definiens: means Executive’sresignation within thirty ( 30 ) days following the expiration of any Company cure period ( discussedbelow ) following the occurrence of one or more of the following, without Executive ’s consent : ( i ) amaterial reduction in Executive ’s Base Salary, excluding the substitution of substantially equivalentcompensation and benefits, that is not generally applicable to all Company senior management oremployees of the Company generally ; ( ii ) a material reduction of Executive ’s authority, duties orresponsibilities, unless Executive is provided with a comparable position ; provided, however, that areduction in authority, duties, or responsibilities solely by virtue of the Company being acquired andmade part of a larger entity within as a subsidiary, business unit or otherwise ( as, for example, whenthe Chief Executive Officer of the Company remains as such following an acquisition where theCompany becomes a wholly owned subsidiary of the acquirer, but is not made the Chief ExecutiveOfficer of the acquiring corporation ) will not constitute ; or ( iii ) a material change in thegeographic location of Executive ’s primary work facility or location ; provided, that a relocation of fifty(50 ) miles or less from Executive ’s then present location or to Executive ’s home as his primary worklocation will not be considered a material change in geographic location . In order for an event to qualifyas Good Reason, Executive must not terminate employment with the Company without first providingthe Company with written notice of the acts or omissions constituting the grounds for within ninety ( 90 ) days of the initial existence of the grounds for and a reasonable cureperiod of not less than thirty ( 30 ) days following the date of such notice, and such grounds must nothave been cured during such time . Table of Contents11