definiens: or for a ( as defined in Section 10(f ) ) . For purposes of this Agreement, shall mean the occurrence of any of the following events without Executive ’s prior written consent : ( A ) the assignment to th e Executive of duties, responsibilities, and servic es that are significantly different from, and/or th at result in a substantial diminution of, the duties, responsibili ties, and services that the Executive anticipated a ssuming on the Effective Date ( includ ing, by way of example, reporting to anyone other t han the Board and the CEO ) ; ( B ) the assignment to the Executive of a title that is diff erent from and subordinate to the title of Vice Pre sident, provided, however, for the absence of doubt following a Cha nge of Control, should the Executive be required to serve in a different or diminished capacity in a division or u nit of another entity ( including the acquiring enti ty ), such event shall constitute Good Reason regardless of the titl e of the Executive in su ch acquiring company, division, or unit ; or ( C ) a material breach by the Company of this Agr eement