Common use of Involuntary Termination Clause in Contracts

Involuntary Termination. Involuntary Termination" shall mean (i) without the Employee's express written consent, a reduction of the Employee's duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) without the Employee's express written consent, a reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's base salary or Target Bonus (as set forth in Section 4) in effect immediately prior to such reduction; (iv) a reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) miles from his current location; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 below. 9.

Involuntary Termination. “Involuntary Termination" ” shall mean (i) without the Employee's ’s express written consent, a significant reduction of the Employee's ’s duties, position or responsibilities relative to the Employee's ’s duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) without the Employee's ’s express written consent, a material reduction by the Company of the facilities and perquisites (including office space and location) available to the Employee Employee’s base salary as in effect immediately prior to such reduction; (iii) without Employee’s express written consent, a reduction by the Company of the Employee's base salary or Target Bonus (as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits (including cash and stock bonus plans) to which the Employee is entitled immediately prior to such reduction with the result that the which results in a material adverse change to Employee's overall benefits package is significantly reduced’s employment relationship; (viv) without the Employee's ’s express written consent, the relocation of the Employee to a facility or a location that results in an increase in Employee’s one-way commute from Employee’s residence immediately prior to such relocation by more than thirty-five fifty (3550) miles from his current locationmiles; (viv) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not validCause; or (viivi) a material breach of this Agreement by the Company, including, but not limited to the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 below. 97.

Involuntary Termination. Involuntary Termination" shall mean (i) ----------------------- without the Employee's express written consent, a the significant reduction of the Employee's duties, position authority or responsibilities responsibilities, relative to the Employee's duties, position authority or responsibilities as in effect immediately prior to such reduction, or the removal assignment to Employee of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable reduced duties, position and authority or responsibilities; (ii) without the Employee's express written consent, a reduction substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of in the Employee's base salary or Target Bonus (target bonus of the Employee as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is was entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirtytwenty-five (3525) miles from his current the Employee's then present location, without the Employee's express written consent; (vi) any purported termination of the Employee by the Company which that is not effected for Cause Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 7(a) below. 9; or (viii) any act or set of facts or circumstances that would, under California case law or statute constitute a constructive termination of the Employee.

Involuntary Termination. “Involuntary Termination" ” shall mean (i) without the Employee's ’s express written consent, a significant reduction of the Employee's ’s duties, position or responsibilities relative to the Employee's ’s duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) without the Employee's ’s express written consent, a reduction substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's ’s base salary or Target Bonus (as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's ’s overall benefits package is significantly reduced; (v) without the Employee's ’s express written consent, the relocation of the Employee to a facility or a location more than thirtytwenty-five (3525) miles from his current location; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 6 below. 9.

Involuntary Termination. Involuntary Termination" shall mean (i) without the Employee's express written consent, a the assignment to the Employee of any duties or the significant reduction of the Employee's duties, position or responsibilities relative to either of which is inconsistent with the Employee's duties, position or with the Company and responsibilities in effect immediately prior to such reductionassignment, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) without the Employee's express written consent, a reduction substantial reduction, without good business reasons, of the facilities and perquisites (including office space space, support staff and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the Base Compensation of the Employee's base salary or Target Bonus (Employee as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) 50 miles from his current the Employee's then present location, without the Employee's express written consent; (vi) any purported termination of the Employee by the Company which is not effected for Cause Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement agreement by any successors contemplated in Section 11 8 below. 9.

Involuntary Termination. Involuntary Termination" shall mean (i) without the Employee's express written consent, a significant reduction of the Employee's duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) without the Employee's express written consent, a reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's base salary or Target Bonus (target bonus as set forth in Section 4) in effect immediately prior to such reduction; (iviii) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (viv) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirtytwenty-five (3525) miles from his current employment location; (viv) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (viivi) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 6 below. 9.

Involuntary Termination. “Involuntary Termination" ” shall mean (i) without the Employee's ’s express written consent, a significant reduction of the Employee's ’s duties, position or responsibilities relative to the Employee's ’s duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) without the Employee's ’s express written consent, a reduction substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's ’s base salary or Target Bonus (target bonus as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's ’s overall benefits package is significantly reduced; (v) without the Employee's ’s express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) miles from his current location; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 6 below. 9.

