Constructive Discharge

Constructive Discharge. Shall mean a good faith determination by the Executive that there has been any (i) material change by the Company of the Executive's functions, duties or responsibilities which change would cause the Executive's position with the Company to become of less dignity, responsibility, importance, prestige or scope, including, without limitation, the assignment to the Executive of duties and responsibilities inconsistent with his position, (ii) assignment or reassignment by the Company of the... Executive, without the Executive's consent, to another place of employment more than fifty (50) miles from the Executive's current place of employment, (iii) liquidation, dissolution, consolidation or merger of PEC, or transfer of all or substantially all of its assets, other than a transaction or series of transactions in which the resulting or surviving transferee entity has, in the aggregate, a net worth at least equal to that of PEC immediately before such transaction and such resulting or surviving transferee entity expressly assumes this Agreement and all obligations and undertakings hereunder, or (iv) reduction, which is more than de minimis, in the Executive's total compensation (Compensation, perquisites and benefits). It is understood and agreed by all parties hereto that a reduction in (a) the amount the Executive receives under the Short-Term Plan, (b) the awards received by the Executive under the Long-Term Plan, or (c) the perquisites or benefits of the Executive shall not be deemed a reduction if such amount received under the Short-Term Plan, awards received under the Long-Term Plan, or such perquisites or benefits are with respect to the Short-Term Plan, Long-Term Plan and perquisites greater than that received by any Company officer of lesser rank and with respect to benefits, no less than that received by any Company officer of lesser rank. An event shall not be considered Constructive Discharge unless the Executive provides written notice to PEC specifying the event relied upon for Constructive Discharge within six months after the occurrence of such event. Within thirty days of receiving such written notice from the Executive, the Company may cure or cause to be cured the event upon which the Executive claims a Constructive Discharge and no Constructive Discharge shall have been considered to have occurred with respect to such event. PEC and the Executive, upon mutual written agreement, may waive any of the foregoing provisions which would otherwise constitute a Constructive Discharge. View More

Constructive Discharge. The termination of employment by the Employee on the grounds that (a) there has been a decrease in the total annual compensation payable by the Company to the Employee, other than as a result of a material decrease in compensation payable to the Employee and to all other employees of similar rank and stature of the Company on the basis of the financial performance of the Company, provided, however, that nothing contained herein shall be... construed as giving the Company the right to decrease the Employee's base salary specified in Section 3 hereof, (b) there has been a Change of Control within the past twelve (12) months, or (c) the relocation of the Company's business to a site more than twenty-five (25) miles from the Employee's residence. View More

Constructive Discharge. Shall mean any (i) material change by the Company of the Officer's position, functions, or duties to an inferior position, functions, or duties from that in effect on the date of this Agreement or (ii) assignment or reassignment by the Company of the Officer without the Officer's consent to another place of employment more than 50 miles from the Officer's current place of employment.

Constructive Discharge. Shall mean any of the following: (i) a change by the Company in the Employee's position that is so material and substantial that the Employee will lose substantial stature in the business community; (ii) any material failure by the Company to comply with any of the provisions of this Agreement; (iii) the Company requiring the Employee to be based at any office or location more than 35 miles from the location at... which he performed services immediately prior to the occurrence of the Change in Control; 2 (iv) a reduction in the Employee's rate of base pay, annual incentive opportunity, or long term incentive opportunity; (v) a reduction that is more than de minimis in the annual -- ------- benefit accrual rate under DQE's qualified defined benefit pension plans; (vi) a reduction that is more than de minimis in the long- -- ------- term disability and life insurance coverage provided to the Employee; or (vii) failure of a successor or assign to assume and agree to perform this Agreement pursuant to Section 13 hereof. No such event described above shall constitute Constructive Discharge unless the Employee has given written notice to the Company specifying the event relied upon for such termination within one year after the occurrence of such event (or, if earlier, prior to the end of the Coverage Period) and the Company has not remedied such within 30 days of receipt of such notice. The Company and the Employee, upon mutual written agreement, may agree that an event that would otherwise constitute a Constructive Discharge under any of the foregoing provisions shall not constitute a Constructive Discharge. View More

