Force Out. Means (i) a change in duties, responsibilities, status or positions with the Company or successor company, which, in the Grantee's reasonable judgment, does not represent a promotion from or maintaining of the Grantee's duties, responsibilities, status or positions as in effect immediately prior to the Change-in-Control, or any removal of the Grantee from or any failure to reappoint or reelect the Grantee to such
... positions, except in connection with the termination of the Grantee's employment for Cause, Disability, retirement or death; 7 (ii) a reduction by the Company or such successor company in the Grantee's base salary as in effect immediately prior to the Change-in-Control; (iii) the failure by the Company or such successor company to provide and credit the Grantee with the number of paid vacation days to which the Grantee is then entitled in accordance with the Company or such successor company's normal vacation policies as in effect immediately prior to the Change-in-Control; (iv) the Company or such successor company requiring the Grantee to be based in an office located beyond a reasonable commuting distance from the Grantee's residence immediately prior to the Change-in-Control, except for required travel relating to the Company or such successor company's business to an extent substantially consistent with the business travel obligations which the Grantee undertook on behalf of the Company or such successor company prior to the Change-in-Control; (v) the failure by the Company or such successor company to obtain from any successor to the Company or such successor company an agreement to be bound by this Agreement and the Employment Agreement; (vi) any refusal by the Company or such successor company to continue to allow the Grantee to attend to matters or engage in activities not directly related to the business of the Company or such successor company which, prior to the Change in-Control, the Grantee was permitted by the Company or such successor company's Boards of Directors to attend to or engage in; or (vii) the failure by the Company or such successor company to continue in effect any of the benefit plans, programs or arrangements in which the Grantee is participating at the time of the Change-in-Control of the Company or such successor company (unless the Grantee is permitted to participate in any substitute benefit plan, program or arrangement with substantially the same terms and to the same extent and with the same rights as the Grantee had with respect to the benefit plan, program or arrangement that is discontinued) other than as a result of the normal expiration of any such benefit plan, program or arrangement in accordance with its terms as in effect at the time of the Change-in-Control, or the taking of any action, or the failure to act, by the Company or such successor company which would adversely affect the Grantee's continued participation in any of such benefit plans, programs or arrangements on at least as favorable a basis to the Grantee as is the case on the date of the Change-in-Control or which would materially reduce the Grantee's benefits in the future under any of such benefit plans, programs or arrangements or deprive the Grantee of any material benefits enjoyed by the Grantee at the time of the Change-in-Control.
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