Constructive Termination Following a Change in Control. Means one or more of the following events that occurs within one (1) year after the occurrence of any Change in Control: (i) without Regel's express written consent, the assignment to Regel of any duties, or any limitation of Regel's responsibilities, substantially inconsistent with his positions, duties, responsibilities and status with the Company immediately prior to the date of the Change in Control; (ii) without Regel's express written
... consent, the removal of Regel from his position with the Company as held by him immediately prior to the Change in Control, except in connection with the termination of Regel's employment with the Company for Cause; (iii) without Regel's express written consent, the relocation of the principal place of Regel's employment to a location that is more that fifty (50) miles from his principal place of employment immediately prior to the date of the Change in Control, or the imposition of travel requirements on Regel substantially inconsistent with such travel requirement existing immediately prior to the date of the Change in Control; (iv) any failure by the company to pay, or any reduction by the Company of (A) Regel's base salary in effect immediately prior to the date of the Change in Control (unless reductions comparable in amount and duration are concurrently made for all other employees of the Company with responsibilities, organizational level and title comparable to Regel), or (B) Regel's bonus compensation in effect immediately prior to the date of the Change in Control (subject to applicable performance requirements with respect to the actual amount of bonus compensation earned by Regel and all other participants in the bonus program); (v) any failure by the Company to (A) continue to provide Regel with the opportunity to participate, on term no less favorable than those in effect for the benefit of any executive, management or administrative group which customarily includes a person holding the employment position or a comparable position with the company then held by Regel any benefit 5 or compensation plans and programs, including, but not limited to, the Company's life, disability, health, dental, medical, saving, profit sharing, stock purchase and retirement plans which Regel was participating immediately prior to the date of change in Control, or their equivalent (provided, that any changes or terminations of such existing benefit or compensation plans or program shall not be a Constructive Termination within the meaning of this paragraph if the changed plan or program or replacement plan or program provides equivalent or more favorable benefit or compensation to Regel), or (B) provide Regel with all other fringe benefit (or their equivalent) from time to time in effect for the benefit of any executive, management or administrative group which customarily includes a person holding the employment position with the Company then held by Regel; or (vi) any failure or refuse of a successor company to assume the Company's obligation under this Employment Agreement as required by paragraph 15; provided, however, that Regel's resignation as a result of any of the foregoing events shall be a voluntary resignation, and not a resignation following Constructive Termination Following a change in Control, unless Regel gives written notice of any such event(s) to the Board and allows the Company at least ten days thereafter to correct such condition(s).
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