Diminution of Responsibilities means the occurrence of any of the following conditions, without Executive’s consent: (a) a significant diminution in the nature or scope of Executive’s authority, title, function or duties from Executive’s authority, title, function or duties in effect immediately preceding any Change of Control; (b) a ten percent (10%) reduction in Executive’s base salary or a twenty-five percent (25%) reduction in Executive’s target bonus opportunity, if any, in effect immediately preceding any Change of Control (in either case, unless such reduction is part of a Company officer-wide program to reduce expenses); (c) the Company’s requiring Executive to be based at any office or location more than 50 miles from the office where Executive was employed immediately preceding the Change of Control; (d) any material breach of the terms of this Agreement by the Company; or (e) failure of any successor or assignee to the Company to assume this Agreement.

Examples of Diminution of Responsibilities in a sentence

Before “Material Diminution of Responsibilities” has been deemed to have occurred, you must give the Company written notice detailing why you believe a Material Diminution of Responsibilities event has occurred and such notice must be provided to the Company within thirty days of your actual knowledge of the initial occurrence of such alleged Material Diminution of Responsibilities event.
A Material Diminution of Responsibilities shall not be deemed to have occurred solely by reason of the Company’s sale of one or more of its businesses or by an action taken in good faith to comply with applicable law, generally accepted accounting principles, regulatory guidance, or other similar guidance.
Following a Change in Control : If Mr. Murphy is involuntarily terminated without Cause in connection with or within twelve months after a Change in Control of the Company, he terminates his employment for Good Reason within twelve months after a Change in Control, or he terminates his employment due to a Material Diminution of Responsibilities within 30 days after the six month anniversary of a Change in Control (each as defined in the Employment Agreement), he will be eligible for: i.
For purposes of this paragraphs 4 and 5, "Cause," "Disability," "Good Reason" and "Material Diminution of Responsibilities" shall have the meaning set forth in the Employee's Amended and Restated Employment Agreement with the Company effective as of July 25, 2007, as amended December 1, 2008 and February 9, 2009 (the "Employment Agreement").
The provisions set forth in this Section 4 shall apply in lieu of those in Section 3 in the event of Executive’s Termination for Cause or Resignation without a Diminution of Responsibilities.

More Definitions of Diminution of Responsibilities

Diminution of Responsibilities means the occurrence of any of the ------------------------------ following conditions, without Executive's consent and which condition is not cured by the Company within ten (10) days after notice by Executive specifying the condition: (a) a reduction by the Company of Executive's duties, responsibilities, authority or reporting relationship such that Executive no longer serves in a substantive, senior executive role for the Company comparable in stature to Executive's current role, or no longer reports to the chief executive officer or chief operating officer of the Company; (b) a reduction in Executive's base salary or the percentage of his base salary on which his target bonus is based, provided that a reduction in base salary that is the result of a general reduction in salary in an amount similar to reductions for other similarly situated Company executives shall not constitute a "Diminution of Responsibilities"; (c) a material reduction in benefits (other than future option grants), provided that a reduction in benefits that is the result of a general reduction in benefits in an amount similar to reductions for other similarly situated Company employees shall not constitute a "Diminution of Responsibilities"; (d) the Company's requiring Executive to be based at any office or location more than 50 miles from the Company's headquarters in Westlake Village, California; or (e) a material breach by the Company of the terms of this Agreement (or the Memorandum to you from Xxxx Xxxxxxxx dated March 29, 2002).

Diminution of Responsibilities means the occurrence of any of the following conditions, without Executive’s consent and which condition is not cured by the Company within thirty (30) days after notice by Executive specifying the condition (which notice must be given no later than 90 days after the initial occurrence of such event):: (a) a material reduction by the Company of Executive’s duties, responsibilities, authority or reporting relationship; (b) a material reduction in Executive’s base salary or the percentage of his or her base salary on which his or her target bonus is based, provided that a reduction in base salary that is the result of a general reduction in salary in an amount similar to reductions for other similarly situated Company executives shall not constitute a “Diminution of Responsibilities”; (c) a material reduction in benefits (other than future option grants), provided that a reduction in benefits that is the result of a general reduction in benefits in an amount similar to reductions for other similarly situated Company employees shall not constitute a “Diminution of Responsibilities”; (d) the Company’s requiring Executive to be based at any office or location more than 50 miles from the Company’s headquarters in Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, her home office, or the office space the Company intends to lease in San Francisco Bay Area; or (e) a material breach by the Company of the terms of this Agreement or the Letter from W. Xxxxxxx Xxxx dated April 26, 2007 to Executive (the “Letter”).” 2. Section 4.7(b) of the Agreement is amended by deleting the words “ninety (90)” and replacing them with the words “one hundred and eighty (180)”. 3. Section 4.8(b) of the Agreement is amended by deleting the words “ninety (90)” and replacing them with the words “one hundred and eighty (180)”. 4. The first sentence of Section 5.3 of the Agreement is deleted and replaced with the following: “In the event that the Company or the Executive gives notice to the other party of its intention to terminate Executive’s employment with the Company under circumstances that would constitute a Termination Upon a Change of Control or Termination in Absence of a Change of Control (the “Termination Notice”), the Company shall have the right, exercisable by notice to Executive given at any time prior to ten (10) days after its receipt or delivery of the Termination Notice, to request that Executive remain employed by the Company for such period as the Company may elect, but in no event longer th...

