Constructive Termination

Example Definitions of "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. The resignation of the Executive due to the occurrence of any of the following without the Executive's consent: (a) with respect to the Chief Executive Officer, ceasing to serve as a Chief Executive Officer of a publicly traded company; (b) a material reduction in the Executive's duties, title, reporting relationships, position or responsibilities relative to the Executive's duties, title, reporting relationships, position 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) (c) 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 affecting 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) or (d) 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. Control. View More
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, including severance benefits under the Executive Officer Severance Benefit Plan, 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; or (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. Control. View More
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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. Any of Shall mean the following events: (i) (1) any material diminution in the Executive's duties or responsibilities to the Group; (ii) (2) 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) (3) 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) (4) a material diminution in the Executive's potential annual... cash bonus opportunity under the Horace Mann Incentive Compensation Program (or such similar program as that may replace the Incentive Compensation Program). Program) of more than fifty percent (50%) below that paid to the Executive for the Base Year, except in the event that such diminution is comparable to the diminution in the cash bonus paid to other employees of the same business segment as the Executive due to the performance of that business segment. 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. 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 Program); or (v) any material diminution in disability, life, accident or health insurance benefits that the preceding, Executive received during the Base Year (including coverage for dependents); provided, however, that none of the above shall constitute a Constructive Termination shall not be deemed to have occurred until and unless if the Executive provides written notice consents 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. event. View More
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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. The Participant resigns (resulting Participant's resignation from all positions he or she then holds with the Company, resulting in a Separation from Service) Service, because one of the following events or actions is undertaken without the Participant's written consent: (i) a material diminution in the Participant's authority, duties or responsibilities as in effect as of immediately prior to a Change in Control; (ii) a material reduction of more than 20% or more in the Participant's annual... base salary (unless pursuant as in effect as of immediately prior to a salary Change in Control (other than a reduction program applicable that affects all senior executives of the Company to all similarly situated employees); (i) a non-temporary similar degree), which the parties agree is a reduction of ten percent (10%) or more; (iii) a material adverse change in the geographic location of the principal offices at which the Participant must perform the Participant's services as of immediately prior to a Change in Control (which shall in no event include a relocation of the Participant's business principal office to a location that increases the Participant's one-way commute by more of less than 50 sixty (60) miles from South San Francisco, CA); or (iv) 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 or surviving corporation in the Change of Control refuses to materially assume and comply with the Plan or any employment agreement between the Company and the Participant. terms of this Agreement. An event or action will not give the Participant grounds for Constructive Termination unless (A) the Participant gives the Company written notice within 30 sixty (60) 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 thirty (30) days after the Company receives written notice from the Participant; and (C) the Participant's Separation from Service occurs within 90 thirty (30) days after the end of the cure period. View More
Constructive Termination. The Participant resigns (resulting Participant's resignation from all positions he or she then holds with the Company, resulting in a Separation from Service) Service, because one of the following events or actions is undertaken without the Participant's written consent: (i) a material diminution in the Participant's authority, duties or responsibilities as in effect as of immediately prior to a Change in Control; (ii) a material reduction of more than 20% or more in the Participant's annual... base salary (unless pursuant as in effect as of immediately prior to a salary Change in Control (other than a reduction program applicable that affects all senior executives of the Company to all similarly situated employees); (i) a non-temporary similar degree), which the parties agree is a reduction of ten percent (10%) or more; (iii) a material adverse change in the geographic location of the principal offices at which the Participant must perform the Participant's services as of immediately prior to a Change in Control (which shall in no event include a relocation of the Participant's business principal office to a location that increases the Participant's one-way commute by more of less than 50 sixty (60) miles from South San Francisco, CA); or (iv) 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 or surviving corporation in the Change of Control refuses to materially assume and comply with the Plan or any employment agreement between the Company and the Participant. terms of this Agreement. An event or action will not give the Participant grounds for Constructive Termination unless (A) the Participant gives the Company written notice within 30 sixty (60) 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 thirty (30) days after the Company receives written notice from the Participant; and (C) the Participant's Separation from Service occurs within 90 thirty (30) days after the end of the cure period. View More
