Constructive Termination Without Cause

Constructive Termination Without Cause. Shall mean termination by the Executive of his employment at his initiative following the occurrence of any of the following events without his consent: (i) a reduction in the Executive's initial Base Salary or target bonus opportunity or the termination or material reduction of any employee benefit or perquisite enjoyed by him (other than as part of an across-the-board reduction applicable to all executive officers of the... Company); (ii) the failure to elect or reelect the Executive to any of the positions described in Section 3 or the removal of him from any such position; (iii) a material diminution in the Executive's duties and responsibilities as described in Section 3 or the assignment to the Executive of duties or responsibilities which are materially inconsistent with his duties and responsibilities as described in Section 3 or which materially impair the Executive's ability to function as the President of the Company; 2 (iv) the relocation of the Company's principal office, or the Executive's own office location, as assigned to him by the Company, other than a relocation at the Executive's initiative, to a location more than 50 miles from New York, New York; or (v) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within 30 calendar days after a merger, consolidation, sale or similar transaction. Following written notice from the Executive of any of the events described in (i) through (v) above, the Company shall have 30 calendar days in which to cure. If the Company fails to cure, the Executive's termination shall become effective on the 31st calendar day following the written notice. View More

Constructive Termination Without Cause. A termination of Employee's employment by Employee following the occurrence, without his prior written consent, of one or more of the following events: (i) a material reduction in Employee's compensation; (ii) a significant diminution in Employee's duties, responsibilities, titles or position, or the assignment to Employee of duties and responsibilities inconsistent with the title or positions held by Employee on the date of this Agreement; or (iii) the required geographical relocation of... Employee out of the greater Chicago, Illinois area. A Constructive Termination Without Cause will not take effect unless: (A) Employee has delivered written notice to the Company within 60 days after acquiring knowledge of one of the events described in this Subsection 1(c) that provides a basis for Constructive Termination Without Cause, stating which one of these events has occurred; and (B) within 30 days after receipt of such notice the Company has not remedied such event and provided Employee with written notice of such remedy. View More

Constructive Termination Without Cause. Shall mean termination by the Executive of his employment at his initiative within 30 days following the occurrence of any of the following events without his consent: (i) a reduction in the Executive's then current Base Salary or target bonus opportunity; (ii) a reduction in the aggregate value of the benefits provided to the Executive under the Company's medical, health, accident, disability, life insurance, thrift and retirement plans, other... than any reduction that occurs as a result of a modification or termination of such plans and programs which affects all participants in such plans or programs; (iii) the removal of the Executive from any of the positions described in Section 3(a) below; (iv) a material diminution in the Executive's duties as described in Section 3(a) below; (v) a change in the reporting structure so that the Executive reports to someone other than the Board; (vi) any purported termination of the Executive's employment that is not effected for Cause or Disability; or (vii) the failure of the Parent to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Parent within 15 days after a merger, consolidation, sale or similar transaction. Following written notice from the Executive of any of the events described above, the Company or the Parent, as applicable, shall have 30 calendar days in which to cure. If the Company or the Parent, as the case may be, fails to cure, the Executive's termination shall become effective on the 31st calendar day following the written notice. During the CEO Period, as described in Section 3(a) below, all subparagraphs (i) through (vii) are applicable. During the Leave of Absence Period, as described in Section 3(b) below, only 4 subparagraphs (i), (ii) and (vii) are applicable and during the Return to Employment Period, as described in Section 3(c) below, all subparagraphs except (iii), (iv) and (v) are applicable. View More

Constructive Termination Without Cause. Shall have the same meaning and effect as a termination with "Good Reason" (defined in Section 1(j)).

Constructive Termination Without Cause. Shall mean a termination of the Executive's employment at his initiative as provided in Section 10(d) below following the occurrence, without the Executive's prior written consent, of one or more of the following events (except in consequence of a prior termination): (i) a reduction in or elimination of (A) the Executive's then current Base Salary, (B) his bonus opportunity for which he is eligible under Section 5 below, or (C) his opportunity for any long-term... incentive award for which he is eligible under Section 6(A) below or the termination or material reduction of any employee benefit or perquisite enjoyed by him; 2 (ii) the failure to elect or reelect the Executive to any of the positions described in Section 3 below or his removal, without Cause, from any such position; (iii) a material diminution in the Executive's duties as Chairman and Chief Executive Officer of the Company, as provided in Section 3(a) below, or the assignment to the Executive of duties which are materially inconsistent with such duties or which materially impair the Executive's ability to function as Chairman and Chief Executive Officer of the Company; (iv) the failure to continue the Executive's participation in any incentive compensation plan for which he is eligible unless a plan providing a substantially similar opportunity is substituted; (v) the relocation of the Company's principal office, or the Executive's own office location as assigned to him by the Company, to a location more than 50 miles from Avenel, New Jersey, provided that such a relocation to a location within 50 miles from Avenel, New Jersey, shall constitute grounds for a Constructive Termination Without Cause if such location is more than 100 miles from the Executive's residence on the date of this Agreement; or (vi) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within 45 days after the merger, consolidation, sale or similar transaction resulting in such succession provided that Executive may not treat such failure as a Constructive Termination Without Cause unless such failure is not cured within 10 days of receipt of notice thereof by such successor from Executive. View More

