BE.
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(D)
FOR GOOD REASON.
AT THE ELECTION OF THE EXECUTIVE, FOR GOOD
REASON. FOR PURPOSES OF THIS AGREEMENT, "GOOD REASON" SHALL MEAN ANY OF THE
FOLLOWING ACTIONS OR OMISSIONS OCCURRING WITHOUT THE EXECUTIVE'S WRITTEN
CONSENT, PROVIDED THE EXECUTIVE NOTIFIES THE COMPANY OF HIS DETERMINATION THAT
GOOD REASON EXISTS, WITH SUCH NOTIFICATION TO OCCUR WITHIN 60 DAYS OF THE TIME
AT WHICH THE EXECUTIVE KNOWS OR SHOULD KNOW OF THE ACTION OR OMISSION ON WHICH
SUCH DETERMINATION IS BASED:
(I)
FAILURE BY THE COMPANY TO RENEW THIS AGREEMENT ON SUBSTANTIALLY
SIMILAR TERMS AT THE CONCLUSION OF THE INITIAL TERM OR OF EITHER SUCCESSOR TERM,
(II)
A MATERIAL REDUCTION OF THE EXECUTIVE'S DUTIES, RESPONSIBILITIES
OR REPORTING REQUIREMENTS, OR THE ASSIGNMENT TO THE EXECUTIVE OF ANY DUTIES,
RESPONSIBILITIES, OR REPORTING REQUIREMENTS THAT ARE INCONSISTENT WITH HIS
POSITIONS AS EXECUTIVE VICE PRESIDENT, AS THE CASE MAY BE,
(III)
A REDUCTION BY THE COMPANY IN THE EXECUTIVE'S ANNUAL BASE SALARY,
(IV)
A MATERIAL REDUCTION OR LOSS OF EMPLOYEE BENEFITS OR MATERIAL
FRINGE BENEFITS, BOTH IN TERMS OF THE AMOUNT OF THE BENEFIT AND THE LEVEL OF THE
EXECUTIVE'S PARTICIPATION THEREIN, ENJOYED BY THE EXECUTIVE UNDER THE EMPLOYEE
BENEFIT AND WELFARE PLANS OF THE COMPANY, INCLUDING WITHOUT LIMITATION SUCH
BENEFITS AS GROUP HEALTH, DENTAL, 401(K), ACCIDENT, DISABILITY INSURANCE, OR
GROUP LIFE INSURANCE, THAT IS CAUSED BY THE COMPANY EXCEPT AS IS REQUIRED BY
APPLICABLE LAW,
(V)
ABSENT THE EXECUTIVE'S PRIOR WRITTEN CONSENT, THE REQUIREMENT BY
THE COMPANY THAT THE PRINCIPAL PLACE OF BUSINESS AT WHICH THE EXECUTIVE PERFORMS
HIS DUTIES BE CHANGED TO A LOCATION THAT IS OUTSIDE OF A 35 MILE RADIUS OF
NEWTOWN SQUARE, PENNSYLVANIA.
(VI)
A MATERIAL BREACH BY THE COMPANY OF ANY PROVISION OF THIS
AGREEMENT THAT CONTINUES FOR A PERIOD OF THIRTY (30) DAYS AFTER EXECUTIVE
PROVIDES WRITTEN NOTICE TO THE COMPANY OF SUCH BREACH.
8.
EFFECTS OF TERMINATION.
(A)
BY THE COMPANY WITHOUT CAUSE; BY THE EXECUTIVE FOR GOOD REASON.
IN THE EVENT OF A TERMINATION OF THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY
WITHOUT CAUSE OR BY THE EXECUTIVE FOR GOOD REASON, THEN THE COMPANY SHALL PAY
THE EXECUTIVE AS FOLLOWS:
(I)
AN AMOUNT EQUAL TO TWO (2) TIMES (AND TWO (2) TIMES IF, IN
CONNECTION WITH A CHANGE OF CONTROL, EITHER THE EXECUTIVE TERMINATES EMPLOYMENT
WITH THE COMPANY FOR GOOD REASON OR THE COMPANY TERMINATES THE EXECUTIVE WITHOUT
CAUSE), THE EXECUTIVE'S BASE SALARY AND ANNUAL INCENTIVE BONUS (DETERMINED AT
THE SUPERIOR LEVEL FOR BOTH COMPENSATION AND INDIVIDUAL PERFORMANCE FOR THE YEAR
IN WHICH THE TERMINATION OF EMPLOYMENT OCCURS) (THE "APPLICABLE AMOUNT"),
PROVIDED, HOWEVER, THAT IN THE EVENT OF A RESIGNATION BY THE EXECUTIVE FOR GOOD
REASON PURSUANT TO SECTION 7(D)(I) AFTER NOTICE OF NON-RENEWAL OF THIS AGREEMENT
BY THE COMPANY WITH RESPECT TO THE SECOND SUCCESSOR TERM, THE MULTIPLIER SHALL
BE LIMITED TO ONE (1) TIMES THE APPLICABLE AMOUNT, AND
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(II)
THE PRORATED AMOUNT OF THE ANNUAL INCENTIVE BONUS AT THE SUPERIOR
LEVEL FOR BOTH CORPORATE AND INDIVIDUAL PERFORMANCE BASED OFF OF THE PRIOR