Diminution of Responsibilities means the occurrence of any of the following conditions, without Executive’s consent and which condition is not cured by the Company within ten (10) days after notice by Executive specifying the condition: (a) a reduction by the Company of Executive’s duties, responsibilities, authority or reporting relationship such that Executive no longer serves in a substantive, senior executive role for the Company comparable in stature to Executive’s current role, or no longer reports to the chief executive officer of the Company; (b) a reduction in Executive’s base salary or the percentage of his base salary on which his target bonus is based, provided that a reduction in base salary that is the result of a general reduction in salary in an amount similar to reductions for other similarly situated Company executives shall not constitute a “Diminution of Responsibilities”; (c) a material reduction in benefits (other than future option grants), provided that a reduction in benefits that is the result of a general reduction in benefits in an amount similar to reductions for other similarly situated Company employees shall not constitute a “Diminution of Responsibilities”; (d) the Company’s requiring Executive to be based at any office or location more than 50 miles from the Company’s headquarters in Westlake Village, California; or (e) a material breach by the Company of the terms of this Agreement or the Letter to you.

Diminution of Responsibilities means the occurrence of any of the following conditions, without Executive's consent and which condition is not cured by the Company within thirty (30) days after notice by Executive specifying the condition: (a) a material reduction by the Company of Executive's duties, responsibilities, authority or reporting relationship; (b) a reduction in Executive's base salary or the percentage of his or her base salary on which his or her target bonus is based, provided that a reduction in base salary that is the result of a general reduction in salary in an amount similar to reductions for other similarly situated Company executives shall not constitute a "Diminution of Responsibilities"; (c) a material reduction in benefits (other than future option grants), provided that a reduction in benefits that is the result of a general reduction in benefits in an amount similar to reductions for other similarly situated Company employees shall not constitute a "Diminution of Responsibilities"; (d) the Company's requiring Executive to be based at any office or location more than 50 miles from the Company's headquarters in Westlake Village, California, her home office, or the office space the Company intends to lease in San Francisco Bay Area; or (e) a material breach by the Company of the terms of this Agreement or the Letter from W. Michael Long dated April 26, 2007 to Executive (the "Letter").

Diminution of Responsibilities means the occurrence of any of the following conditions, without Executive's written consent which condition(s) remain(s) in effect twenty (20) days after receipt by Company from the Executive of a written notice to: (a) a significant diminution in the nature or scope of Executive's authority, title, function or duties from Executive's authority, title, function or duties; (b) a ten percent (10%) reduction in Executive's base salary or a twenty-five percent (25%) reduction in Executive's target bonus opportunity, if any (in either case, unless such reduction is part of a Company officer-wide program to reduce expenses); (c) the Company's requiring Executive to be based at any office or location more than 50 miles from the office where Executive was employed; (d) any material breach of the terms of this Agreement by the Company; or (e) failure of any successor or assignee to the Company to assume this Agreement. Notwithstanding the foregoing, the Executive’s continued employment for ninety (90) days following the occurrence of any condition constituting “Diminution of Responsibilities” without the Executive providing written notice to the Company shall constitute consent to, or a waiver of right with respect to, such condition.

Diminution of Responsibilities means the occurrence of any of the following conditions, without Executive’s consent and which condition is not cured by the Company within ten (10) days after notice by Executive specifying the condition: (a) a reduction by the Company of Executive’s duties, responsibilities, authority or reporting relationship such that Executive no longer serves in a substantive, senior executive role for the Company comparable in stature to Executive’s current role, or no longer reports to the ___[Chief Executive Officer or Board of Directors] of the Company; (b) a reduction in Executive’s base salary or the percentage of his base salary on which his target bonus is based, provided that a reduction in base salary that is the result of a general reduction in salary in an amount similar to reductions for other similarly situated Company executives shall not constitute a “Diminution of Responsibilities”; (c) a material reduction in benefits (other than future option grants), provided that a reduction in benefits that is the result of a general reduction in benefits in an amount similar to reductions for other similarly situated Company

Diminution of Responsibilities means the occurrence of any of the following conditions, without Mr. Ellwanger's consent: (a) a significant diminution in the nature or scope of Mr. Ellwanger's authority, title, function or duties from Mr. Ellwanger's authority, title, function or duties in effect immediately preceding any Change of Control; (b) a ten percent (10%) or more reduction in Mr. Ellwanger's base salary or a material change in the Mr. Ellwanger's terms of compensation, in effect immediately preceding any Change of Control; (c) the Company's requiring Mr. Ellwanger to be based at any office or location more than 50 kilometers from the office where Mr. Ellwanger was employed immediately preceding the Change of Control; (d) any material breach of the terms of Mr. Ellwanger's employment agreement by the Company; or (e) failure of any successor or assignee to the Company to assume Mr. Ellwanger's employment agreement.

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