Voluntary termination by employee definition

Voluntary termination by employee means that if employee determines in good faith that his/her status or responsibilities has or have diminished subsequent to a change in control, and if employee for that reason resigns from his/her employment within two years after a change in control, then employee shall be entitled to receive all the compensation and benefits listed in this Section and in Exhibit B. "Special compensation" is defined as Employer's payment to Employee immediately upon employee's written demand, of a lump sum amount equal to two and one-half times the highest annual base salary paid or payable by Employer to Employee for the three calendar years ending with the year of such termination.