Common use of Reduced Position Clause in Contracts

Reduced Position. Reduced Position" of a person shall mean, (i) without Officer's express written consent, a significant reduction of Officer's duties, position, compensation, or responsibilities in the Surviving Entity following the Change of Control, unless such Reduced Position is of equal or greater organizational level, duties, authority, compensation, and status as the position held by such Officer immediately prior to the date of such reduction in position; provided however, that a reduction in duties 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 Company remains the principal financial officer of the Company following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute a "Reduced Position" (ii) without the Officer's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Officer immediately prior to such reduction; (iii) a significant reduction in the salary of the Officer as in effect immediately prior to such reduction; (iv) a material reduction in the kind or level of employee benefits to which the Officer is entitled immediately prior to such reduction with the result that the Officer's overall benefits package is significantly reduced; (v) without the Officer's express written consent, the relocation of the Officer to a facility or a location more than 50 miles from the Officer's then present location; (vi) any purported termination of the Officer's employment with the Company or the Subsidiary which is not effected for Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 8(a) below