Constructive Termination

Constructive Termination. The resignation of the Executive due to the occurrence of any of the following without the Executive's consent: (a) a material reduction in the Executive's duties, title, reporting relationships, or responsibilities relative to the Executive's duties, title, reporting relationships, or responsibilities in effect immediately prior to the effective date of the Change of Control; provided, however, that a change in the Executive's title or reporting relationships shall not in and of themselves (or... collectively) constitute a Constructive Termination; provided further, that this determination will include an analysis of whether the Executive maintains at least the same level, scope and type of duties, title, reporting relationships, and responsibilities with respect to the management, strategy, operations and business of the combined entity resulting from such Change of Control, taking the Company, any successor, and their respective parent corporations, subsidiaries and other affiliates, together as a whole; (b) a material reduction by the Company in the Executive's annual base salary or benefits as in effect on the effective date of the Change of Control or as increased thereafter; provided, however, that Constructive Termination shall not be deemed to have occurred in the event of a reduction in the Executive's annual base salary or benefits that is pursuant to a salary reduction program or change in Company benefit programs that affects substantially all of the executive officers or employees of the Company and that does not adversely affect the Executive to a greater extent than other similarly situated employees; (c) a relocation of the Executive's primary business office to a location more than fifty (50) miles from the location at which the Executive performed the Executive's duties as of the effective date of the Change of Control, except for required travel by the Executive with respect to the Company's business to an extent substantially consistent with the Executive's business travel obligations prior to the effective date of the Change of Control; or (d) a material breach by the Company of any material obligations under this Agreement, or a failure of any successor to the Company to assume or continue this Agreement. View More

Constructive Termination. Any of the following events: (i) any material diminution in the Executive's duties or responsibilities to the Group; (ii) any required relocation of the Executive from his or her present work site to another site more than fifty (50) miles from the present work site; (iii) a diminution in the Executive's annual base salary of more than ten percent (10%) below the Executive's salary for the Base Year; or (iv) a material diminution in the Executive's potential annual cash bonus opportunity under... the Horace Mann Incentive Compensation Program (or such similar program as may replace the Incentive Compensation Program). Notwithstanding the preceding, a Constructive Termination shall not be deemed to have occurred until and unless the Executive provides written notice to the Company within ninety (90) days after the initial existence of one of the above conditions and the Company is provided thirty (30) days to remedy the condition and fails to do so. View More

Constructive Termination. The Participant resigns (resulting in a Separation from Service) because one of the following events or actions is undertaken without the Participant's written consent: (i) a reduction of more than 20% or more in the Participant's annual base salary (unless pursuant to a salary reduction program applicable to all similarly situated employees); (i) a non-temporary relocation of the Participant's business office to a location that increases the Participant's one-way commute by more than 50 miles... from the primary location at which the Participant performed duties at the time of Constructive Termination; or (iii) a material breach by the Company or any successor entity of the Plan or any employment agreement between the Company and the Participant. An event or action will not give the Participant grounds for Constructive Termination unless (A) the Participant gives the Company written notice within 30 days after the initial existence of the event or action that the Participant intends to resign in a Constructive Termination due to such event or action; (B) the event or action is not reasonably cured by the Company within 30 days after the Company receives written notice from the Participant; and (C) the Participant's Separation from Service occurs within 90 days after the end of the cure period. View More

Constructive Termination. Executive’s resignation following the occurrence of any of the following events, without Executive’s approval: (A) a material reduction in Executive’s Base Salary, target bonus or benefits, other than a reduction that is implemented across-the-board to all employees at Executive’s level; (B) a material reduction in Executive’s title, authority or responsibilities, other than as a result of a transfer to a subsidiary of the Company; or (C) the requirement that Executive relocate to a place of... employment more than 100 miles from both the then current Company Corporate Headquarters (currently located in Santa Clara, CA) and the then current Company Operation Headquarters (currently located in Burnaby, British Columbia)(for example, a requirement that the Executive relocate his place of employment from Company Corporate Headquarters in Santa Clara, CA to Company Operation Headquarters in Burnaby, British Columbia (or vice versa) would not allow the Executive to resign pursuant to a Constructive Termination, however, a requirement that the Executive relocate to Santa Barbara, CA from Company Corporate Headquarters in Santa Clara, CA would allow the Executive to resign pursuant to a Constructive Termination); provided, however, the Executive must provide written notice to the Company of the existence of a condition described in clause (A), B) or (C) within ninety (90) days of the initial existence of the condition, and if within thirty (30) days of the Company’s receipt of such notice (or, if later, Executive’s actual termination of employment) the Company remedies such condition, a Constructive Termination will not be deemed to have occurred. View More

