Constructive Discharge

Constructive Discharge. Shall mean any (i) material change by the Company of the Executive's position, functions, or duties to an inferior position, functions, or duties from that in effect on the date of this Agreement, (ii) assignment or reassignment by the Company of the Executive without the Executive's consent to another place of employment more than 50 miles from the Executive's current place of employment, or (iii) reduction in the Executive's base salary or percentage target bonus opportunity. The Company and... the Executive, upon mutual written agreement, may waive any of the foregoing provisions with respect to an event that would otherwise constitute a Constructive Discharge. 3 View More

Constructive Discharge. Shall mean the occurrence of any of the following circumstances: (i) A reduction by the Company in the Executive's "Base Salary" or "Annual Bonus target" (as defined in the Employment Agreement) to an amount that is less than required under Section 4 of the Employment Agreement or the Company's failure to provide the other elements of compensation set forth in Section 4 of the Employment Agreement; (ii) The removal of the Executive from the position of Chairman and Chief... Executive Officer or the failure of the Executive to be nominated or reelected to the Company's Board of Directors; 4 (iii) Any action by the Company which results in significant diminution in the Executive's authority, power, responsibilities or duties from those contemplated by Sections 1 and 2 of the Employment Agreement, or the assignment to the Executive without his written consent of any duties inconsistent with the Executive's position and status as Chairman and Chief Executive Officer of the Company as contemplated by Sections 1 and 2 of the Employment Agreement, which action or assignment continues after written notice thereof and a reasonable opportunity to cure of not less than fifteen (15) days has been given by the Executive to the Company; (iv) The failure of the Company to obtain a satisfactory agreement from any successor, assignee, or transferee to expressly assume the liabilities, obligations and duties of the Company hereunder in accordance with the requirements of Section 13 of the Employment Agreement, unless such liabilities, obligations and duties of the Company are automatically assumed by any such successor, assignee or transferee by operation of law; or (v) Any other breach by the Company of any of its material obligations to the Executive under the Employment Agreement or this Agreement, which breach continues after written notice thereof and a reasonable opportunity to cure of not less than thirty (30) days has been given by the Executive to the Company. View More

Constructive Discharge. Means a termination of a Participant's employment following the existence, without a Participant's consent, of one or more of the following conditions: 2 A. A material diminution in a Participant's total direct compensation at target (meaning the sum of Participant's Base Salary, Target Bonus Opportunity and grant date value of any long term awards), except that "Constructive Discharge" shall not include: (1) an across-the-board reduction for all Participants at the Participant's... level; or (2) a reduction in a Participant's total direct compensation at target, by reason of the Participant being in a Company performance improvement or disciplinary plan; B. A material diminution in a Participant's authority, duties, or responsibilities, except that "Constructive Discharge" shall not include: (1) a change in a Participant's position to another position which is at the same, or higher, officer level, and for which the Participant is reasonably qualified by education, skills or experience; or (2) a requirement that a Participant be based at a different office of the Company that is less than 50 miles from that to which the Participant was assigned prior to such required move. View More

Constructive Discharge. Means the occurrence, without the express written consent of the Executive, of any one of the following events: (i) the assignment to the Executive of any duties significantly inconsistent with the Executive's position and status with the Company or a substantial adverse alteration in the nature or status of the Executive's employment responsibilities from those in existence on the date hereof; (ii) the relocation of the Executive's office or job location to a location not within seventy-five... miles (75) of the Executive's present office or job location, except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; (iii) the liquidation, dissolution, consolidation or merger of the Company, 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 assumes this Agreement and all obligations and undertakings hereunder by operation of law or otherwise, or (iv) a substantial reduction in the Executive's Compensation, other than a reduction that is part of an overall reduction in the Compensation of all officers of the Company. For purposes of this Agreement, a substantial reduction in the Executive's Compensation shall be deemed to have occurred if, at any time during the term hereof, the Executive's Compensation is reduced below eighty-five percent (85%) of his Compensation as of the Effective Date. An event shall not be considered a Constructive Discharge unless the Executive provides written notice to the Company specifying the event relied upon for Constructive Discharge within sixty (60) days after the occurrence of such event. Within thirty (30) 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. The Company 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 meanings given them in the Employment Agreement