Change in Control Involuntary Termination

Change in Control Involuntary Termination. “Change in Control Involuntary Termination” shall mean (i) without the Employee’s express written consent, a significant reduction of the Employee’s duties, position or responsibilities relative to the Employee’s duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction... in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity shall not constitute a “Change in Control Involuntary Termination;” (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee’s base salary as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) without the Employee’s express written consent, the relocation of the Employee to a facility or a location more than fifty (50) miles from his current location; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or 2 (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 7 below. View More

Change in Control Involuntary Termination. (i) any termination by the Company other than for Cause (not including a termination as a result of Employee's death or disability), or (ii) Employee's voluntary termination for Good Reason, in each case in connection with, or within the period ending twelve (12) months following the effective date of a Change in Control.

Change in Control Involuntary Termination. Shall mean: (i) any termination by the Company other than for Cause, death or disability, or (ii) Employee's voluntary termination for Good Reason (as defined in this Section 3(c)), in each case in connection with, or within (A) ninety (90) days prior to the effective date of a Change in Control or (B) twelve (12) months following the effective date of a Change in Control. For purposes of this Section 3(c), "Good Reason" shall mean that Employee has complied with the "Good Reason Process"... following the occurrence of any of the following events: (i) a material diminution in Employee's responsibilities, authority or duties; (ii) a material diminution in the authority, duties, or responsibilities of the supervisor to whom Employee is required to report [including a requirement that Employee report to a corporate officer or other employee instead of reporting directly to the board of directors of a corporation (or similar governing body with respect to an entity other than a corporation) if Employee is the CEO]; (iii) a material diminution in Employee's base salary, target annual bonus amount or paid bonus amount (relative to the last annual bonus paid), in each case other than in connection with a general decrease in base salaries, target annual bonuses or paid annual bonuses, as applicable, for most officers of the successor corporation; or (iv) a change in the geographic location at which Employee provides services to the Company by more than fifty (50) miles. View More