Involuntary Termination. Involuntary Termination" shall mean (i) mean, without the Employee's express written consent, (i) a significant reduction of the Employee's duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of the Company remains as such following a Change of Control but is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an "Involuntary Termination;" (ii) a substantial reduction, without the Employee's express written consentgood business reasons, a reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's base salary or Target Bonus (as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five fifty (3550) miles from his current work location; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 5 below. 9.

Involuntary Termination. “Involuntary Termination" ” shall mean (i) mean, without the Employee's ’s express written consent, (i) a reduction of the Employee's duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such substantial reduction, or the removal of the Employee from such positionwithout good business reasons, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) without the Employee's express written consent, a reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iiiii) a reduction by the Company in the Base Compensation of the Employee's base salary or Target Bonus (Employee as set forth in Section 4) in effect immediately prior to such reduction, other than a reduction which is part of and generally consistent with a general reduction of comparable employee salaries; (iviii) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's ’s overall benefits package is significantly reduced, other than a reduction which is part of and generally consistent with a general reduction of comparable employee benefit packages; (viv) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) 25 miles from his current Employee’s then present location, without Employee’s express written consent; (viv) any purported termination of the Employee by the Company which is not effected affected for Cause death, Disability or for which the grounds relied upon are not validCause; or (viivi) the failure of the Acquiror or the Company to obtain the assumption of this Agreement agreement by any successors contemplated in Section 11 9 below. 9.

Involuntary Termination. Involuntary Termination" shall mean (i) ----------------------- without the Employee's express written consent, a significant reduction of the Employee's duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such reductionresponsibilities, or the removal of the Employee from such position, duties position and responsibilities, unless the Employee is provided with a comparable position (i.e., a position of equal or greater organizational level, duties, position authority, compensation and responsibilitiesstatus); (ii) without the Employee's express written consent, a reduction substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the Base Compensation of the Employee's base salary or Target Bonus (Employee as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) 25 miles from his current the Employee's then present location, without the Employee's express written consent; (vi) any purported termination of the Employee by the Company which is not effected affected for Cause Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement agreement by any successors contemplated in Section 11 7 below. 9.

Involuntary Termination. “Involuntary Termination" ” shall mean (i) without the Employee's ’s express written consent, a the assignment to the Employee of any duties or the reduction of the Employee's ’s duties, either of which results in a significant diminution in the Employee’s position or responsibilities relative to with the Employee's duties, position or responsibilities Corporation in effect immediately prior to such reductionassignment, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) without the Employee's ’s express written consent, a substantial reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company Corporation in the Base Compensation of the Employee's base salary or Target Bonus (Employee as set forth in Section 4) in effect immediately prior to such reduction, other than a uniform reduction applicable to all executives generally; (iv) a material reduction by the Company Corporation in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's ’s overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) 50 miles from his current the Employee's then present location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company Corporation which is not effected for Cause Disability or for which the grounds relied upon are not validCause; or (vii) the failure of the Acquiror or the Company Corporation to obtain the assumption of this Agreement agreement by any successors contemplated in Section 11 7 below. 9.

Involuntary Termination. “Involuntary Termination" ” shall mean mean, without the Employee’s express written consent: (i) without the Employee's express written consent, a assignment to the Employee of any duties or the reduction of the Employee's ’s duties, either of which results in a significant diminution in the Employee’s position or responsibilities relative to with the Employee's duties, position or responsibilities Corporation in effect immediately prior to such reductionassignment, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) without the Employee's express written consent, a substantial reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company Corporation in the Base Compensation of the Employee's base salary or Target Bonus (Employee as set forth in Section 4) in effect immediately prior to such reduction, other than a uniform reduction applicable to all executives generally; (iv) a material reduction by the Company Corporation in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's ’s overall benefits package is significantly reduced, other than a uniform reduction applicable to all executives generally; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five fifty (3550) miles from his current the Employee’s then present location; (vi) any purported termination of the Employee by the Company Corporation which is not effected for Cause Disability or for which the grounds relied upon are not validCause; or (vii) the failure of the Acquiror or the Company Corporation to obtain the assumption of this Agreement agreement by any successors contemplated in Section 11 7 below. 9.

