituting Good Reasonsuch determination in writing. “Good Reason” shall be deemed to exist with respect to any In the event of such termination of employment by the Employee for shall have no right to receive any compensation or benefit hereunder or otherwise from the Company after the Termination Date other than: (a) unpaid Base Salary earned through the Termination Date; (b) any vested PARK Shares; (c) all then-outstanding Company equity-based awards held by Employee, to the extent subject to time-based vesting, shall vest in full as of the following reasons: Termination Date; (id) a reassignment an amount equal to twelve (12) months' Base Salary and Target Annual Incentive, to be paid in accordance with the Company's scheduled payroll practices; (e) incurred but unpaid business expense reimbursement pursuant to Section 7 hereof; (f) subject to Employee's valid election to continue healthcare coverage under Section 4980B of the Employee to a location outside Internal Revenue Code of 1986, as amended (the Greater Philadelphia area; "Code"), for the eighteen (ii18) any material failure by month period following the Termination Date, the Company shall continue to comply provide, at the Company's sole expense (whether through direct payment to the plan, reimbursement of COBRA premiums or otherwise in the Company's discretion), Employee and Employee's eligible dependents with any material term of this Agreement; (iii) coverage under its group health plans at the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the same levels as would have applied if Employee’s authority's employment had not been terminated, duties or responsibilities as based on Employee's elections in effect on the date of this Agreement or as hereafter increasedTermination Date; or (iv) a material diminution of the Executive’s Base Salary and benefitsprovided, in the aggregatehowever, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the Employee, within 60 days after the initial existence expiration of the act period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the CompanyCompany is otherwise unable to continue to cover Employee under its group health plans without incurring penalties (including without limitation, within 30 days after its receipt of such notice, fails or refuses pursuant to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee Section 2716 of the Employee’s employment relationship Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company premium payment shall thereafter be paid to Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof); and (g) any benefits provided pursuant to Section 6 hereof, subject to and in accordance with the Companyterms and conditions applicable thereto. It shall be a condition to Employee's right to receive the amounts and benefits provided for in (c), (d) and (Cf) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of in the preceding sentence are not fully satisfied on a timely basis, then the resignation by the that Employee from the employ of execute and deliver to the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due an effective Release within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the Termination Date and that Employee under this Section 4(e) had the Employee resigned with “Good Reasonnot revoke such Release during any applicable revocation period.”

Termination by the Employee for Good Reason. The Employee may terminate the Employee’s employment by providing this Agreement for good reason upon thirty (30) days written notice to the Company setting forth with specificity the grounds for termination upon the occurrence of a breach constituting Good Reason. “Good Reason” shall be deemed any of the following: (a) the failure of the Company to exist observe or comply with respect to any termination of employment its material obligations under this Agreement, if such failure has not been cured within 30 days after written notice thereof has been given by the Employee for any of to the following reasons: Company; (ib) a reassignment the failure of the Employee to be elected or reelected to the Board of Directors or its Executive Committee as provided in Section 1.3, (c) the dissolution of the Company; or (d) any merger in which the Company is not the surviving corporation and in which the stockholders of the Company own less than 50% of the voting securities of the merged entity upon the effectiveness of the merger, or any consolidation, sale of substantially all of the assets of the Company or change of control of the Company, provided the Employee has not approved the transaction by voting for it either as a location outside director or shareholder. For purposes of clause (a) a material breach by the Greater Philadelphia area; Company shall include a material change in the reporting responsibilities of the Employee such that the Employee is no longer effectively serving as the Chief Executive Officer of the Company, a relocation to offices that do not serve as the principle executive offices of the Company, a material reduction in benefits or other perquisites of office such that the Employee is not receiving the benefits set forth herein or the benefits and other perquisites generally granted for executive positions within the Company. For purposes of clause (d) above, a "change of control" shall be presumed to have occurred if within any 12-month period a single person or entity, or related group of persons or entities, acquires 50% or more of the outstanding voting stock of the Company. In the event of a termination for good reason under this Section, the Company shall pay the Employee (i) his base salary as then in effect under Section 3.1 through the date of termination, (ii) any material failure by incentive compensation awarded to the Company to comply with any material term of this Agreement; Employee under the Incentive Compensation Plan, but not yet paid, and (iii) the demotion of the Employee to a lesser position than described severance benefit set forth in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason4.6.