CONSTRUCTIVE TERMINATION FOR GOOD REASON. Means: (i) the Participant is assigned to any duties or responsibilities that are not comparable to the Participant's position, offices, duties, responsibilities or status with the Employer at the time of the Change in Control, or the Participant's reporting responsibilities or titles are changed and the change results in a reduction of the Participant's responsibilities or position with the Employer; (ii) the level of benefits (qualified and executive) or compensation
... (individual base compensation and short and long-term incentive opportunity) provided to the Participant is reduced below the comparable level payable to similarly situated executives at the Employer; or (iii) the Participant is actually transferred, or offered a proposed transfer, as evidenced in a written communication from the Employer to the Participant, to another location other than the location at which he was primarily employed immediately preceding the Change in Control, unless that new location is a major operating unit or facility of the Employer that is located within 50 miles of the Participant's primary location as of the date immediately preceding a transfer; provided, however, (1) the Participant, within thirty (30) days from the date that he is given written notice by the Employer of such actual or proposed transfer, shall provide the Committee or the Board with written notice that the transfer shall constitute a Constructive Termination for Good Reason, (2) the Employer, within twenty (20) days of receipt of the notice, fails to provide the Participant with written notice rescinding the actual or proposed transfer and (3) if the Employer does not rescind the transfer, the Participant must terminate his employment due to Constructive Termination for Good Reason within forty (40) days following expiration of the twenty (20)-day period so that in any event the Participant shall have terminated his employment with the Employer within ninety (90) days after the Participant first receives written notice from the Employer of such actual or proposed transfer.
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