Demotion

Demotion. Will be deemed to have occurred if any of the following changes with respect to your employment with the Company shall occur during the two-year period immediately following a Change in Control and prior to your Normal Retirement Date and not be remedied within 15 days after written notice thereof from you to the Company: (i) a significant adverse change in the nature or scope of the powers, functions, titles, working environment, frequency or mode of business travel, responsibilities or duties... in respect of the Company or Emulex which you had immediately prior to the Change in Control; (ii) a reduction of your annual aggregate cash compensation below the sum of your annual fixed or base compensation as in effect immediately prior to the Change in Control plus the highest annual average of the aggregate bonuses or incentive payments of cash compensation in addition to fixed or base compensation paid to you for your services in any two of the last three full fiscal years of the Company immediately preceding the fiscal year of the Company in which the Change in Control occurred (or such lesser number of full fiscal years during which you were employed by the Company if less than three); (iii) a reduction of the Employee Benefits which you were receiving immediately prior to the Change in Control below the comparable employee benefits provided by the Company to its other executive officers from time to time; or (iv) relocation of the principal executive offices of the Company to, or any requirement of you to have as your principal location of work at, any place which is more than 50 miles from the location thereof immediately prior to the Change in Control. The parties acknowledge that, in the event of a Change in Control, it may be mutually advantageous for you and your employer to discuss and implement changes in your employment on a trial basis even though such employment changes may constitute a "Demotion" under the terms of this Agreement. Accordingly, any change with respect to your employment to which you do not object will not constitute a Demotion; provided, however, that your acceptance on a trial basis of a change which would otherwise constitute a Demotion will not constitute a waiver of your right to object to such change subsequently and to treat such change as a Demotion if it is not remedied within 15 days after written notice to the Company of your unwillingness to continue accepting such change. View More

Demotion. Shall mean the reduction of the Optionee's salary grade, job classification or title (the Optionee's job classification or title shall govern in cases where said job classification or title are not defined by means of a salary grade) with the Company or a Subsidiary to a level at which stock options have not been granted within the three years preceding such demotion.

Demotion. Means a transfer to a position with Constellation Energy Group or a subsidiary of Constellation Energy Group that either (a) is substantially below the position in which the participant was employed on the date of transfer, or (b) results in a substantial reduction in pay when compared to the participant's pay on the date of the transfer. Whether a position is a substantially below another position shall be determined in the reasonable discretion of the Committee, with reference to factors... including whether the participant retains principal responsibility for a department or division, and whether the participant remains eligible for the perquisites enjoyed by the participant before the position change. View More

Demotion. Shall mean a material 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, without the Employee's express written consent. Such reduction shall not be considered a "Demotion" unless (i) the Employee gives the Company written notice of such reduction within 90 days after such reduction occurs and (ii) the Company fails to remedy such reduction within 30 days after receiving... the Employee's written notice. View More

Demotion. Shall mean a material 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, without the Employee's express written consent.

Demotion. Shall mean, in relation to a Participant, his ceasing to be a Global Partner other than by reason of the termination of his employment with the Company or a Subsidiary;