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may terminate his employment for Good Reason provided the Employee resigns from all positions he holds at the Company or any subsidiary of the Company. For purposes of this Agreement, “Good Reason” means: (i) a material reduction in the Employee’s Base Salary; (ii) removal of Employee from the Employer’s Board of Directors by the Employer except if such removal was for cause; (iii) the Employer shall have had a Change in Control (as defined below); (iv) Employee’s receipt of a termination notice from the Employer seeking to terminate the Employee’s employment by providing written notice to in violation of Section 4(d); or (v) the Company of a Employer’s material breach constituting Good Reason. “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iii) the demotion provided that, within 90 days of the Employee Employer’s act or omission giving rise to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder resignation for Good Reason, the Employee shall be entitled notifies the Employer in a writing of the act or omission, the Employer fails to receive correct the same payments and benefits on the same terms and conditions as would be applicable upon a termination of act or omission within 30 days after receiving the Employee’s employment by written notice (the Company without Cause, as provided in Section 4(d“Cure Period”) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, actually terminates his employment within 60 days after the initial existence of date the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of Employer receives the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ notice; provided further that there shall be no Cure Period for removal of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ Board of Directors or a Change in Control. For the purposes of this Agreement a “Change in Control” shall mean any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of Employer, by contract or otherwise) of in excess of 50% of the Company shall voting securities of Employer, (b) Employer merges into or consolidates with any other person, or any person merges into or consolidates with Employer and, after giving effect to such transaction, the stockholders of Employer immediately prior to such transaction own less than 50% of the aggregate voting power of Employer or the successor entity of such transaction, (c) Employer sells or transfers all or substantially all of its assets to another person and the stockholders of Employer immediately prior to such transaction own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction, or (d) the Employer not be deemed to have been for “Good Reason,” nominating the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reasonreelection as a director.”

Termination by the Employee for Good Reason. The Employee may terminate the Employee’s employment by providing this Agreement for good reason upon ninety (90) days written notice to the Company setting forth with specificity the grounds for termination upon the occurrence of a breach constituting Good Reason. “Good Reason” shall be deemed any of the following: (a) the failure of the Company to exist observe or comply with respect to any termination of employment its material obligations under this Agreement, if such failure has not been cured within 30 days after written notice thereof has been given by the Employee for any to the Company; (b) the dissolution of the following reasons: Company; or (c) any merger in which the Company is not the surviving corporation and in which the stockholders of the Company own less than 50% of the voting securities of the merged entity upon the effectiveness of the merger, or any consolidation, sale of substantially all of the assets of the Company or change of control of the Company, provided the Employee has not approved the transaction by voting for it either as a director or shareholder. For purposes of clause (a) a material breach by the Company shall include a material change in the reporting responsibilities of the Employee such that the Employee is no longer effectively serving as the Chief Financial Officer of the Company, a material reduction in benefits or other perquisites of office such that the Employee is not receiving the benefits set forth herein or the benefits and other perquisites generally granted for executive positions within the Company. For purposes of clause (c) above, a "change of control" shall be presumed to have occurred if within any 12-month period a single person or entity, or related group of persons or entities, acquires 50% or more of the outstanding voting stock of the Company. In the event of a termination for good reason under this Section, the Company shall pay the Employee (i) a reassignment his base salary as then in effect under Section 3.1 through the date of the Employee to a location outside the Greater Philadelphia area; termination, (ii) any material failure by incentive compensation awarded to the Company to comply with any material term of this Agreement; Employee under the Incentive Compensation Plan, but not yet paid, and (iii) the demotion of the Employee to a lesser position than described severance benefit set forth in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason4.2.