Resignation For Cause –Diminution In Duties. In the event the Board materially reduces the scope and/or authority of Executive’s duties of the Executive Positions, then Executive may terminate this Agreement by giving the Company 30 days advance written notice. The Company shall have 30 days after receipt of notice from Executive setting forth the specific conduct that constitutes “Resignation for Cause,” to cure such conduct that would result in “Resignation for Cause.” Executive may not terminate this Agreement “For Cause” unless and until he has provided the Company with at least 30 days prior written notice of his intent to “Resign for Cause” (which notice must be provided within 60 days following: (x) the occurrence of the event(s) purported to constitute “Resignation for Cause;” or (y) if Executive did not know of the occurrence of any of such events, the date on which Executive had actual knowledge of the occurrence of any of such events) and has set forth in reasonable detail the specific conduct that would constitute “Resignation for Cause” and the specific provisions of this Agreement on which Executive relies. In such event, Executive shall be entitled to payment in accordance with Paragraph 10.c.i and/or 10.c.ii of this Agreement. Notwithstanding anything herein to the contrary, in the event the Board removes Executive’s title of Chairman of the Board, or Chief Executive Officer or President (but not both), without otherwise materially reducing the scope and/or authority of his duties in the Executive Positions, that shall not constitute a diminution of Executive’s duties and shall not entitle him to any Severance Payment, as described below, should Executive choose to terminate his employment with the Company at such time.
