16 CIC Participant. Means a Participant: (a) whose employment was terminated by the Company (other than for Cause) on or following the Change of Control, but before payment of the CIC Incentive Award; or (b) whose employment was terminated by the Company (other than for Cause) before the Change of Control; or (c) who terminated employment for one of the following reasons: (1) a reduction in the Participant's authority, duties, titles, status or responsibilities from those in effect immediately prior to the
... Change of Control or the assignment to the Participant of duties or responsibilities inconsistent in any respect from those of the Participant in effect immediately prior to the Change of Control, but excluding any action or omission by the Company that is immaterial, isolated, insubstantial and inadvertent and which was not taken in bad faith by the Company and is remedied by the Company promptly after receipt of notice thereof given by the Participant; or (2) a reduction by the Company in either the Participant's annual base salary or guideline (target) bonus that results in an annual base salary or guideline (target) bonus of which is less than 95% of what was in effect immediately prior to the Change of Control; or (3) the failure of the Company to continue in effect any material incentive compensation plan or arrangement (unless replacement plans providing Participant with substantially similar benefits are adopted) or the Company takes any action that would adversely affect Participant's participation in any such plan or arrangement or reduce Participant's incentive compensation opportunities under such plan or arrangement, as the case may be; or (4) the Company requires the Participant to be based anywhere other than the Participant's then present work location or a location within fifty (50) miles from the then present location; or (5) with respect to any Participant who is a member of the Company's Board of Directors immediately prior to the Change of Control, any failure of the members of the Company to elect or re-elect, or of the Company to appoint or re-appoint, the Participant as a member of such Board of Directors; (d) who was, immediately before the Change of Control, eligible for a prorated award under the provisions of Section 8.3; or (e) who was employed by the Company on the date of the Change of Control and who does not incur a termination for Cause before payment of the CIC Incentive Award, in the event that, prior to the end of the calendar year in which the Change of Control occurred, either: (1) the Plan is terminated; or (2) the performance measures and/or performance targets for the applicable Plan Year are changed or modified, resulting in a decrease in the amount of any CIC Incentive Award otherwise payable. Annual Incentive Plan provided, however, that (i) in the case of a Participant whose employment terminates under subsection 1.6 (b) the Change of Control actually occurs within (1) one year following the employment termination and, (ii) in the case of a termination under subsection 1.6 (c) (1)-(4), the Participant shall give the Company notice within 90 days following an act or omission to act by the Company hereunder that would constitute a reason for Participant resignation under subsection 1.6 (c)(1)-(4), and the Company shall have 30 days from the date of such notice to cure the circumstances or events giving rise to Participant's right to resign under subsection 1.6 (c)(1)-(4), if capable of being cured, so as to eliminate the existence of good reason (pursuant to subsection 1.6 (c)(1)-(4)), for Participant's resignation, and, in the event the Company does not cure such circumstances or events, then unless the Participant terminates his or her employment upon the expiration of the foregoing 30-day cure period, Participant's continued employment after the expiration of such 30-day cure period shall constitute Participant's consent to, and a waiver of Participant's rights with respect to, such act or failure to act. Participant's right to terminate Participant's employment for good reason (pursuant to subsection 1.6 (c)(1)-(4)). Participant's determination that an act or failure to act constitutes good reason shall be presumed to be valid unless such determination is deemed by an arbitrator to be unreasonable and not to have been made in good faith by Participant; and provided further, if Participant terminates his or her employment with the Company prior to, but within six months of, the date on which a Change of Control occurs, and it is reasonably demonstrated by a Participant that such termination of employment by Participant under the circumstances would have constituted good reason to terminate under subsection 1.6 (c) (1)-(4) if the circumstances arose on or after a Change of Control, then such termination shall be deemed a qualified termination under subsection 1.6 (c) (1)-(4)
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