Constructive Termination. Any one or more of the following: (i) without the Employee's express written consent, the assignment to the Employee, following the Change in Control, of any title or duties, or any limitation of the Employee's responsibilities, that are substantially inconsistent with the Employee's title(s), duties, or responsibilities with the Company Group immediately prior to the date of the Change in Control; (ii) without the Employee's express written consent, the relocation of the principal place of... the Employee's employment, following the Change in Control, to a location that is more than fifty (50) miles from the Employee's principal place of employment immediately prior to the date of the Change in Control, or the imposition of travel requirements substantially more demanding of the Employee than such travel requirements existing immediately prior to the date of the Change in Control; (iii) any failure by the Company Group, following the Change in Control, to pay, or any material reduction by the Company Group of, (1) the Employee's base salary in effect immediately prior to the date of the Change in Control, or (2) the Employee's bonus compensation, if any, in effect immediately prior to the date of the Change in Control (subject to applicable performance requirements with respect to the actual amount of bonus compensation earned by the Employee), unless base salary and/or bonus reductions comparable in amount and duration are concurrently made for a majority of the other employees of the Company Group who have substantially similar titles and responsibilities as the Employee; and (iv) any failure by the Company Group, following the Change in Control, to (1) continue to provide the Employee with the opportunity to participate, on terms no less favorable than those in effect for the benefit of any employee group which customarily includes a person holding the employment position or a comparable position with the Company Group then held by the Employee, in any benefit or compensation plans and programs, including, but not limited to, the Company Group's life, disability, health, dental, medical, savings, profit sharing, stock purchase and retirement plans, if any, in which the Employee was participating immediately prior to the date of the Change in Control, or in substantially similar plans or programs, or (2) provide the Employee with all other fringe benefits (or substantially similar benefits), including, but not limited to, relocation benefits, provided to any employee group which customarily includes a person holding the employment position or a comparable position with the Company Group then held by the Employee, which the Employee was receiving immediately prior to the date of the Change in Control. However, the foregoing conditions shall not constitute a Constructive Termination unless the Employee has given written notice of any such condition(s) to the Chairman of the Board and allowed the Company Group at least twenty (20) days thereafter to correct such condition(s). If such condition(s) are not corrected within that twenty (20) day period, the Employee may give written notice of her Constructive Termination to the Board, which shall be an Involuntary Termination. View More

Constructive Termination. The occurrence, on a date that is prior to the two-month period prior to the consummation of a Company Transaction or after the 12-month period following the consummation of a Company Transaction, of any of the following without the Executive's express prior written consent: (i) a material reduction of or to the Executive's duties, responsibilities or title (a change in reporting relationship alone does not constitute such a material reduction); (ii) a material reduction by the Company of the... Executive's Base Salary, unless similarly situated executives also experience a reduction; or (iii) a requirement that the Executive relocate his primary work location more than 25 miles from Bellevue, Washington or from any work location to which the Company transfers the Executive during the course of his employment and to which such transfer the Executive has consented. Notwithstanding the foregoing, a Constructive Termination shall not exist unless (x) the Executive delivers written notice to the Company (the "Constructive Termination Notice") of the existence of the condition which the Executive believes constitutes a Constructive Termination within 30 days of the initial existence of such condition (which Constructive Termination Notice specifically identifies such condition), (y) the Company fails to remedy such condition within 30 days after the date on which it receives such notice (the "Constructive Termination Cure Period"), and (z) the Executive actually terminates employment within 30 days after the expiration of the Constructive Termination Cure Period. View More

Constructive Termination. The occurrence of any of the following, without the Executive's express written consent, at any time within twelve (12) months following a Change in Control: (i) material diminution in the overall scope of the Executive's duties, authorities and responsibilities from those held by the Executive immediately prior to the time of a Change in Control; (ii) geographic relocation of the Executive's assigned principal business location to a location greater than forty (40) miles from the place of the... Executive's principal business location immediately prior to the time of a Change in Control; or (iii) diminution by ten percent (10%) or more of the Executive's base salary or target bonus in effect immediately prior to the time of a Change in Control; View More

Constructive Termination. A termination of employment by the Executive for Good Reason.

Constructive Termination. Shall have the meaning set forth in any employment agreement or severance protection agreement entered into by and between the Participant and the Company or an Affiliate (or severance protection plan of the Company or an Affiliate in which the Participant participates), or if no such agreement or plan exists, any of the following, without the Participant's prior written consent: (A) a material reduction in the Participant's annual base salary or, to the extent applicable, target bonus... opportunity (other than in connection with an across the board reduction in compensation of similarly situated employees, of, on an individual-by-individual basis, less than 10%); (B) a material diminution of the Participant's authority, duties or responsibilities; (C) a relocation of the Participant's primary place of business by more than fifty (50) miles from its then-current location; (D) any material breach by the Company of any written agreement relating to the Participant's compensation (including any equity awards); provided, that any such event shall constitute a Constructive Termination only if the Participant gives written notice to the Company within 10 days following the later of its occurrence or the Participant's knowledge thereof and the Company fails to cure such event within 30 days after receipt from the Participant of written notice of such event; provided, further, that a "Constructive Termination" shall cease to exist for an event on the 60th day after the lapse of any such cure period. View More

Constructive Termination. A resignation by a Participant who has been selected by the Board as a corporate officer of the Company due to diminution or adverse change in the circumstances of such Participant's service as such a corporate officer, as determined in good faith by the Participant; including, without limitation, reporting relationships, job description, duties, responsibilities, compensation, perquisites, office or location of employment. Constructive Termination shall be communicated by written notice to the... Company (or successor to the Company), and such termination shall be deemed to occur on the date such notice is so delivered View More