definiens: shall mean with respect to the SurvivingCorporation President, the occurrence of any of the following ( without theexpress written consent of the Surviving Corporation President ): ( A ) any material diminution in the title or the scope of the day to day responsibilities or duties of the Surviving Corporation President with or for the Surviving Corporation from those of the President of the Company immediately prior to the consummation of the Merger, except as a direct consequence of the fact that the Surviving Corporation President will report to the Chief Executive Officer of Buyer instead of the Board of Directors of the Company, and except as a result of the fact that some of the functions historically performed by the President of the Company ( e.g., finance or human resource activities ) are expected to be performed in supporting roles following consummation of the Merger by others with direction from the Surviving Corporation President ; ( B ) any material reduction by Buyer or Surviving Corporation, with respect to the Surviving Corporation President, in his base salary, bonus compensation or benefits or as the same may be increased from time to, or the taking of any action by Buyer or the Surviving Corporation which would adversely affect participation by the Surviving Corporation President in any salary, incentive compensation or benefit plans to which he would otherwise be entitled ( excluding the impact of the financial performance of the Surviving Corporation or Buyer on any incentive compensation plans and further excluding any enterprise - wide termination of, or reduction in benefits under, any compensation plans of Buyer, but including the modification of any incentive compensation plan which results in lower benefits to the Surviving Corporation President from that which otherwise would be received if no such modification had occurred ) ; or 16 < PAGE > ( C ) a relocation of the principal offices or laboratory space of the Surviving Corporation or the day - to - day place of work of the Surviving Corporation President to a location outside of the Baltimore, Maryland metropolitan area