Constructive Discharge. Shall mean (a) without the Executive's express written consent, the assignment to the Executive of any duties, or the removal from or reduction or limitation of the Executive's duties or responsibilities, which is inconsistent with the Executive's position, organization level, duties, responsibilities or compensation status with the Corporation immediately prior to such assignment, removal, reduction or limitation; (b) without the ... Executive's express written consent, a substantial reduction of the facilities and perquisites (including office space and location) available to the Executive; (c) a reduction by the Corporation in the base cash salary of the Executive; (d) a material reduction by the Corporation in the kind and level of employee benefits to which the Executive is entitled, with the result that the Executive's overall benefit package is materially reduced; or (e) without the Executive's express written consent, the relocation of the Executive to a facility or location more than thirty five (35) miles from the Executive's then present location. View More

Constructive Discharge. Means that Executive elects to terminate his employment with the Company within 60 days after the occurrence of any of the following events: (i) the Company reduces by 10% or more Executive's base salary and/or incentive compensation target from the higher of that in effect on the date hereof or immediately prior to such change; or changes the incentive compensation plan as in effect on the date hereof such that, in the Executive's reasonable determination, it is significantly... more difficult for the Executive to achieve the incentive compensation target; (ii) the Company, without Executive's consent, materially reduces Executive's job authority or responsibility from his authority from that in effect immediately prior to such change; (iii) the Company, without Executive's consent, materially increases, in terms of scope or quantity or required work time, Executive's job authority or responsibility from that in effect immediately prior to such change; (iv) the Company requires Executive to change the location of his principal office such that Executive will be required to travel more than 20 miles further than Executive is currently traveling to his principal offices immediately prior to such change; (v) the Company materially increases the amount of travel necessitated for Executive to discharge his job authority and responsibility from the amount of travel historically engaged in by Executive prior to such change (or, in the case of newly hired employees, the initial six month period following commencement of employment); or (vi) the Company otherwise subjects Executive to abusive, critical or adversarial conditions such that there is a material worsening of the general quality of Executive's job conditions immediately prior to such change. View More

Constructive Discharge. If (I) the Participant provides written notice to the Company of the occurrence of Good Reason (as defined below) within a reasonable period of time (not more than 30 days) after the Participant has knowledge of the circumstances constituting Good Reason, which notice specifically identifies the circumstances which the Participant believes constitute Good Reason; (II) the Company fails to notify the Participant of the Company's intended method of correction... within a reasonable period of time after the Company receives the notice, or the Company fails to correct the 10 circumstances within a reasonable period of time after such notice; and (III) the Participant resigns by written notice to the Company within a reasonable period of time after receiving the Company's response, if such notice under clause (II) above does not indicate an intention to correct such circumstances, or within a reasonable period of time after the Company fails to correct such circumstances; then the Participant shall be considered to have been subject to a Constructive Discharge by the Company. For purposes of the foregoing provisions of this paragraph (f), "within a reasonable period of time" shall mean not more than 30 days. Notwithstanding the foregoing provisions of this paragraph (f), the Participant shall not be deemed to have been subject to a "Constructive Discharge" unless the Participant remains in the employ of the Company (at the location where he was employed immediately prior to the occurrence of the events constituting Good Reason) for the period requested by the Company (not to exceed 90 days after the Participant provides written notice in accordance with clause (III) above). For purposes of this Agreement, "Good Reason" shall mean, without the Participant's express written consent (and except in consequence of a prior termination of the Participant's employment), the occurrence of any of the following circumstances: (i) The assignment to the Participant of any duties materially inconsistent with the Participant's position and status as Executive Vice President, or a change in the Participant's reporting relationship from the reporting relationship in effect on the Grant Date. (ii) A reduction by the Company in the Partnership's Salary to an amount that the amount that is less than such rate on the Grant Date. View More