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may terminate the Employee’s his employment hereunder if (i) there occurs a material breach by providing written notice to the Company of a breach constituting Good Reason. “Good Reason” shall be deemed to exist with respect to any termination provision of employment by the Employee for any of the following reasons: (i) a reassignment of the Employee to a location outside the Greater Philadelphia areathis Employment Agreement; or (ii) any material failure by the Board, in its reasonable discretion, determines to relocate the principal offices of the Company to comply with out of San Antonio, Texas, for any material term of this Agreementnecessary business purpose; or (iii) Employee is removed from the demotion position of Chief Executive Officer and/or President or from the Employee to a lesser position Board, in each case other than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement For Cause or as hereafter increaseda result of his death or Disability; or (iv) Employee is required to report to any person or persons other than the Direct Report even if the person(s) designated as the person(s) to whom Employee is to report has been so designated by the Direct Report and/or any other person(s); or (v) a material diminution in Employee duties, responsibilities or authority as provided in this Employment Agreement (or which Employee hereafter agrees to undertake) without Employee’s prior written consent; or (vi) Employee is required to travel on business from the Company’s principal office in San Antonio, TX for than ten (10) days in any three-month period, unless said travel relates to a road show or other meetings or presentations in connection with an offering of securities by the Executive’s Base Salary and benefitsCompany; or (vii) Employee receives a Non-Extension Notice or, in the aggregate, unless such reduction is part event of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If Business Combination where the Employee shall terminate Confirmation Condition is not timely satisfied; or (viii) the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment New Award has not been received by the Company without CauseGrant Date; in each case, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” has given the Company written notice within ninety (90) days of the occurrence of any event described in (i) through (vi) hereof and identifies the particular clause of this Section 4(eevent is not cured (if curable) that the Employee contends is applicable to such act or failure to act; within thirty (B30) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate and the Employee terminates his employment hereunder within thirty (30) days of the expiration of the aforesaid thirty (30) day cure period. For purposes of this Employment Agreement, a “Good ReasonReason Termination” for the means a termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure hereunder pursuant to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason6(e).”

Termination by the Employee for Good Reason. The Employee may at any time terminate this Agreement and Employee's employment with the Employee’s employment Company immediately for Good Reason (as defined in this Section 17) by providing written notice to advising the Company of a breach constituting Good Reasonsuch determination in writing. “Good Reason” shall be deemed to exist with respect to any termination In the event of employment by such termination, the Employee for shall have no right to receive any compensation or benefit hereunder or otherwise from the Company after the Termination Date other than: (a) unpaid Base Salary earned through the Termination Date; (b) any vested PARK Shares; (c) all then-outstanding Company equity-based awards held by Employee, to the extent subject to time-based vesting, shall vest in full as of the following reasons: Termination Date; (id) a reassignment an amount equal to twenty-four (24) months' Base Salary and Target Annual Incentive, to be paid in accordance with the Company's scheduled payroll practices; (e) incurred but unpaid business expense reimbursement pursuant to Section 7 hereof; (f) subject to Employee's valid election to continue healthcare coverage under Section 4980B of the Employee to a location outside Internal Revenue Code of 1986, as amended (the Greater Philadelphia area; "Code"), for the eighteen (ii18) any material failure by month period following the Termination Date, the Company shall continue to comply provide, at the Company's sole expense (whether through direct payment to the plan, reimbursement of COBRA premiums or otherwise in the Company's discretion), Employee and Employee's eligible dependents with any material term of this Agreement; (iii) coverage under its group health plans at the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the same levels as would have applied if Employee’s authority's employment had not been terminated, duties or responsibilities as based on Employee's elections in effect on the date of this Agreement or as hereafter increasedTermination Date; or (iv) a material diminution of the Executive’s Base Salary and benefitsprovided, in the aggregatehowever, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the Employee, within 60 days after the initial existence expiration of the act period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the CompanyCompany is otherwise unable to continue to cover Employee under its group health plans without incurring penalties (including without limitation, within 30 days after its receipt of such notice, fails or refuses pursuant to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee Section 2716 of the Employee’s employment relationship Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company premium payment shall thereafter be paid to Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof); and (g) any benefits provided pursuant to Section 6 hereof, subject to and in accordance with the Companyterms and conditions applicable thereto. It shall be a condition to Employee's right to receive the amounts and benefits provided for in (c), (d) and (Cf) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of in the preceding sentence are not fully satisfied on a timely basis, then the resignation by the that Employee from the employ of execute and deliver to the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due an effective Release within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the Termination Date and that Employee under this Section 4(e) had the Employee resigned with “Good Reasonnot revoke such Release during any applicable revocation period.”