Constructive Termination. The Participant resigns (resulting Participant's resignation from all positions he or she then holds with the Company resulting in a Separation from Service) because Service after one of the following events or actions is undertaken without the Participant's written consent: (i) any assignment or reassignment of duties or responsibilities that results in a material diminution in the Participant's role in the Company as in effect immediately prior to the date of such change (provided that... neither (A) a change in title, nor (B) the acquisition of the Company and conversion of the Company into a subsidiary, division or unit of the acquirer that results in changes to the Participant's duties or responsibilities which are customary and reasonable in the context of such an acquisition and conversion, and which changes do not cause a material adverse change in the reporting structure or a material reduction of more in status, will, by itself, be deemed a material diminution in the Participant's role); (ii) a greater than 20% or more 10% aggregate reduction by the Company in the Participant's annual base salary (unless pursuant (that is, a material reduction), as in effect immediately prior to the date of such actions; provided, however, that if there are across-the-board proportionate reductions for all executives of the Company, as determined by the Plan Administrator, as part of a general salary reduction, the reduction program applicable as to all similarly situated employees); (i) the Participant will not constitute a basis for a Constructive Termination; or (iii) a non-temporary relocation of the Participant's business office to a location that increases the Participant's one-way one way commute by more than 50 25 miles from the primary location at which the Participant performed performs duties at as of immediately prior to the time date of Constructive Termination; such action; 3 provided, however, that in each case, an event or (iii) a material breach action 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 a Constructive Termination unless (A) the Participant gives the Company written notice notice, within 30 90 days after the initial existence of such event or action, that the event or action that by the Company would give the Participant intends such grounds to resign in a Constructive Termination due to so terminate employment, (B) such event or action; (B) the event or action is not reasonably cured reversed, remedied or cured, as the case may be, by the Company as soon as possible but in no event later than within 30 days after the Company receives of receiving such written notice from the Participant; Participant, and (C) the Participant's Participant terminates his employment in a manner that is a Separation from Service occurs within 90 days after following the end of the cure period. period View More
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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. 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, Sunnyvale, CA) and the then current Company Operation Headquarters (currently located in Burnaby, British Columbia)(for Columbia) (for example, a requirement that the Executive relocate his place of employment from Company Corporate Headquarters in Santa Clara, Sunnyvale, 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, Sunnyvale, 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 occurrence 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. Executive’s Executive's resignation within two (2) years following the occurrence of any of the following events, events without Executive’s Executive's approval: (A) (a) a material reduction in Executive’s 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) (b) a material reduction in Executive’s title, authority Executive's authority, duties or responsibilities, other than as a result of a... transfer to a subsidiary of the Company; or (C) (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 Operations Headquarters (currently located in Burnaby, British Columbia)(for Columbia) (for example, a requirement that the Executive relocate his place of employment from Company Corporate Headquarters in Santa Clara, CA to Company Operation Operations 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, Clara CA would allow the Executive to resign pursuant to a Constructive Termination); provided, provided however, the Executive must provide written notice to the Company of the existence of a condition described in clause (A), B) (a), (b) or (C) (c) within ninety (90) days of the initial existence of the condition, and if within thirty (30) days of the Company’s Company's receipt of such notice (or, if later, Executive’s Executive's actual termination of employment) the Company remedies such condition, a Constructive Termination will not be deemed to have occurred. View More
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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, 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); reduction) or (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. reduction. 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
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Constructive Termination. Any one or more of the following conditions: (i) without Employee's express written consent, the assignment to Employee, following a Change in Control, of any title or duties, or any limitation of Employee's responsibilities, that are substantially and adversely inconsistent with Employee's title(s), duties, or responsibilities with the Company immediately prior to the date of the Change in Control; (ii) without Employee's express written consent, the relocation of the principal place of... Employee's employment, following Change in Control, to a location that is more than fifty (50) miles from 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 Employee than such travel requirements existing immediately prior to the date of the Change in Control; (iii) any failure by the Company, following a Change in Control, to pay, or any material reduction by the Company of, (A) Employee's base salary in effect immediately prior to the date of the Change in Control, or (B) 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 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 who have substantially