(e) Involuntary Termination. Involuntary Termination shall mean:
(i) a material reduction in Executives title, duties, authorities or responsibilities relative to Executives title, duties, authorities, or responsibilities as of the Effective Date, or, on or following a Change of Control, a material reduction in Executives title, duties, authorities, or responsibilities relative to Executives title, duties, authorities, or responsibilities in effect immediately prior to the Change of Control (including Executive reporting to anyone other than the Board of Directors of the acquirer), in each case without the Executives consent;
(ii) without Executives express written consent, a reduction by the Company of Executives base compensation of more than ten percent (10%), unless such reduction in base compensation is part of a general reduction in compensation applicable to senior executives of the Company;
(iii) without Executives express written consent, the relocation of Executives principal place of employment to a facility or a location more than fifty (50) miles from its location as of the Effective Date or, on or following a Change of Control, from its location immediately prior to such Change of Control;
(iv) any termination of Executive by the Company which is not effected for Cause; or
(v) the failure of the Company to obtain the assumption of this Agreement or any other agreement between the Company and Executive by any successors contemplated in Section 12 below.
A termination shall not be considered an Involuntary Termination unless Executive provides notice to the Company of the existence of the condition described in subsections (i), (ii), (iii) or (v) above within ninety (90) days of the initial existence of such condition, the Company fails to remedy the condition within thirty (30) days following the receipt of such notice, and Executive terminates employment within one-hundred eighty (180) days following the initial existence of such condition. A termination due to death or disability shall not be considered an Involuntary Termination.
(f) Termination Date. Termination Date shall mean Executives separation from service within the meaning of that term under Section 409A of the Internal Revenue Code of 1986, as amended (the Code).
2. Term of Agreement. This Agreement shall terminate upon the date that all obligations of the parties hereto under this Agreement have been satisfied.
3. At-Will Employment. The Company and Executive acknowledge that Executives employment is and shall continue to be at-will, as defined under applicable law.
4. Effect of Change of Control on Equity Awards. If Executive is employed at the time of a Change of Control and signs and does not revoke a standard release of claims with the Company in a form acceptable to the Company (a Release) that becomes irrevocable within sixty (60) days following the Change of Control, all of Executives outstanding Equity Awards will become fully vested and exercisable immediately prior to the Change of Control.