Constructive Discharge. So long as no Change of Control has occurred, any reduction in the Executive's annual base salary in effect as of the Effective Date of this Agreement, or as the same may be increased from time to time, other than any across-the-board base salary reduction for a group or all of the executive officers of the Company, and also means, on or after a Change of Control, (i) any reduction in the Executive's annual base salary in effect as of the Effective Date of... this Agreement, or as the same may be increased from time to time; (ii) a substantial reduction in the nature or scope of the Executive's responsibilities, duties or authority from those described in Section 3.c of this Agreement; (iii) a material adverse change in the Executive's title or position; or (iv) relocation of the Executive's place of employment from the Company's principal executive offices to a place more than twenty-five (25) miles from Augusta, Maine without the Executive's consent. View More

Constructive Discharge. Any of the following: (i) the assignment to the Executive of any duties inconsistent in any material respect with the Executive's positions with the Company (including status, offices, titles and reporting requirements), authority, duties or responsibilities, or any action by the Company that results in diminution in such positions, authority, duties or responsibilities, excluding for this purpose any isolated, insubstantial and inadvertent action not taken in bad faith that is remedied by... the Company within the time period set forth in this Section 1(h); provided, that, for purposes of this Section 1(h)(i), the Executive occupying the same position or title, but with a company whose voting securities are not publicly held and that is not the ultimate parent company of surviving entity in a transaction involving the Company, shall constitute Constructive Discharge; (ii) any material failure by the Company to comply with any of the provisions of this Agreement; (iii) the Company requiring the Executive to be based at any office or location more than 35 miles from the location at which he performed services immediately prior to the occurrence of the Change in Control; (iv) a reduction in the Executive's rate of base pay or bonus opportunity (except if such reduction is a part of a reduction for all executive officers of the Company or a Subsidiary); (v) a material reduction in the benefits under the Long-Term Incentive Plan the Executive has an opportunity to receive at the date hereof; (vi) a material reduction in the combined annual benefit accrual rate under the SERP and/or the Company's qualified defined benefit pension plans from the annual benefit accrual rate in effect at the date hereof; 4 (vii) a material reduction in the long-term disability and life insurance coverage provided to the Executive at the date hereof; or (viii) failure of a successor or assign to assume and agree to perform this Agreement pursuant to Section 12 hereof. No event described hereunder with respect to a reduction in any benefits provided by the Company shall constitute a Constructive Discharge if such reduction results from any change in legal requirements, and the Company is not able, at commercially reasonable cost, to replace such lost or reduced benefits with other benefits that are substantially equivalent thereto. No such event described hereunder shall constitute Constructive Discharge unless the Executive has given written notice to the Company specifying the event relied upon for such termination within one hundred eighty (180) days after the occurrence of such event (or, if earlier, prior to the end of the Coverage Period) and the Company has not remedied such within 30 days of receipt of such notice. The Company and Executive, upon mutual written agreement, may agree that an event that would otherwise constitute a Constructive Discharge under any of the foregoing provisions shall not constitute a Constructive Discharge. View More

Constructive Discharge. Means a material alteration of an employee's employment without the employee's prior consent in any of the following manners: (i) the employee is assigned employment responsibilities which are not substantially comparable to his or her then existing employment responsibilities, (ii) the Company reduces the employee's base salary, eligibility for bonuses or stock options from that currently in effect (other than in connection with reductions in the salaries, eligibility for bonuses or stock... options of substantially all of the Company's employees), (iii) the Company requires the employee to be based at a location that is more than 30 miles from the location of the employee's then-current place of employment, or (iv) the Company fails to provide employee benefit plans, programs, policies and practices to the employee and his or her family and dependents (if applicable) that provide substantially similar benefits, in terms of aggregate monetary value, at substantially similar costs to the employee as the benefits then provided by the Company (other than in connection with reductions in benefits or increases in costs for benefits that affect substantially all of the Company's employees). View More