Constructive Termination

Constructive Termination. Means a termination by the Executive of his employment with the Company on written notice given to the Company within 200 days following the date on which he learns of the occurrence, without his prior written consent, of any of the following events, if the Company shall have failed to cure such event within twenty (20) days following receipt of written notice from the Executive of a request to cure such event: (i) a reduction in his then current Base Salary or in his target bonus opportunity... pursuant to Section 5; Minimum Bonus Amount; 3 (ii) a failure to timely grant, or timely honor, any equity award under Section 6(a) of the this Agreement or a material breach of the Company's obligations under this Agreement, the Option Agreement or the Subscription Option Agreement; (iii) the termination of, or a reduction in, any material employee benefit or perquisite enjoyed by him (other than as part of an across-the-board reduction applying to all executive officers of the Company which has been approved by the Board); (iv) the failure to elect or reelect him to any of the positions described in Section 3 or the removal of him from any such position; (v) a material change diminution in his duties or the Executive's positions, titles or responsibilities assignment to him of duties that are not materially consistent with those customarily assigned to a member of the Board and Chairman of the Board of a corporation of the size and nature of the Company (other than or which do, or would be reasonably expected to, materially impair his ability to function as the a result member of a promotion) as set forth in Section 3 the Board and Chairman of this Agreement or any action by the Company which results in a material diminution in Board of the authority of Executive, excluding for this purpose, changes to the individuals, groups, positions or divisions which report to the Executive; Company; (vi) the relocation of the Company's principal office, or of his own office as assigned to him by the Company, to a location outside of Manhattan, New York; more than 75 miles from Boston, MA, or (vii) the failure of the Company to obtain the assumption in writing of its obligation to fully perform this Agreement by any successor to all or substantially all of the assets of the Company within 15 days after written request from the Executive following a merger, consolidation, sale or similar transaction; (viii) a material breach by the Company of any or all of the representations made by the Company herein or in Section 17 of the Option Agreement; (ix) the failure of the Executive to report directly to Michael E. Satz or his successor as Chief Executive Officer of the Company; or 3 (x) the termination of Michael Satz's employment with the Company by the Company, without Cause or by Michael Satz as a result of a Constructive Termination. transaction. View More

Constructive Termination. Means a termination by the Executive of his employment with the Company on written notice given to the Company within 200 days following the date on which he learns of the occurrence, without his prior written consent, of any of the following events, if the Company shall have failed to cure such event within twenty (20) days following receipt of written notice from the Executive of a request to cure such event: (i) a reduction in his then current Base Salary or in his target bonus opportunity... pursuant to Section 5; Minimum Bonus Amount; (ii) a failure to timely grant, or timely honor, any equity award under Section 6(a) of the this Agreement or a material breach of the Company's obligations under this Agreement, the Option Agreement or the Subscription Option Agreement; 3 (iii) the termination of, or a reduction in, any material employee benefit or perquisite enjoyed by him (other than as part of an across-the-board reduction applying to all executive officers of the Company which has been approved by the Board); (iv) the failure to elect or reelect him to any of the positions described in Section 3 or the removal of him from any such position; (v) a material change diminution in his duties or the Executive's positions, titles or responsibilities assignment to him of duties that are not materially consistent with those customarily assigned to a member of the Board and Chief Executive Officer of a corporation of the size and nature of the Company (other than or which do, or would be reasonably expected to, materially impair his ability to function as the a result member of a promotion) as set forth in Section 3 the Board and Chief Executive Officer of this Agreement or any action by the Company which results in a material diminution in the authority of Executive, excluding for this purpose, changes to the individuals, groups, positions or divisions which report to the Executive; Company; (vi) the relocation of the Company's principal office, or of his own office as assigned to him by the Company, to a location outside of Manhattan, more than 75 miles from Boston, MA, Westport, CT or New York, New York; (vii) the failure of the Company to obtain the assumption in writing of its obligation to fully perform this Agreement by any successor to all or substantially all of the assets of the Company within 15 days after written request from the Executive following a merger, consolidation, sale or similar transaction; or (viii) a the material breach by the Company of any of its representations or all of the representations made by the Company herein or in Section 17 of warranties under the Option Agreement; (ix) the failure of the Executive to report directly to Michael E. Satz or his successor as Chief Executive Officer of the Company; or 3 (x) the termination of Michael Satz's employment with the Company by the Company, without Cause or by Michael Satz as a result of a Constructive Termination. Agreement. View More

