CIC Good Reason. For termination by the Executive of the Executive's employment means the occurrence (without the Executive's express written consent) during any Change in Control Period, of any one of the following acts by the Company, or failures by the Company to act, unless such act or failure to act is corrected prior to the date of termination specified in the notice of termination given in respect thereof: (i) a significant adverse change or diminution in the Executive's authority,
... duties, responsibilities or reporting requirements as in effect immediately prior to the Change in Control Period or the assignment to the Executive of any duties or responsibilities which are inconsistent with such role or position(s) (including status, offices, titles, public company status and reporting requirements), or any removal of the Executive from, or any failure to reappoint or reelect the Executive to, such position(s), including as a member and Chair of the Board, but excluding for this purpose an isolated, insubstantial, inadvertent and immaterial action not taken in bad faith and that is remedied promptly after receipt of notice thereof given by the Executive; (ii) a reduction of more than ten percent (10%) in the Executive's total annual target compensation (as compared to the Executive's total annual target compensation immediately prior to the Change in Control), other than pursuant to an across-the-board reduction in total annual target compensation which applies to all similarly situated executives of the Company and any acquirer; (iii) the failure to continue to provide the Executive with employee benefits substantially similar to those enjoyed by the Executive under any pension, life insurance, medical, health, accident and disability plans, or any retirement plan for which the Executive is eligible immediately prior to the time of the Change in Control Period; or 6 (iv) the Company requiring the Executive to be based at an office that is greater than 50 miles from where the Executive's office is located immediately prior to the Change in Control Period except for required travel on the Company's business to an extent substantially consistent with the business travel obligations which the Executive undertook on behalf of the Company prior to the Change in Control Period; provided, however, that the Executive's termination of employment shall not be deemed to be for CIC Good Reason unless (A) the Executive has delivered to the Company written notice describing the occurrence of one or more CIC Good Reason events within sixty (60) days of such occurrence, (B) the Company fails to cure such CIC Good Reason event or events within thirty (30) days after its receipt of such written notice and (C) the Executive delivers to the Company a notice of termination of employment for CIC Good Reason within thirty (30) days after the expiration of the 30-day cure period.
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CIC Good Reason. Shall exist in the event any of the following actions are taken without an Eligible Individual's consent: (i) a material reduction in the Eligible Individual's position, authority, power, functions, duties or responsibilities compared to the Eligible Individual's position, authority, power, functions, duties or responsibilities as of the CIC Effective Date; (ii) the Eligible Individual's primary work location being moved more than fifty (50) miles from the Eligible Individual's primary work
... location immediately prior to the relocation; (iii) the Company or any of its Affiliates materially reduces the Eligible Individual's Base Salary; or 2 (iv) if the Eligible Individual is a party to an employment agreement with the Company, any material breach of such employment agreement by the Company.
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