Document nm9QGbj319nVNLxKBNgEeLGOz

Company Name - PNEUMO ABEX COUP VEW Filing Date 12/i 1/1996 other conduct on the part of the Executive which would make the Executive's continued employment by the Company materially prejudicial to the best interests of the Company, the Com o pany may at any time by written notice to the Executive terminate the Term and, upon sucn termination, this Agreement shall terminate and the Executive shall be entitled to receive no further amounts or benefits hereunder, except any as shall have been earned to the date of such termination 4 4 Company Breach. In the event of the breach of any material provision of this Agreement by the Company, the Executive shall be entitled to terminate the Term upon 60 days' prior written notice to the Company Upon such termination, or in the event the Company terminates the Term or this Agreement other than pursuant to the provisions of Section 4 2 or 4 3, the Company shall continue to provide the Executive (l) payments of Base Salary, in the manner and amount specified in Section 3 1, (n) performance bonuses, in the manner and amount specified m Section 3 2 and (in) fringe benefits and additional benefits m the manner and amounts specified m Section 3.5 until the end of the Term (as in effect immediately prior to such termination) or, if the Company has not then given written notice of non-renewal pursuant to Section 2 2, for a period of twelve months after the last day of the month in which termination described in this Section 4 4 occurred, whichever is longer (the "Damage Period") The Company's obligations pursuant to this Section 4 4 are subject to the Executive's duty to mitigate damages by seeking other employment provided, however, that the Executive shall not be required to accept a position of lesser importance or of substantially different character than the position held with the Company immediately prior to the effective date of termination or m a location outside of the Philadelphia, Pennsylvania metropolitan area To the extent that the Executive shall earn compensation during the Damage Period (without regard to when such compensation is paid), the Base Salary and bonus payments to be made by the Company pursuant to this Section 4 4 shall be correspondingly reduced 4.5 Litigation Expenses. Except as provid ed for in Section 5.7, if the Company and the Executive become involved in any action, suit or proceeding relating to the alleged breach of this Agreement by the Company or the Executive, and if a judgment m such action, suit or proceeding is rendered in favor of the Executive, the Company shall reimburse the Executive for all expenses (including reasonable attorneys' fees) incurred by the 6 Executive in connection with such action, suit or proceeding. Such costs shall be paid to the Executive promptly upon presentation of expense statements or other supporting information evidencing the incurrence of such expenses. 5 Protection of Confidential Information; Disclosure Page 6S