| http://www.w3.org/ns/prov#value | - set forth below, (a) a material breach of this Agreement by the Company; (b) a material reduction in the Executive's Base Salary or benefits; or (c) a material and adverse change by the Company in the Executive's duties and responsibilities set forth in Section 3.01 hereof, other than due to the Executive's failure to adequately perform such duties and responsibilities as determined by the Board i
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