Material Demotion

Material Demotion. Shall mean, without the Employee's consent, a material reduction in the Employee's authority, duties or responsibilities as in effect prior to the Effective Date with respect to (and only with respect to) the positions of President and Chief Operating Officer, or the assignment to the Employee of any duties and responsibilities which are materially inconsistent with and adverse to such authority, duties and responsibilities. For avoidance of doubt, and notwithstanding the last sentence of... Section 2.3 of the Agreement (which provides that "Employee may be re-assigned or transferred to another management position, as designated by the Board or the CEO, which may or may not provide the same level of responsibility as the initial assignment"), if during the Transition Period the then-serving CEO or the Board transfers or reassigns Employee to a position other than President and Chief Operating Officer, Employee shall be eligible to resign and receive the Severance Benefits under this 2014 Amendment on account of a "Material Demotion." View More