Involuntary Termination. Involuntary Termination" shall mean (i) without the Employee's express written consent, a significant reduction of the Employee's duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such reductionresponsibilities, or the removal of the Employee from such position, duties position and responsibilities, unless the Employee is provided with a comparable position (i.e., a position of equal or greater organizational level, duties, position authority, compensation and responsibilitiesstatus); (ii) without the Employee's express written consent, a reduction substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a significant reduction by the Company in the Base Compensation of the Employee's base salary or Target Bonus (Employee as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) 50 miles from his current the Employee's then present location; (vi) any purported termination of the Employee by the Company which is not effected for Cause Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 8 below. 9.

Involuntary Termination. Involuntary Termination" shall mean (i) without the Employee's express written consent, a the significant reduction of the Employee's duties, position authority or responsibilities relative to the Employee's duties, position or authority and responsibilities as in effect immediately prior to such reduction, reduction or the removal of assignment to the Employee from of such position, duties and responsibilities, unless the Employee is provided with comparable reduced duties, position and authority or responsibilities; (ii) without the Employee's express written consent, a reduction substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee's express written consent, a reduction by the Company in the base compensation of the Employee's base salary or Target Bonus (Employee as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) 30 miles from his current the Employee's then present location, without the Employee's express written consent; (vi) any purported termination of the Employee by the Company which is not effected for Cause Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement agreement by any successors contemplated in Section 11 6 below. 9.

Involuntary Termination. Involuntary Termination" shall mean (ia) without the Employee's express written consent, a significant reduction of the Employee's duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (iib) without the Employee's express written consent, a reduction substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iiic) a reduction by the Company of the Employee's base salary or Target Bonus (Base Salary as set forth in Section 4) in effect immediately prior to such reduction; (ivd) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (ve) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five fifty (3550) miles from his current locationthe location of the Company's principal office; (vif) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (viig) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 below. 97(i).

Involuntary Termination. Involuntary Termination" shall mean (i) without the Employee's express written consent, a the assignment to the Employee of any duties or the reduction of the Employee's duties, either of which results in a significant diminution in the Employee's position or responsibilities relative to with the Employee's duties, position or responsibilities Company in effect immediately prior to such reductionassignment, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) without the Employee's express written consent, a reduction substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the Base Compensation of the Employee's base salary or Target Bonus (Employee as set forth in Section 4) in effect immediately prior to such reduction, other than a bonus reduction resulting from application of a bonus formula or plan on a basis that is consistent with prior practice; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) 25 miles from his current the Employee's then present location, without the Employee's express written consent; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not validCompany; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 12.0 below. 9; or (viii) any purported termination of the Employee's employment by the Company which is not effected pursuant to a notice of termination satisfying the requirements of Section 10.02 below, and for purposes of this Agreement, no such purported termination shall be effective unless it complies with Section 10.02 below.

Involuntary Termination. “Involuntary Termination" ” shall mean (i) without the Employee's ’s express written consent, a significant reduction of the Employee's ’s duties, position or responsibilities relative to the Employee's ’s duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable or greater duties, position and responsibilities; (ii) without the Employee's ’s express written consent, a reduction substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a reduction by the Company of the Employee's ’s base salary or Target Bonus (as set forth in Section 4) in effect immediately prior to such reductionreduction except as part of a general reduction in the base salaries of executives; (iv) a reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's ’s express written consent, the imposition of a requirement for the relocation of the Employee to a facility or a location more than thirty-five (35) 50 miles from his the Employee’s current work location; (viv) any purported termination of the Employee Employee’s employment by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (viivi) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 6 below. 9.

