Reduction in Authority or Responsibility. Shall mean, during the Term of Employment, (i) the assignment to the Executive, within six (6) months before or any time after a Change in Control, of any duties that are materially inconsistent in any respect with the Executive's position (which may include status, offices, titles, and reporting requirements), authority, duties, or responsibilities as in effect immediately prior to such assignment, or (ii) any other action by the Company which results in a diminution in such position,
... authority, duties, or responsibilities, excluding for this purpose (A) an isolated, insubstantial, and inadvertent action taken in good faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive, or (B) any temporary Reduction in Authority or Responsibility while the Executive is absent from active service on any approved disability, or other approved leave of absence. By way of example, a reduction under this subsection (cc) shall include, but not be limited to: (A) The removal of any division, business or operating unit, or other business organization from the direct managerial responsibility of the Executive, or material reduction in the size or scope of responsibility or operating budget of any division, business, operating unit, or other business organization for which the Executive has direct managerial responsibility; or -5- (B) A reduction in the Executive's authority to legally bind the Company without first obtaining any additional authority or approval. It is intended by this definition that a Change in Control by itself, absent a Reduction in Authority or Responsibility as described above, will not constitute Good Reason.
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