Involuntary or Constructive Termination. Shall mean (i) without the Executive's express written consent, the assignment to the Executive of any duties
or the significant reduction of the Executive's duties, either of which is inconsistent with the Executive's position with the Company and responsibilities in effect immediately prior to such
assignment, or assignment; (ii) without the Executive's express written consent, the removal of the Executive from
the Executive's position as Vice President, Finance/Chief Financial... Officer/Treasurer of the Company; (iii) without the Executive's express written consent, the reduction of the Executive's duties with respect to the financial, accounting and treasury functions of the Company (the "CFO Functions"); (iv) the reduction of the Executive's duties with respect to functions other than the CFO Functions; provided, however, that if there are valid business reasons for requesting such position a reduction of the Executive's duties, the Company shall have the right to request Executive's express written consent, and responsibilities; (ii) such consent shall not be unreasonably delayed or withheld by the Executive; (v) without the Executive's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Executive immediately prior to such reduction; (iii) (vi) a reduction by the Company in the Base Compensation of the Executive as in effect immediately prior to such reduction; (iv) (vii) a material reduction by the Company in the kind or level of employee benefits to which the Executive is entitled immediately prior to such reduction with the result that the Executive's overall benefits package is significantly reduced; (v) (viii) without the Executive's express written consent, any relocation of the Executive to a facility Executive's job or a location office more than 30 40 miles from the Executive's then present location, without the Executive's express written consent; (vi) current job or office; (ix) any purported termination of the Executive Executive's employment by the Company which is not effected other than for Disability Cause or for Cause, as a result of the Executive's death or Disability, or any purported termination for which the grounds relied upon are not valid; (x) any breach by the Company of its obligations under this Agreement, including but not limited to any failure to timely pay salary or (vii) benefits; or (xi) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 8 9 below.
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