Prescribed Termination. The termination of the Executive's employment with the Company by reason of: (i) the termination of the Executive's employment by the Company or any Group Company that employs him for a reason or reasons other than Gross Misconduct; or (ii) the resignation of the Executive following any of following events, if such event occurs without the Executive's express written consent: (a) a substantial reduction of the Executive's duties, position or responsibilities relative to the Executive's duties,
... position or responsibility in effect immediately prior to such reduction, unless the reduction occurs solely by virtue of the Company being acquired and made part of a larger entity; (b) 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 (c) a reduction by the Company of the Executive's base salary as in effect immediately prior to such reduction by more than 10% unless such reduction is made in connection with a reduction in base salary of employees of the Company generally; (d) a material reduction by the Company in the kind or level of employee benefits to which the 3 Executive is entitled immediately prior to such reduction with the result that the Executive's overall benefits package is significantly reduced, unless such reduction is made in connection with a reduction in the kind or level of employee benefits of employees of the Company generally; (e) the relocation of the Executive to a location more than 100 miles from his current location; provided that if such relocation is more than 50 miles from the Executive's current location, the Company shall reimburse the Executive's reasonable relocation expenses.
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