Constructive Termination as a Director

Constructive Termination as a Director. Means the occurrence of any one or more of the following events without Executive's prior written consent, unless the Company fully corrects the circumstances constituting Constructive Termination as a Director (provided such circumstances are capable of correction) prior to the Date of Termination, (i) the Company's failure to timely pay Executive compensation or reimbursement owed to him by virtue of his service as a non-employee member of the Board within seven (7) days of the date such... compensation or reimbursement is due, (ii) the Company's failure to provide Executive with notice of Board meetings and Board meeting materials at a time no later than such are provided to other Board members generally, (iii) holding one or more meetings of the Board including substantially all of the Board and intentionally excluding Executive, unless Executive's inclusion in such meetings would present a conflict of interest, (iv) a majority of the Board requests that Executive resign from the Board (other than for reasons that would constitute Cause hereunder), (v) the Company's failure to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 14(b)(i) hereof, or (vi) the Company's breach of the non-disparagement provisions of Section 10 of this Agreement. View More