Constructive Termination Without Cause.
Shall 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) E-9 3 (ii) 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 Executive Vice President and Chief Financial Officer of the Company; (iii) a change in the reporting structure of the Company so that the Executive no longer reports directly to the President of the Company; 2 or (iv) a material breach by the relocation Company 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; provisions of this Agreement; 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 15 calendar days after a merger, consolidation, sale or similar transaction. transaction; or (vi) the occurrence of a Change in Control of the Company. Following written notice from the Executive of any of the events described in (i) through (v) above, which notice must be delivered within 30 calendar days following his learning of the occurrence of any of such events, 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.
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Constructive Termination Without Cause.
Shall 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) (ii) 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 or E-24 3 or which materially impair the Executive's ability to function as the Vice President -- Product and Business Development of the Company; (iii) a change in the reporting structure of the Company so that the Executive no longer reports directly to the President of the Company; 2 or (iv) a material breach by the relocation Company 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; provisions of this Agreement; 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 15 calendar days after a merger, consolidation, sale or similar transaction. transaction; or (vi) the occurrence of a Change in Control of the Company. Following written notice from the Executive of any of the events described in (i) through (v) above, which notice must be delivered within 30 calendar days following his learning of the occurrence of any of such events, 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.
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Constructive Termination Without Cause.
Shall 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 then current Base
Salary Salary, or target bonus opportunity
as a percentage of Base Salary, or the termination or material reduction of any
perquisite described in Sections 7 or 8 or any other employee benefit or perquisite enjoyed by him (other
than than, in the case of such other employee... benefits or perquisites, as part of an across-the-board reduction of such other employee benefits or perquisites 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 (including membership on the Board) or the removal of him from any such position; (iii) (A) during the Initial Term, a material diminution in the Executive's duties and duties, responsibilities as described in Section 3 or authority 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 Chairman and Chief Executive Officer of the Company; 2 Company, and (B) during the last three years of the Term of Employment, the assignment to the Executive of duties that are materially inconsistent with those that could reasonably be expected to be assigned to, and performed by, a part-time senior executive of a major corporation; (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 outside the State of Connecticut or more than 50 miles from New York, New York; Greenwich, Connecticut; or (v) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor (whether direct or indirect, by purchase, merger, consolidation, sale or similar transaction) to all or substantially all of the business and/or assets of the Company within 30 15 calendar days after a merger, consolidation, sale or similar transaction. the closing of any such event. Following written notice given as set forth in Section 21, below, from the Executive of any one of the events described in (i) through (v) above, the Company shall have 30 15 calendar days in which to cure. If the Company fails to cure, the Executive's termination Constructive Termination Without Cause shall become effective on the 31st 16th calendar day following the written notice. The Executive's good faith determination that there has been a Constructive Termination Without Cause shall be conclusive 2 unless the Company bears the burden of proving that the Executive was acting in bad faith or unreasonably.
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Constructive Termination Without Cause.
Shall 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) (ii) 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 and Chief Operating Officer of the Company; 2 (iv) (iii) a change in the relocation reporting structure of the Company's principal office, Company so that the Executive no longer reports directly to the Chairman of the Board and Chief Executive Officer of the Company; or the Executive's own office location, as assigned to him (iv) a material breach by the Company, other than a relocation at Company of the Executive's initiative, to a location more than 50 miles from New York, New York; provisions of this Agreement; or E-49 3 (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 15 calendar days after a merger, consolidation, sale or similar transaction. transaction; or (vi) the occurrence of a Change in Control of the Company. Following written notice from the Executive of any of the events described in (i) through (v) above, which notice must be delivered within 30 calendar days following his learning of the occurrence of any of such events, 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.
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