HAS THE SAME MEANING AS USED IN
SECTION 280G(B)(1) OF THE CODE.
5.6.4.
"GOOD REASON" MEANS ANY OF THE FOLLOWING, WITHOUT THE EXECUTIVE'S
PRIOR CONSENT: (A) A MATERIAL, ADVERSE CHANGE IN TITLE, AUTHORITY OR DUTIES
(INCLUDING THE ASSIGNMENT OF DUTIES MATERIALLY INCONSISTENT WITH THE EXECUTIVE'S
POSITION); (B) A REDUCTION IN BASE SALARY OR BONUS OPPORTUNITY (DESCRIBED IN
PARAGRAPH 4.2.1); OR (C) A RELOCATION OF THE EXECUTIVE'S PRINCIPAL WORKSITE MORE
THAN 50 MILES.
HOWEVER, NONE OF THE FOREGOING EVENTS OR CONDITIONS WILL
CONSTITUTE GOOD REASON UNLESS THE EXECUTIVE PROVIDES THE COMPANY WITH WRITTEN
OBJECTION TO THE EVENT OR CONDITION WITHIN 30 DAYS FOLLOWING THE OCCURRENCE
THEREOF, THE COMPANY DOES NOT REVERSE OR OTHERWISE CURE THE EVENT OR CONDITION
WITHIN 30 DAYS OF RECEIVING THAT WRITTEN OBJECTION, AND THE EXECUTIVE RESIGNS
HIS EMPLOYMENT WITHIN 30 DAYS FOLLOWING THE EXPIRATION OF THAT CURE PERIOD.
6.
MISCELLANEOUS.
6.1.
CONFIDENTIALITY AND NON-COMPETE AGREEMENT.
EXECUTIVE'S RIGHTS
UNDER THIS AGREEMENT ARE SUBJECT TO HIS IMMEDIATE EXECUTION OF, AND CONTINUED
COMPLIANCE WITH, THE RESTRICTIVE COVENANT AGREEMENT ATTACHED HERETO AS
EXHIBIT B.
6.2.
NO LIABILITY OF OFFICERS AND DIRECTORS UPON INSOLVENCY.
NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, EXECUTIVE HEREBY
(A) WAIVES ANY RIGHT TO CLAIM PAYMENT OF AMOUNTS OWED TO HIM, NOW OR IN THE
FUTURE, PURSUANT TO THIS AGREEMENT FROM DIRECTORS OR OFFICERS OF THE COMPANY IF
THE COMPANY BECOMES INSOLVENT, AND (B) FULLY AND FOREVER RELEASES AND DISCHARGES
THE COMPANY'S OFFICERS AND DIRECTORS FROM ANY AND ALL CLAIMS, DEMANDS, LIENS,
ACTIONS, SUITS, CAUSES OF ACTION OR JUDGMENTS ARISING OUT OF ANY PRESENT OR
FUTURE CLAIM FOR SUCH AMOUNTS.
6.3.
OTHER AGREEMENTS.
EXECUTIVE REPRESENTS AND WARRANTS TO THE
COMPANY THAT THERE ARE NO RESTRICTIONS, AGREEMENTS OR UNDERSTANDINGS WHATSOEVER
TO WHICH HE IS A PARTY THAT WOULD PREVENT OR MAKE UNLAWFUL HIS EXECUTION OF THIS
AGREEMENT, THAT WOULD BE INCONSISTENT OR IN CONFLICT WITH THIS AGREEMENT OR
EXECUTIVE'S OBLIGATIONS HEREUNDER, OR THAT WOULD OTHERWISE PREVENT, LIMIT OR
IMPAIR THE PERFORMANCE BY EXECUTIVE OF HIS DUTIES UNDER THIS AGREEMENT.
4
6.4.
SUCCESSORS AND ASSIGNS.
THE COMPANY MAY ASSIGN THIS AGREEMENT TO
ANY SUCCESSOR TO ITS ASSETS AND BUSINESS BY MEANS OF LIQUIDATION, DISSOLUTION,
SALE OF ASSETS OR OTHERWISE.
THE DUTIES OF EXECUTIVE HEREUNDER ARE PERSONAL TO
EXECUTIVE AND MAY NOT BE ASSIGNED BY HIM.
6.5.
GOVERNING LAW AND ENFORCEMENT.
THIS AGREEMENT WILL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA,
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.
ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE INSTITUTED IN A STATE OR
FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA, AND EXECUTIVE AND THE COMPANY
HEREBY CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION OF SUCH COURT(S) AND
HEREBY WAIVE ANY OBJECTION(S) THAT THEY MAY HAVE TO PERSONAL JURISDICTION, THE
LAYING OF VENUE OF ANY SUCH PROCEEDING AND ANY CLAIM OR DEFENSE OF INCONVENIENT
FORUM.
6.6.
WAIVERS.
THE WAIVER BY EITHER PARTY OF ANY RIGHT HEREUNDER OR OF
ANY BREACH BY THE OTHER PARTY WILL NOT BE DEEMED