Common use of Substantial Diminution in Position, Authority or Responsibilities Clause in Contracts

Substantial Diminution in Position, Authority or Responsibilities. Any substantial diminution in Executive’s position, authority or responsibilities from those described herein, provided that: (1) Except as provided in subclause (2) below, a change in position, authority or responsibilities that results directly from the Company becoming a subsidiary or division of another entity or otherwise ceasing to be a publicly traded company shall not, itself, constitute “Good Reason”; and (2) Following a Qualifying Corporate Transaction, a substantial diminution in Executive’s position, authority or responsibilities shall be deemed to occur if, as a result of such transaction (or the transactions contemplated in connection therewith) the Company becomes a direct or indirect subsidiary or division of an operating entity with the same or similar lines of business as the Company and if Executive is not provided a position, authorities or responsibilities, substantially similar to his position, authority or responsibilities with the Company, with respect to the parent operating entity resulting from such Qualifying Corporate Transaction; or