Constructive Termination Event

Constructive Termination Event. Employee if within the period beginning sixty (60) days prior to and ending ninety (90) days following the occurrence of the first Corporate Change to occur after the Effective Date the Employer: (1) reduces Employee's Base Pay or target bonus under any bonus or incentive compensation plan of the Employer from the Base Pay being paid to or the bonus being targeted for Employee immediately prior to such Corporate Change; (2) makes a significant reduction in the level, or a... significant increase in the cost to Employee, of the employee benefits (including but not limited to medical, dental, vision, life insurance, accidental death and dismemberment, and long-term disability benefits) and perquisites being provided to or for the benefit of Employee from the level or cost applicable to Employee immediately prior to such Corporate Change; (3) requires or requests Employee to relocate to a principal place of employment that is more than twenty-five (25) miles from the location where Employee was principally employed immediately prior to such Corporate Change; (4) changes the status, position or responsibilities of Employee which, in Employee's reasonable judgment, represents a demotion from his or her status, position or responsibilities as in effect immediately prior to such Corporate Change, or assigns duties or responsibilities to Employee which, in Employee's reasonable judgment, are inconsistent with his or her status, position or responsibilities as in effect immediately prior to such Corporate Change. View More

Constructive Termination Event. The occurrence, without a Participant's written consent of: (i) a material reduction in the Participant's Base Salary or Target Bonus; (ii) the Employer requiring a relocation of the Participant's principal place of employment more than 50 miles from the Participant's principal place of employment as of the Closing; (iii) any material breach by the Company of any material provision of the Participant's Employment Agreement (if applicable); or (iv) a material diminution in the Participant's... duties or responsibilities; provided, however, that the Participant gives written notice to the Company or the Employer of the existence of such a condition within 90 days of the initial existence of the condition, the Company or the Employer has at least 30 days from the date when such notice is provided to cure the condition (if such condition can be cured) without being required to make payments due to termination of employment, and the Participant actually terminates Participant's employment due to the Constructive Termination Event within six months of the initial occurrence of any of the conditions above. View More

Constructive Termination Event. Shall mean, in the absence of a written consent of the Participant, and notwithstanding the applicability at the time of the Employment Agreement, so long as such agreement does not contain a definition of "Good Reason," any one or more of the following: (i) a significant and non-temporary change in the Participant's general job description or duties of a magnitude that changes the fundamental character of the Participant's job to such an extent as to constitute a de facto demotion, excluding... for this purpose any action not taken in bad faith that (x) results from the evaluation of individual job performance, (y) is part of any overall restructuring involving similarly situated employees generally, or (z) is remedied on the part of the employer promptly after receipt of notice thereof; (ii) any material reduction in the Participant's base salary or target bonus outside the range of percentages for the respective position, excluding reductions (x) due to economic exigency affecting the Company and/or its subsidiaries, (y) that result from the evaluation of individual job performance or (z) that are made generally applicable to the classification or grade of employees of whom the Participant is a member, other than a reduction not occurring in bad faith and which is remedied on the part of the employer promptly after receipt of notice thereof; or (iii) requiring the Participant to relocate his or her principal business location more than 50 miles from the farther of his residence or his or her principal business location as of the date of the Change in Control. View More