Involuntary Termination. Involuntary Termination" shall mean (i) without the Employee's express written consent, a significant reduction of the Employee's duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such reductionresponsibilities, or the removal of the Employee from such position, duties position and responsibilities, unless the Employee is provided with a comparable position (i.e., a position of equal or greater organizational level, duties, position authority, compensation and responsibilitiesstatus); (ii) without the Employee's express written consent, a reduction substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a significant reduction by the Company in the base compensation of the Employee's base salary or Target Bonus (Employee as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee Employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) 30 miles from his current the Employee's then present location; (vi) any purported termination of the Employee by the Company which is not effected due to the permanent disability of Employee, or for Cause or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 6(a) below. 9.

Involuntary Termination. Involuntary Termination" shall mean (i) without the Employee's express written consent, a the assignment to the Employee of any duties or the significant reduction of the Employee's duties, position or responsibilities relative to either of which is materially inconsistent with the Employee's duties, position or with the Company and responsibilities in effect immediately prior to such reductionassignment, or the removal of the Employee from such position, duties position and responsibilities, unless the Employee which is provided with comparable duties, position and responsibilitiesnot effected for Disability or for Cause; (ii) without a material reduction by the Employee's express written consent, a reduction Company in the base salary and/or bonus of the facilities and perquisites (including office space and location) available to the Employee as in effect immediately prior to such reduction; (iii) a reduction by the Company of the Employee's base salary or Target Bonus (as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (viv) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) 50 miles from his current the Employee's then present location, without the Employee's express written consent; (viv) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause, or any purported termination for Cause or for which the grounds relied upon are not valid; or (viivi) the failure of the Acquiror or the Company to obtain the assumption of the terms of this COC Agreement by any successors contemplated in Section 11 6 below. 9.

Involuntary Termination. Involuntary Termination" shall mean (i) ----------------------- without the Employee's express written consent, a the assignment to the Employee of any duties, or the removal from or reduction or elimination of the Employee's duties, position duties or responsibilities relative to which in either case is inconsistent with the Employee's position, organization level, duties, position or responsibilities in effect responsibilities, compensation and status with the Company immediately prior to such reduction, or the removal Change of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilitiesControl; (ii) without the Employee's express written consent, a substantial reduction of the facilities and perquisites prerequisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base cash salary of the Employee's base salary or Target Bonus (Employee as set forth in Section 4) in effect immediately prior to such reduction; (iv) a major reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) thirty miles from his current the employee's then-present location, without the Employee's express written consent; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not validCompany; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in as required by Section 11 below. 91(c).

Involuntary Termination. Involuntary Termination" shall mean (i) without the Employee's express written consent, a material reduction of the Employee's duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) without the Employee's express written consent, a material reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without Employee's express written consent, a reduction by the Company of the Employee's base salary or Target Bonus (as set forth in Section 4) Base Salary in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) miles from his current location; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (viivi) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 below. 9.

Involuntary Termination. Involuntary Termination" shall mean (i) ----------------------- without the Employee's express written consent, a significant reduction of the Employee's duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) without the Employee's express written consent, a reduction substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's base salary or Target Bonus (as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five fifty (3550) miles from his current location; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 6 below. 9.

Involuntary Termination. Involuntary Termination" shall mean (i) mean, without the Employee's express written consent, (i) a reduction of the Employee's duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such substantial reduction, or the removal of the Employee from such positionwithout good business reasons, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) without the Employee's express written consent, a reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iiiii) a reduction by the Company in the Base Compensation of the Employee's base salary or Target Bonus (Employee as set forth in Section 4) in effect immediately prior to such reduction, other than a reduction which is part of and generally consistent with a general reduction of comparable employee salaries; (iviii) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced, other than a reduction which is part of and generally consistent with a general reduction of comparable employee benefit packages; (viv) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) 25 miles from his current Employee's then present location, without Employee's express written consent; (viv) any purported termination of the Employee by the Company which is not effected affected for Cause death, Disability or for which the grounds relied upon are not validCause; or (viivi) the failure of the Acquiror or the Company to obtain the assumption of this Agreement agreement by any successors contemplated in Section 11 9 below. 9.

