Post-Change of Control Good Reason

Post-Change of Control Good Reason. If, on or following a Change of Control, without the Employee's express written consent, any of the following shall occur: (i) The Assignment to Employee of any material duties inconsistent with Employee's status or position with FIC, or any other action by FIC that results in a substantial diminution in such status or position, excluding any isolated, insubstantial, or inadvertent action not taken in bad faith and which is remedied by FIC promptly after receipt of notice thereof from Employee.... (ii) A material reduction by FIC in Employee's annual Base Salary or target incentive in effect immediately prior to the First Change in Control Event or Termination; (iii) The failure by FIC to continue to provide Employee with benefits at least as favorable in the aggregate to those enjoyed by Employee under FIC's pension, life insurance, medical, health and accident, disability, deferred compensation, incentive awards, employee stock options or savings plans in which Employee was participating at the time of the First Change in Control Event, the taking of any action by FIC that would directly or indirectly materially reduce any of such benefits or deprive Employee of any material fringe benefit enjoyed at the time of the First Change in Control Event, or the failure by FIC to provide Employee with the number of paid vacation days to which Executive is entitled at the time of the First Change in Control Event, but excluding any failure or action by FIC that is not taken in bad faith and which is remedied by FIC promptly after receipt of notice thereof from Employee; (iv) FIC requiring Employee to relocate to any place other than a location within forty miles of the location at which Employee performed his primary duties immediately prior to the First Change in Control Event, or if Employee is based at FIC's principal executive offices to a location more than forty miles from its location immediately prior to the First Change in Control Event, except for required travel on FIC business to an extent substantially consistent with Employee's prior business travel obligations; or (v) The failure of the Company to obtain agreement form any successor to assume and agree to perform this Agreement, as contemplated in Section 22(b). View More