a material diminution in Executive’s Base Salary or target annual bonus opportunity, unless such reduction is imposed across-the-board to senior management of the Company (and Executive and the Company agree that without limiting any argument that a lesser diminution is material, any diminution of ten percent (10%) or more measured against Executive’s Base Salary and target bonus opportunity as in effect on the Effective Date shall be deemed material for purposes of this clause (ii));

a material reduction in Executive’s base compensation or Target Bonus, other than a one-time reduction of less than 25% that applies equally to all other senior executives (but subject to the notice, cure period and other requirements set forth below);