a material diminution of the Employee’s base salary or incentive compensation opportunity (including # a reduction in annual bonus opportunity compared to the opportunity in the prior year, # a reduction in the grant date fair value of annual equity awards compared to the grant date value in the prior year and # during the Change in Control Period, any change to the terms and conditions of incentive compensation opportunities or annual equity awards that are less favorable in all material respects than the terms and conditions in effect prior to the Change of Control), except in the case of a general reduction in base salary or incentive compensation opportunity that occurs other than during the Change in Control Period and that affects all senior executives in substantially the same proportions;
a substantial reduction in the Annual Base Salary, or a substantial reduction in the Employees target compensation under any incentive compensation plans that are in effect as of the date of the Change in Control; or
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