Termination by You For Good Reason. Shall mean the termination by you of your employment with the Company Group after you properly notify the Board in writing within ninety (90) days of the initial occurrence of any of the following circumstances and the Company does not remedy the circumstance within thirty (30) days of such notice, and following such thirty (30) day period, you deliver a Notice of Termination in accordance with Section 12, provided that such circumstance occurs without your express written consent, after a
... Change in Control, and during the term of this Agreement: (i) the material diminution of your authority, duties, or responsibilities from those in effect immediately prior to a Change in Control (including, without limitation, if you are an executive officer of the Company prior to a Change in Control, ceasing to be an executive officer of the surviving company); (ii) A material reduction in your annual base salary and/or annual target bonus as in effect on the date hereof, or as the same may be increased from time to time, except that this clause (ii) shall not apply to across-the-board salary reductions similarly affecting all executives of the Company and all executives of any Person in control of the Company); (iii) A material change in the geographic location at which you are required to be based (including, without limitation, the Company Group requiring you to relocate outside of the metropolitan area in which you were based immediately prior to the Change in Control), except for required travel on the Company Group's business to an extent substantially consistent with your business travel obligations immediately prior to the Change in Control; 5 (iv) The failure by the Company Group to continue in effect any material compensation or benefit plan, vacation policy or any material perquisites in which you participate immediately before the Change in Control (except to the extent such plan terminates in accordance with its terms), unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan in connection with the Change in Control, or the failure by the Company Group to continue your participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of your participation relative to other participants, than existed at the time of the Change in Control; or (v) The failure of the Company to obtain agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 11. A Termination by You For Good Reason shall be deemed to occur if, after a Change in Control, there occurs any termination or purported termination by the Company Group of your employment which is not accompanied by any Notice of Termination required by Section 12, and does not comply with the notice requirements (if applicable) of Section 1(p) (defining Termination by the Company For Cause). A termination by you of your employment shall not fail to be a Termination by You For Good Reason merely because of your Disability, or because your employment continued after the occurrence of any of the events listed in this subsection. Notwithstanding anything herein to the contrary, in the event of a Termination by you for Good Reason under Section 1(r)(i), no benefits are payable to you under the Agreement if, before the second (2nd) anniversary of a Potential Change in Control (A) you voluntarily terminate your employment or (B) the Company remedies the circumstance described in Section 1(r)(i).
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