SEARCHING FOR AND OBTAINING A NEW POSITION, THE LOCATION OF SUCH OFFICE SPACE TO
BE REASONABLY DETERMINED BY EMPLOYEE.
11.
OTHER AGREEMENTS.
11.1.
COMPANY AGREES THAT THE COMPANY MAY NOT RELOCATE
ITS PRINCIPAL EXECUTIVE OFFICES TO A LOCATION OUTSIDE OF 15 MILES OF THE CURRENT
CORPORATE HEADQUARTERS IN PHILADELPHIA, PENNSYLVANIA WITHOUT THE CONSENT OF
EMPLOYEE.
11.2.
IN THE EVENT OF TERMINATION OF EMPLOYEE'S
EMPLOYMENT HEREUNDER PURSUANT TO SECTIONS 9.3, 9.4 OR 9.6, AT EMPLOYEE'S
ELECTION GIVEN BY WRITTEN NOTICE TO THE COMPANY WITHIN 30 DAYS OF SUCH
TERMINATION (PROVIDED SUCH PERIOD SHALL BE EXTENDED AT THE ELECTION OF EMPLOYEE
TO TERMINATE ONE DAY AFTER THE EMPLOYEE COULD EFFECT THE TRANSACTION WITHOUT
INCURRING LIABILITY UNDER SECTION 16(B) OF THE SECURITIES EXCHANGE ACT OF 1934),
THE COMPANY SHALL BE OBLIGATED TO REPURCHASE ALL VESTED OPTIONS OF THE COMPANY
OWNED BY EMPLOYEE AT A PRICE EQUAL TO THE CLOSING PRICE OF THE COMMON STOCK ON
THE DATE OF SUCH REQUEST LESS THE EXERCISE PRICE OF SUCH OPTIONS (THE "AGGREGATE
REPURCHASE PRICE").
UPON SUCH ELECTION, THE COMPANY WILL PAY IN IMMEDIATELY
AVAILABLE FUNDS, THE AGGREGATE REPURCHASE PRICE TO EMPLOYEE AND EMPLOYEE WILL
RELINQUISH ALL SUCH OPTIONS TO THE COMPANY.
11.3.
IN THE EVENT THAT EMPLOYEE'S EMPLOYMENT HEREUNDER
IS TERMINATED PURSUANT TO SECTIONS 9.3, 9.4, 9.6 OR 9.7, EMPLOYEE SHALL BE
ENTITLED TO ONE OPPORTUNITY TO REQUEST THE COMPANY TO REGISTER ALL OF THE COMMON
STOCK THEN OWNED BY THE EMPLOYEE WHICH IS NOT COVERED BY AN EFFECTIVE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "UNREGISTERED COMMON
STOCK"), PURSUANT TO THE TERMS OF THE REGISTRATION RIGHTS AND RIGHT OF CO-SALE
AGREEMENT DATED MAY, 1992 BETWEEN CERTAIN STOCKHOLDERS OF THE COMPANY (INCLUDING
THE EMPLOYEE) AND THE COMPANY (THE "REGISTRATION AGREEMENT").
IN THE EVENT OF
SUCH EMPLOYMENT TERMINATION, EMPLOYEE SHALL ALSO HAVE THE UNLIMITED RIGHT TO
HAVE HIS UNREGISTERED COMMON STOCK REGISTERED IN ANY REGISTRATION BY THE COMPANY
OF ITS COMMON STOCK UNDER THE SECURITIES ACT OF 1933, AS AMENDED (OTHER THAN
PURSUANT TO REGISTRATIONS ON FORM S-4 AND FORM S-8).
12.
SURVIVAL OF PROVISIONS.
THE PROVISIONS OF
THIS AGREEMENT SET FORTH IN SECTIONS 7, 8, 11, 14 AND 21 HEREOF SHALL SURVIVE
THE TERMINATION OF EMPLOYEE'S EMPLOYMENT HEREUNDER.
12
13.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE COMPANY AND EMPLOYEE AND
THEIR RESPECTIVE SUCCESSORS, EXECUTORS, ADMINISTRATORS, HEIRS AND/OR PERMITTED
ASSIGNS; PROVIDED, HOWEVER, THAT NEITHER EMPLOYEE NOR THE COMPANY MAY MAKE ANY
ASSIGNMENTS OF THIS AGREEMENT OR ANY INTEREST HEREIN, BY OPERATION OF LAW OR
OTHERWISE, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES HERETO, EXCEPT
THAT, WITHOUT SUCH CONSENT, THE COMPANY MAY ASSIGN THIS AGREEMENT TO ANY
SUCCESSOR TO ALL OR SUBSTANTIALLY ALL OF ITS ASSETS AND BUSINESS BY MEANS OF
LIQUIDATION, DISSOLUTION, MERGER, CONSOLIDATION, TRANSFER OF ASSETS, OR
OTHERWISE, PROVIDED THAT SUCH SUCCESSOR ASSUMES IN WRITING ALL OF THE
OBLIGATIONS OF THE COMPANY UNDER THIS AGREEMENT, SUBJECT, HOWEVER, TO EMPLOYEE'S
RIGHTS TO