A failure by Employer to provide short and long-term incentive opportunities comparable to opportunities available to Executive prior to the Change in Control, which failure results in a material diminution in the overall compensation payable to [[Person A:Person]];

A failure by Employer to use its best efforts to provide Executive with either the same fringe benefits (including retirement benefits and paid vacations) as were provided to Executive prior to the Change in Control or a package of fringe benefits that, though one or more of such benefits may vary from those in effect immediately prior to the Change in Control, is substantially comparable in all material respects to the fringe benefits (taken as a whole) in effect prior to the Change in Control, which failure results in a material diminution in the overall compensation payable to [[Person A:Person]];