Constructive Termination Without Cause. Shall mean a termination by the Grantee of his employment with the Company on written notice given to the Company within 60 days following the occurrence, without his prior written consent, of any of the following events during the Transition Period: (i) the assignment to the Grantee of duties or responsibilities that are not commensurate with the Grantee's position as Chief Executive Officer, or any material diminution in the Grantee's duties or authorities as... Chief Executive Officer (other than as may be agreed from time to time by the Grantee in writing), or any change in the reporting structure so 8 that the Grantee reports to any person or entity other than the Company's Chairman or the Board; (ii) any material breach of any material obligation of the Company to the Grantee, whether under this Agreement or otherwise, which breach is not cured by the Company within 10 business days of receipt by the Company of written notice thereof setting forth in reasonable detail the grounds on which such breach is alleged. View More

Constructive Termination Without Cause. Means a termination of the Employee's employment by the Employee following the occurrence, without his prior written consent, of one or more of the following events: (1) a reduction in the Employee's Salary or a material change in the bonus arrangements described in Section 4 that is adverse to the Employee; (2) a significant diminution in the Employee's duties, responsibilities, titles or position, including the failure to maintain his status as a member of the Board, or the assignment to... Employee of duties and responsibilities inconsistent with the title or positions held by the Employee on the date of this Agreement; (3) the required geographical relocation of the Employee out of the greater Tempe, Arizona area; (4) the failure of the Company to obtain the unconditional assumption, in writing or by operation of law, of the Company's obligation to the Employee under this Agreement by any successor prior to or at the time of a reorganization, merger, consolidation, disposition of all or substantially all of the assets of the Company or similar transaction. A Constructive Termination Without Cause will not take effect unless: (1) the Employee has delivered written notice to the Board within 60 days after acquiring knowledge of one of the events described in this paragraph (f) that provides a basis for Constructive Termination Without Cause, stating which one of these events has occurred; and (2) within 30 days after receipt of such notice the Company has not remedied such event and provided the Employee with written notice of such remedy. The failure of the Employee to effect a Constructive Termination Without Cause as to any one event described in this paragraph (f) shall not affect the Employee's right to effect a Constructive Termination Without Cause as to any other such event. View More

Constructive Termination Without Cause. Means a termination by written notice given by the Officers' Co. within 30 days following the occurrence, without the Officers' Co.'s prior written consent, of one or more of the following events (except in consequence of a prior termination): 1. a reduction in or elimination of (A) the Officers' Co.'s then current Base Cash Consideration, (B) the Officers' Co.'s opportunity for participation in the Incentive Pool under Section 7, or (C) any other consideration otherwise due... to the Officers' Co. under any Operative Agreement; 17 18 2. the failure, without Cause, to elect or reelect the Officers to any of the positions described in Section 1 or the removal of either Officer, without Cause, from any such position; 3. a material diminution in the duties of either Officer, as described in Section 1, or the assignment to either Officer of duties which are materially inconsistent with such duties or which materially impair such Officer's ability to function in such position, and in case of any such assignment, the failure of the Company to cure such inconsistency or impairment within 10 business days after its receipt of notice thereof from the Officers' Co.; 4. the relocation of the Company's principal office more than 50 miles from its current location without the Officers' Co.'s consent; or 5. the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company on or before the closing of any merger, consolidation, sale or similar transaction resulting in such succession, provided that the Officers' Co. may not treat such failure as a Constructive Termination Without Cause unless such failure is not cured within 10 business days of receipt of notice thereof by such successor from the Officers' Co. View More

Constructive Termination Without Cause. Shall mean the Officer's resignation of employment following the occurrence, without his prior written consent, of one or more of the following events: (i) a material reduction in the Officer's compensation; (ii) a significant diminution in the Officer's duties and responsibilities, or the assignment to the Officer of duties and responsibilities that are materially and adversely inconsistent with the duties and responsibilities held by the Officer on the date of this Agreement; or (iii) the... required geographical relocation of the Officer out of the greater Miami, Florida area, in each case except as is due to Cause or as a result of the disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) of the Officer. View More

Constructive Termination Without Cause. Shall mean a termination by the Executive of his/her employment hereunder on 30 days' written notice given by him/her to the Company following the occurrence, without his/her prior written consent, of any of the following events, unless the Company shall have fully cured all grounds for such termination within 15 days after the Executive gives notice thereof: (1) any reduction in his/her then current Base Salary or in his/her annual incentive bonus award opportunity set forth herein; 2 ... (2) any material failure to timely grant, or timely honor, any equity or long-term incentive award under Sections 1 (Q) through 1 (S); (3) any material breach of the Company's obligations, representations or warranties in this Agreement; (4) any failure during the term of this Agreement to appoint, elect or reelect him to any of the positions described in Section 3(A); the removal of him during the term of this Agreement from any such position; or any change in the reporting structure so that he reports to someone other than the Chief Executive Officer of the Company; (5) any material diminution in his duties or the assignment to him of duties that materially impair his ability to perform his duties; (6) following any Change in Control, any relocation of the Company's principal office, or of his own office as assigned to him by the Company, to a location more than 50 miles from Malvern, Pennsylvania; (7) following any Change in Control, any failure by the Company to continue in effect any compensation plan in which the Executive participated immediately prior to such Change in Control and which is material to the Executive's total compensation, including but not limited to the Company's stock option, incentive compensation, deferred compensation, stock purchase, bonus and other plans or any substitute plans adopted prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or any failure by the Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis no less favorable to the Executive, both in terms of the amount of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately prior to such Change in Control; (8) following any Change in Control, any failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company's pension, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to such Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any perquisite enjoyed by the Executive at the time of such Change in Control, or the failure by the Company to maintain the vacation allowance provided in Section 7 with respect to the Executive; (9) following any Change in Control, any failure to elect Executive as Chief Financial Officer of the Person acquiring the Company with duties and 3 responsibilities of comparable scope to Executive's duties and responsibilities immediately prior to such Change in Control; or (10) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within 15 days after a merger, consolidation, sale or similar transaction. View More