| | (c) | There is a material diminution in the authority, duties, or responsibilities of the Recipient’s supervisor, such as a requirement that the Recipient (or his or her supervisor) report to a corporate officer or employee instead of reporting directly to the board of directors. |
| | (d) | There is a material diminution in the budget over which the Recipient retains authority. |
| | (e) | There is a material change in the geographic location at which the Recipient must perform his or her service, including, for example the assignment of the Recipient to a regular workplace that is more than 50 miles from his or her regular workplace on the date of the Change of Control. |
The Recipient must notify the Company of the existence of one or more adverse conditions specified in clauses (a) through (e) above within 90 days of the initial existence of the adverse condition. The notice must be provided in writing to the Company or its successor, attention: Vice President, Human Resources. The notice may be provided by personal delivery or it may be sent by email, inter-office mail, regular mail (whether or not certified), fax, or any similar method. The Company’s Vice President, Human Resources or his/her delegate shall acknowledge receipt of the notice within 5 business days; the acknowledgement shall be sent to the Recipient by certified mail. Notwithstanding the foregoing provisions of this definition, if the Company remedies the adverse condition within 30 days of being notified of the adverse condition, no Voluntary Termination with Cause shall occur.
3. The previous stated revisions shall apply to any RSU Agreement whether the payment is to be in the Company’s common stock or in cash, and the provisions in the RSU Agreement related to such payments shall be maintained as provided in an RSU Agreement.
4. If an RSU Agreement contains different Section cites, headings, etc., but contains similar provisions to those being replaced by the replacement provisions set forth in the foregoing, then the replacement provisions shall apply to such RSU Agreements and such RSU Agreements are amended in accordance with the foregoing revisions subject to adjustment, as appropriate, for the different Section cites, headings, etc., and if any Section or paragraph containing a provision to be replaced as set forth in this amendment has an introductory sentence or clause or ending sentence or clause, the replacement provision shall include any such introductory and/or ending sentence or clause.
5. With respect to Restricted Stock Units intended to constitute “qualified performance-based compensation” and granted pursuant to RSU Agreements on or before to November 2, 2017, to any “covered employee” (as determined under Section 162(m) of the Code, as amended by the Tax Cuts and Jobs Act of 2017), the foregoing amendments shall not apply if such amendments constitute a material modification of the RSU Agreement as determined under Section 162(m) of the Code, IRS Notice 2018-68,
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