Substantial Breach

Substantial Breach. Without the Employee's prior consent: (1) a material reduction in the Employee's responsibilities hereunder; provided, that it shall not be deemed to be a Substantial Breach if Employee's duties are revised so long as he remains in a position of at least a senior manager within the Company; (2) a material reduction by the Company in the Base Salary of Employee except to the extent permitted under Section 4(a) hereof; (3) any willful failure or willful breach by the Company of any material... obligations of this Agreement; and (4) a change in location of Employee's office within the two-year period on and after a Change in Control, that is fifty (50) miles or more from the office where Employee was located as of the Effective Date. The Employee must give written notice of termination to the Company of a Substantial Breach within 90 days of the occurrence of any event which constitutes Substantial Breach. The Company shall have thirty (30) days after written notice thereof by the Employee to the Company's Board of Directors to remedy the occurrences of clause (1) through (4) above. Notwithstanding any language in this Agreement to the contrary, if the Company fails to remedy the occurrences of clause (1) through (4) above in accordance with the preceding sentence, the effective date of Employee's termination shall not be less than thirty (30) nor more than thirty-five (35) days after the date the notice of termination is given to the Company by Employee View More

Substantial Breach. Any material breach by the Company of its obligations to compensate the Employee pursuant to the terms and conditions of this Agreement, provided, however, that Substantial Breach shall not include a termination of the Employee's employment for Cause or due to death or Disability, and provided, further, that no Substantial Breach shall be deemed to exist at any time that a basis for termination for Cause exists