Involuntary Termination. Involuntary Termination" shall mean (i) without the Employee's express written consent, a the significant reduction of the Employee's duties, position authority or responsibilities relative to the Employee's duties, position or authority and responsibilities as in effect immediately prior to such reduction, reduction or the removal of assignment to the Employee from of such position, duties and responsibilities, unless the Employee is provided with comparable reduced duties, position and authority or responsibilities; (ii) without the Employee's express written consent, a reduction substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee's express written consent, a reduction by the Company in the Base Compensation of the Employee's base salary or Target Bonus (Employee as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) 50 miles from his current the Employee's then present location, without the Employee's express written consent; (vi) any purported termination of the Employee by the Company which is not effected for Cause Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement agreement by any successors contemplated in Section 11 9 below. 9.

Involuntary Termination. Involuntary Termination" shall mean (ia) without the Employee's express written consent, a significant reduction of the Employee's duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (iib) without the Employee's express written consent, a reduction substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iiic) a reduction by the Company of the Employee's base salary or Target Bonus (Base Salary as set forth in Section 4) in effect immediately prior to such reduction; (ivd) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (ve) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five fifty (3550) miles from his current locationthe location of the Company's principal office; (vif) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not validCause; or (viig) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 below. 97(i).

Involuntary Termination. Involuntary Termination" shall mean (i) without the Employee's express written consent, a significant reduction of the Employee's duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; , (ii) without the Employee's express written consent, a reduction substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's base salary or Target Bonus (target bonus as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) miles from his current location; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 5 below. 9.

Involuntary Termination. Involuntary Termination" shall mean (i) without the Employee's express written consent, a the assignment to the Employee of any duties or the reduction of the Employee's duties, either of which results in a significant diminution in the Employee's position or responsibilities relative to with the Employee's duties, position or responsibilities Corporation in effect immediately prior to such reductionassignment, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) without the Employee's express written consent, a substantial reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company Corporation in the Base Compensation of the Employee's base salary or Target Bonus (Employee as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company Corporation in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) 25 miles from his current the Employee's then present location, without the Employee's express written consent; (vi) any purported termination of the Employee by the Company Corporation which is not effected for Cause Disability or for which the grounds relied upon are not validCause; or (vii) the failure of the Acquiror or the Company Corporation to obtain the assumption of this Agreement agreement by any successors contemplated in Section 11 10 below. 9.

Involuntary Termination. “Involuntary Termination" ” shall mean (i) without the Employee's ’s express written consent, a significant reduction of the Employee's ’s duties, position or responsibilities relative to the Employee's ’s duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilitiesresponsibilities that are expressly consented to in advance by the Employee in writing; (ii) without the Employee's ’s express written consent, a reduction substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's ’s base salary or Target Bonus (as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's ’s overall benefits package is significantly reduced; (v) without the Employee's ’s express written consent, the relocation of the Employee to a facility or a location more than thirty-five twenty (3520) miles from his current location; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 6 below. 9.

Involuntary Termination. “Involuntary Termination" ” shall mean (i) without the Employee's ’s express written consent, a the significant reduction of the Employee's ’s duties, position authority or responsibilities responsibilities, relative to the Employee's ’s duties, position authority or responsibilities as in effect immediately prior to such reduction, or the removal assignment to Employee of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable reduced duties, position and authority or responsibilities; (ii) without the Employee's ’s express written consent, a reduction substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of in the Employee's base salary or Target Bonus (target bonus of the Employee as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is was entitled immediately prior to such reduction with the result that the Employee's ’s overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirtytwenty-five (3525) miles from his current the Employee’s then present location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which that is not effected for Cause Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 7(a) below. 9; or (viii) any act or set of facts or circumstances that would, under California case law or statute constitute a constructive termination of the Employee.

Involuntary Termination. “Involuntary Termination" ” shall mean (i) any of the following, without the Employee's ’s express written consent, (i) a significant reduction of the Employee's ’s duties, position or responsibilities relative to the Employee's ’s duties, position or responsibilities (as the Chief Financial Officer of a publicly traded Exchange Act registrant) in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) a substantial reduction, without the Employee's express written consentgood business reasons, a reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's ’s base salary or Target Bonus (target bonus as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's ’s overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five fifty (3550) miles from his current location; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not validCause; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 7 below. 9.

