Material Adverse Change in Employment

Material Adverse Change in Employment. Means: (1) Without Delvin's express written consent, which consent may be withheld in Delvin's sole discretion; (i) any reduction of duties materially inconsistent with Delvin's position immediately prior to a Change in Control; or (ii) a change in Delvin's reporting responsibilities as in effect immediately prior to a Change in Control; or (iii) any removal of Delvin from or any failure to reelect or reappoint Delvin to Delvin's position immediately prior to a Change in Control, except (a) in... connection with Delvin's termination for Cause or due to death or Disability, or (b) upon Delvin's retirement; or (2) A reduction in Delvin's aggregate base salary or a reduction or elimination of any compensation or benefit plan benefiting Delvin, winch reduction or elimination does not generally apply to substantially all similarly situated employees of the Company; or (3) The relocation of the office at which Delvin regularly performs Delvin's duties for the Company ("Delvin's Office") which relocation is more than 30 miles outside the city limits of Bend, Oregon, and which relocation of Delvin's Office is not consented to by Delvin, which consent may be withheld in Delvin's sole discretion. View More