Termination by the Employee for Good Reason. The Employee may terminate the Employee’s employment by providing written notice to the Company of a breach constituting Good Reason. “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iiiii) the sustained demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions (including satisfaction of the provisions of Section 4(g)) as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that the Employee believes constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act cure the act(s) or remedy such failure to act so as to eliminate “Good Reason” for the termination by failure(s) that the Employee of claims to be Good Reason (the Employee’s employment relationship with the Company“Cure Period”), and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months 30 days after the initial existence of Cure Period ends with the Company not having cured the act or failure that the Employee claims to act by the Company that constitutes “be Good Reason.” . If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may shall have the right to terminate the Employee’s employment by providing written notice to the Company of a breach constituting for “Good Reason” upon thirty (30) days’ prior written notice. For purposes of this Agreement, “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: mean (i) a reassignment the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Employee to a location outside the Greater Philadelphia area; Employee, (ii) any a material failure by and adverse diminution in the Company to comply with any material term of this Agreement; Employee’s job duties, responsibilities or authority, (iii) a change in the demotion of location where the Employee is required to a lesser position than described perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 1 hereof or a substantial diminution of the Employee’s authority5 hereof, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder for Good Reasonbase salary, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination it being intended that an individual or aggregate reduction of more than 10% from the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions prior base salary level shall be considered material for purposes of this Section 4(e)Agreement. The Employee may not resign with Employee’s employment for Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) Employee gives the EmployeeCompany written notice of his objection to any event set forth above within 30 days following such event, within 60 days after the initial existence of the act or failure to act (B) such event is not corrected, in all material respects, by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after following its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) Employee resigns his employment with the Company not more than 30 days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event of a termination pursuant to this Section, in addition to any other payments or benefits to which the Employee actually resigns from may be entitled under the employ Company’s benefit plans then in effect, the Company shall pay to the Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s base salary as of the date of termination, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on or before that the Company’s first payroll date that is six calendar months after the initial existence termination date and will continue until the end of the act or failure to act by Benefit Period. For the Company that constitutes “Good Reason.” If avoidance of doubt, in the requirements event of the preceding sentence are not fully satisfied on a timely basistermination under this Section 7.E., then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee other payments under this Section 4(e) had Agreement except for the Employee resigned with “Good ReasonAccrued Obligations or as set forth in the immediately preceding sentence.”

Termination by the Employee for Good Reason. The Employee may shall have the right to terminate this Agreement for Good Reason (as defined below), at any time during the Employee’s employment by providing written notice to the Company of a breach constituting Good ReasonEmployment Period. Termination for “Good Reason” shall be deemed mean, during the Employment Period, (i) Employer’s assignment to exist the Employee, without his consent, of any duties other than those contemplated by Section 1(b) hereof, or any limitation of the powers of the Employee in any respect not contemplated by Section 1(b) hereof, (ii) removal of the Employee from or any failure to re-elect the Employee to the positions indicated in Section 1(b) hereof, (iii) any reduction in the Employee’s Salary, Bonuses, Equity Incentives, Vacations, Other Benefits or Expenses effected without the agreement of the Employee or as otherwise permitted by this Agreement, (iv) Employer’s requirement for Employee to permanently carry on his Duties and Responsibilities in any location other than the Washington, DC area, (v) Employer’s requirement for Employee to perform acts that constitute fraud, dishonestly or violation of the codes of professional ethics or conduct (as defined by the American Institute of Certified Public Accountants (AICPA)), (vi) a material failure on the part of Employer to perform its obligations hereunder, which failure is not remedied within thirty (30) days after written notice thereof is furnished by Employee to Company, (vii) any failures by the Employer to comply with respect Sections 1, 11 or 18 of this Agreement, or (viii) failure of the Employer to any maintain Directors and Officers liability insurance, with a minimum coverage of three (3) million dollars throughout the Employment Term. Any termination of employment by the Employee for any of Good Reason pursuant to this Section shall be given to the following reasons: (i) a reassignment of Employer in writing and shall set forth in detail all acts or omissions upon which the Employee is relying to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits terminate his Employment for all of its senior executivesGood Reason. If the Employee shall terminate the Employee’s employment hereunder terminates his Employment for Good Reason, as defined in this Section 3(d) the Employee shall be entitled to receive his accrued and unpaid Salary, bonus and other benefits through the same payments termination date and benefits on the same terms and conditions receive Severance Payments as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided defined in Section 4(d3(c) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reasonabove.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