Involuntary Termination. “Involuntary Termination" ” shall mean (i) without the Employee's ’s express written consent, a significant reduction of the Employee's ’s duties, position or responsibilities relative to the Employee's ’s duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) without the Employee's ’s express written consent, a reduction substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's ’s base salary or Target Bonus (target bonus as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's ’s overall benefits package is significantly reduced; (v) without the Employee's ’s express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) miles from his current location; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 6 below. 9.D.

Involuntary Termination. “Involuntary Termination" ” shall mean (i) any of the following, without the Employee's ’s express written consent, (i) a significant reduction of the Employee's ’s duties, position or responsibilities relative to the Employee's ’s duties, position or responsibilities (as the Chief Financial Officer of a publicly traded Exchange Act registrant) in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) a substantial reduction, without the Employee's express written consentgood business reasons, a reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's ’s base salary or Target Bonus (target bonus as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's ’s overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five fifty (3550) miles from his current location; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 7 below. 9.

Involuntary Termination. Involuntary Termination" shall mean (i) without the Employee's express written consent, a significant reduction of the Employee's duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such reductionresponsibilities, or the removal of the Employee from such position, duties position and responsibilities, unless the Employee is provided with a comparable position (i.e., a position of equal or greater organizational level, duties, position authority, compensation and responsibilitiesstatus); (ii) without the Employee's express written consent, a reduction substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a significant reduction by the Company in the Base Compensation of the Employee's base salary or Target Bonus (Employee as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee Employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) 50 miles from his current the Employee's then present location; (vi) any purported termination of the Employee by the Company which is not effected for Cause Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 7 below. 9.

Involuntary Termination. Involuntary Termination" shall mean ----------------------- (i) without the Employee's express written consent, a the assignment to the Employee of any duties or the reduction of the Employee's duties, either of which results in a significant diminution in the Employee's position or responsibilities relative to with the Employee's duties, position or responsibilities Corporation in effect immediately prior to such reductionassignment, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) without the Employee's express written consent, a substantial reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company Corporation in the Base Compensation of the Employee's base salary or Target Bonus (Employee as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company Corporation in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) 25 miles from his current the Employee's then present location, without the Employee's express written consent; (vi) any purported termination of the Employee by the Company Corporation which is not effected for Cause Disability or for which the grounds relied upon are not validCause; or (vii) the failure of the Acquiror or the Company Corporation to obtain the assumption of this Agreement agreement by any successors contemplated in Section 11 10 below. 9.

Involuntary Termination. Involuntary Termination" shall mean (i) mean, without the Employee's express written consent, (i) a significant reduction of the Employee's duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such reductionresponsibilities, or the removal of the Employee from such position, duties position and responsibilities, unless the Employee is provided with a comparable position (i.e., a position of equal or greater organizational level, duties, position authority, compensation and responsibilitiesstatus); (ii) a substantial reduction, without the Employee's express written consentgood business reasons, a reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the Base Compensation of the Employee's base salary or Target Bonus (Employee as set forth in Section 4) in effect immediately prior to such reduction, other than a reduction which is part of and generally consistent with a general reduction of comparable employee salaries; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced, other than a reduction which is part of and generally consistent with a general reduction of comparable employee benefits packages; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) 25 miles from his current the Employee's then present location, without the Employee's express written consent; (vi) any purported termination of the Employee by the Company which is not effected for Cause death, Disability or for which the grounds relied upon are not valid; Cause, or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement agreement by any successors contemplated in Section 11 9 below. 9.

Involuntary Termination. Involuntary Termination" shall mean ----------------------- (i) without the Employee's express written consent, a significant reduction of the Employee's duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such reductionresponsibilities, or the removal of the Employee from such position, duties position and responsibilities, unless the Employee is provided with a comparable position (i.e., a position of equal or greater organizational level, duties, position authority, compensation and responsibilitiesstatus); (ii) without the Employee's express written consent, a reduction substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the Base Compensation of the Employee's base salary or Target Bonus (Employee as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) 25 miles from his current the Employee's then present location, without the Employee's express written consent; (vi) any purported termination of the Employee by the Company which is not effected affected for Cause Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement agreement by any successors contemplated in Section 11 7 below. 9.

