Effective Termination. The occurrence of any of the following circumstances without the Executive's express written consent if (x) the Executive provides written notice to the Company of the occurrence of the circumstances which, if not corrected, the Executive believes constitute an Effective Termination within a reasonable time after the Executive has knowledge of such circumstances, (y) the Company fails to correct the circumstances within 15
... days after such notice, and (z) the Executive resigns within 90 days after the date of delivery of the notice referred to in clause (x) above: (i) a change in the Executive's duties and responsibilities such that the Executive is no longer an "executive officer" of the Company within the meaning of Rule 3b-7 under the Securities Exchange Act of 1934, or a significant adverse change occurring after a Change in Control in the nature, scope or status of the Executive's authorities or duties from those in effect immediately prior to the Change in Control; (ii) a reduction in the Executive's annual base salary other than a reduction which (A) is made prior to and not in anticipation of a Change in Control, and (B) is applied on an equal percentage basis to all of the Company's executive officers; (iii) the failure by the Company after a Change in Control to provide the Executive with target bonus opportunities on a basis not materially less favorable than the basis on which such opportunities were provided prior to the Change in Control; or (iv) the relocation of the Company's principal executive offices to a location more than fifty miles from the location of such offices on the date hereof or the Company requiring the Executive to be based anywhere other than the Company's principal executive offices.
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