Termination by the Employee for Good Reason. The Employee may shall have the right to terminate for “Good Reason” upon thirty (30) days’ prior written notice. For purposes of this Agreement, “Good Reason” shall mean (i) the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Employee, (ii) a material diminution in the Employee’s job title or job description as set forth on Exhibit A or (iii) a change in the location where the Employee is required to perform his duties and responsibilities which exceeds 50 miles from the location specified in Section 4 hereof. The Employee cannot terminate his employment by providing for Good Reason unless he has provided written notice to the Company of a breach constituting the existence of the circumstances providing grounds for termination for Good ReasonReason within thirty (30) days of the initial existence of such grounds and the Company has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances. “If the Employee does not terminate his employment for Good Reason” shall Reason within thirty (30) days after the first occurrence of the applicable grounds, then the Employee will be deemed to exist have waived his right to terminate for Good Reason with respect to such grounds. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within thirty (30) days following such event, (B) such event is not corrected, in all material respects, by the Company within thirty (30) days following its receipt of such notice and (C) Employee resigns his employment with Company not more than thirty (30) days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event of a termination pursuant to this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee (i) his base salary through the date of termination, and (ii) provided that the Employee executes within twenty-one (21) days after termination of employment by and does not revoke a general release of claims against the Employee for any Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, and otherwise complies with the terms of this Section 6.E., on the thirtieth (30th) day following reasons: termination of employment, an amount in cash, payable in one (1) lump sum, equal to the sum of (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; six (ii6) any material failure by the Company to comply with any material term of this Agreement; (iii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution months of the Employee’s authority, duties or responsibilities base salary as in effect on of the date of this Agreement or as hereafter increased; or termination and (ivii) a material diminution of if and only if the Executive’s Base Salary and benefits, in termination occurs during the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder for Good ReasonInitial Period, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination number of months of the Employee’s employment by base salary as of the Company without Cause, as provided in Section 4(d) and subject date of termination that is equal to the satisfaction number of months remaining in the Initial Period at the time of the other provisions termination. For the avoidance of doubt, in the event of a termination under this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e)6.E., and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of other payments under this Agreement except for the benefits to Accrued Obligations or as set forth in the immediately preceding sentence, which the Employee would have been entitled if the Employee had resigned from the employ of such payments shall be made by the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under within thirty (30) days of termination pursuant to this Section 4(e) had the Employee resigned with “Good ReasonSection.”

Termination by the Employee for Good Reason. The Employee may shall have the right to terminate the Employment Period for Good Reason (as hereinafter defined), provided, that, not later than sixty (60) days following the occurrence of the event giving rise to the alleged "Good Reason," the Employee shall have given the Corporation written notice of the Employee’s 's decision to terminate his employment by providing (specifying the alleged "Good Reason" in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same within thirty (30) days after receipt of such notice, or, if cure cannot be fully accomplished within thirty (30) days, the Corporation shall not have commenced cure within thirty (30) days after receipt of such notice and cured the alleged "Good Reason" as soon as possible thereafter. Notwithstanding the foregoing, if the event giving rise to "Good Reason" is the occurrence of a Change of Control, the Employee shall, at any time following the occurrence of the Change of Control, be entitled to terminate his employment for Good Reason upon not less than sixty (60) days written notice to the Company of a breach constituting Good ReasonCorporation. “Good Reason” shall be deemed to exist with respect to any termination of employment In the event that the Employment Period is terminated by the Employee for any of the following reasons: (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive to, and his sole remedies shall be, the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided for in Section 4(d7(d) and subject to the satisfaction of the other provisions of this Section 4(e)hereof. The Employee may not resign with "Good Reason pursuant to this Section 4(e), and Reason" shall not be considered to have done so for any purpose of this Agreement, unless mean (Ai) the Employee, within 60 days after the initial existence of the act or failure assignment to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of duties inconsistent with, or the diminution of, the Employee’s 's positions, titles, offices, duties, responsibilities or status from those set forth in Section 2 hereof, or a change without good cause in the Employee's reporting responsibilities, (ii) a reduction in the Employee's Salary or the Guaranteed Portion of the 1999 Bonus, (iii) a material reduction in the Employee's benefits or perquisites (other than a reduction pursuant to the last sentence of Section 5 hereof); (iv) a requirement that Employee change his place of principal employment relationship with to a location other than the Company, and metropolitan New York area; or (Cv) the Employee actually resigns from the employ occurrence of the Company on or before that date that is six calendar months after the initial existence a Change of the act or failure to act by the Company that constitutes “Good ReasonControl.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”