Involuntary Termination. Involuntary Termination" shall mean (i) without the Employee's express written consent, a significant reduction of the Employee's duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided to his or her satisfaction with comparable duties, position and responsibilities; (ii) without the Employee's express written consent, a reduction substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's base salary or Target Bonus (as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five fifteen (3515) miles from his current location; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 6 below. 9.

Involuntary Termination. Involuntary Termination" shall mean (i) without the Employee's express written consent, a the assignment to the Employee of any duties, or the removal from or reduction or limitation of the Employee's duties, position duties or responsibilities relative to which in either case is inconsistent with the Employee's position, organization level, duties, position or responsibilities in effect responsibilities, compensation and status with the Company immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilitiesa Change in Control; (ii) without the Employee's express written consent, a substantial reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base cash salary of the Employee's base salary or Target Bonus (Employee as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five twenty (3520) miles from his current the Employee's then present location, without the Employee's express written consent; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not validCompany; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement agreement by any successors contemplated in as required by Section 11 5 below. 9.

Involuntary Termination. “Involuntary Termination" ” shall mean the Employee’s resignation within 60 days after any of the following: (i) without Without the Employee's ’s express written consent, a the assignment to the Employee of any significant duties or the significant reduction of the Employee's ’s duties, position or responsibilities relative to either of which is materially inconsistent with the Employee's duties, ’s position or with the Company and responsibilities in effect immediately prior to such reductionassignment, or the removal of the Employee from such position, duties position and responsibilities, unless the Employee which is provided with comparable dutiesnot effected for death, position and responsibilitiesDisability or for Cause; (ii) without Without the Employee's ’s express written consent, a any reduction in an amount greater than 5% in the base salary and/or or maximum incentive bonus (subject, however, to satisfaction of the facilities and perquisites (including office space and location) available applicable goals with respect to the Employee immediately prior to such reduction; (iiiactual amount of incentive bonus earned) a reduction by the Company of the Employee's base salary or Target Bonus (as set forth in Section 4) in effect immediately prior to such reduction, other than a reduction applied generally to all employees of the acquiring company; (iviii) a Without the Employee’s express written consent, any reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction, other than a reduction with applied generally to all employees of the result that acquiring company; (iv) Without the Employee's overall benefits package is significantly reduced; (v) without the Employee's ’s express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) 40 miles from his current the Employee’s then present location; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (viiv) the The failure of the Acquiror or the Company to obtain the assumption of the terms of this Agreement by any successors contemplated in Section 11 4 below. 9.;

Involuntary Termination. Involuntary Termination" shall mean (i) without the Employee's express written consent, a significant reduction of the Employee's duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) without the Employee's express written consent, a reduction substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's base salary or Target Bonus (target bonus as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) miles from his current location; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 5 below. 9.

Involuntary Termination. Involuntary Termination" shall mean (i) without the Employee's express written consent, a significant reduction of the Employee's duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such reductionresponsibilities, or the removal of the Employee from such position, duties position and responsibilities, unless the Employee is provided with a comparable position (i.e., a position of equal or greater organizational level, duties, position authority, compensation and responsibilitiesstatus); (ii) without the Employee's express written consent, a reduction substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a significant reduction by the Company in the Base Compensation of the Employee's base salary or Target Bonus (Employee as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee Employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) 50 miles from his current the Employee's then present location; (vi) any purported termination of the Employee by the Company which is not effected for Cause Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 10 below. 9.

Involuntary Termination. “Involuntary Termination" ” shall mean (i) without the Employee's ’s express written consent, a significant reduction of the Employee's ’s duties, position or responsibilities relative to the Employee's ’s duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) without the Employee's ’s express written consent, a reduction substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's ’s base salary or Target Bonus (target bonus as set forth in Section 4) in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's ’s overall benefits package is significantly reduced; (v) without the Employee's ’s express written consent, the relocation of the Employee to a facility or a location more than thirty-five fifty (3550) miles from his her current location; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 6 below. 9.