similar titles and responsibilities as Employee; and (iv) any failure by the Company, following a Change in Control, to (A) continue to provide 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 then held by Employee, in any benefit or compensation plans and programs, including, but not limited to, the Company's life, disability, health, dental, medical, savings, profit sharing, stock purchase and retirement plans, if any, in which Employee was participating immediately prior to the date of the Change in Control, or in substantially similar plans or programs, or (B) provide 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 then held by Employee, which Employee was receiving immediately prior to the date of the Change in Control. However, the occurrence of the foregoing conditions shall not constitute a Constructive Termination unless (A) Employee has given written notice of the occurrence of any such condition(s) to the Chairman of the Board within sixty (60) days following the date on which Employee knows, or with the exercise of reasonable diligence would know, of the occurrence of any of such conditions, (B) the Company fails to cure the condition(s) constituting Constructive Termination within twenty (20) days after receipt of such written notice thereof, and (C) Employee terminates employment with the Company within thirty (30) days following expiration of such cure period. View More
Constructive Termination. Any one or more of the following conditions: following: (i) without the Employee's express written consent, the assignment to the Employee, following a the Change in Control, of any title or duties, or any limitation of the Employee's responsibilities, that are substantially and adversely 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, Company Group, following a the Change in Control, to pay, or any material reduction by the Company Group of, (A) (1) the Employee's base salary in effect immediately prior to the date of the Change in Control, or (B) (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 4 (iv) any failure by the Company, Company Group, following a the Change in Control, to (A) (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's 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 (B) (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 occurrence of the foregoing conditions shall not constitute a Constructive Termination unless (A) the Employee has given written notice of the occurrence of any such condition(s) to the Chairman of the Board within sixty (60) days following the date on which Employee knows, or with the exercise of reasonable diligence would know, of the occurrence of any of such conditions, (B) and allowed the Company fails to cure the condition(s) constituting Constructive Termination within Group at least twenty (20) days after receipt of 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 thereof, and (C) Employee terminates employment with of his Constructive Termination to the Company within thirty (30) days following expiration of such cure period. Board, which shall be an Involuntary Termination. View More
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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. 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; provided, that the expiration of the Executive's position as Principal Financial Officer, if any, shall not be considered a material diminution in... the overall scope of the Executive's duties, authorities, and responsibilities; (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 Annual Base Salary or target bonus in effect immediately prior to the time of a Change in Control; Control. View More
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Constructive Termination. A termination of employment by the Executive for Good Reason.
Constructive Termination. A Means a termination of employment by the Executive for Good Reason.
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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. Shall have the meaning set forth in any employment agreement or severance protection agreement entered into by and between the a Participant and the Company or an Affiliate Affiliate, or, in the absence of any such employment or consulting agreement (or severance protection plan the absence of the Company or an Affiliate in which the Participant participates), or if no such agreement or plan exists, any definition of "good reason" contained therein), any of the following, without the... Participant's prior written consent: (A) (i) 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) Base Salary or Target Bonus Amount, (ii) a material diminution of the Participant's title, authority, duties duties, or responsibilities; (C) reporting responsibilities, (iii) a required relocation of the Participant's primary place of business by more than fifty (50) 50 miles from its then-current location; (D) location, (iv) the failure of the Company to pay or cause to be paid the Participant's Base Salary or annual bonus when due, (v) any material breach by the Company of this Plan (including the exhibits thereto) or the Participant's Participation Notice and Agreement (including Appendix A thereto) or any written agreement between the Company and the Participant relating to the Participant's compensation (including any equity awards); awards), (vi) an increase in the business travel required by the Company or an Affiliate which represents an increase, as compared to immediately prior to such increase, by more than 20% of the Participant's total business time, or (vii) a material reduction in the employee benefits or perquisites provided to the Participant; provided, that any such event described in the foregoing clauses (i) through (vii) 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 the event which constitutes such event; Constructive Termination; provided, further, that a "Constructive Termination" shall cease to exist for an event on the 60th 90th day after following the lapse later of any its occurrence or the Participant's knowledge thereof, unless the Participant has given the Company written notice thereof prior to such cure period. date View More
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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
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 employment View More
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