Constructive Termination. Means a termination by the Executive of his employment with the Company on written notice given to the Company within 200 thirty (30) days following the date on which he learns of the occurrence, without his prior written consent, of any of the following events, if the Company shall have failed to cure such event within twenty (20) thirty (30) days following receipt of written notice from the Executive of a request to cure such event: (i) a reduction in his then current Base Salary or in his ... class="diff-color-red">target current bonus opportunity level pursuant to Section 5; the Company's bonus plan; (ii) a failure to timely grant, or timely honor, any equity award under Section 6(a) of the Agreement or a material breach of the Company's obligations under this Agreement, the Option Agreement or the Subscription Agreement; (iii) the termination of, or a reduction in, any material employee benefit or perquisite enjoyed by him (other than as part of an across-the-board reduction applying to all executive officers of the Company which has been approved by the Board); (iv) the failure to elect or reelect him to any of the positions described in Section 3 Board or the removal of him from any such position; (v) Compensation Committee thereof (the "Compensation Committee")); (iv) a material change in the Executive's positions, titles or responsibilities with the Company (other than as a result of a promotion) as set forth in Section 3 of this Agreement Agreement, or any action by the Company which results in a material diminution in the authority of Executive, excluding for this purpose, changes to the individuals, groups, positions positions, or divisions which report to the Executive; (vi) Executive or, if applicable, the Executive's removal as a member of the Board or as a member of any board of directors of any Subsidiary of the Company. For the avoidance of doubt, a change in the Person to whom the Executive reports shall not be deemed a Constructive Termination hereunder; 3 (v) the relocation of the Company's Executive's principal office, or of his own office as assigned to him by the Company, to a location outside of Manhattan, New York; (vii) York without his consent; (vi) the failure of the Company to obtain the assumption in writing of its obligation to fully 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 sale, or similar transaction; (viii) or (vii) a material breach by the Company of any or all of the representations made by the Company herein or in Section 17 of the Option Agreement; (ix) the failure of the Executive to report directly to Michael E. Satz or his successor as Chief Executive Officer of the Company; or 3 (x) the termination of Michael Satz's employment with the Company by the Company, without Cause or by Michael Satz as a result of a Constructive Termination. 12(a). View More

Found in ACA Capital Holdings Inc contract

Constructive Termination. A "Constructive Termination" shall Shall be deemed to occur if (A) (1) Executive's position changes as a result of an action by the Company such that (w) Executive shall no longer be Chief Financial and Administrative Officer an Executive Vice President of the Company, or (x) Executive shall have duties and responsibilities demonstrably less than those typically associated with a Chief Financial and Administrative Officer, an Executive Vice President, Sales & Client Operations or (y) Executive... shall no longer report directly to the Company's Chief Executive Officer; provided that if the Board of Directors of the Company determines by unanimous vote of all directors that it is required either by law or by rule of any exchange or listing entity whose rules must be complied with in order for the Company to maintain such listing that Executive not be Chief Financial Officer, then the involuntary removal of Executive from the position of Chief Financial Officer will not, in and of itself, constitute a Constructive Termination under this clause (A)(l)(y)), (2) Executive is required to relocate her his place of employment, other than a relocation within fifty (50) miles of Executive's current residence or the Company's current Stamford or Ft. Myers headquarters, (3) there is a reduction in Executive's base salary or target bonus other (other than any such reduction or termination consistent with a general reduction of pay across the executive staff as a group, as an economic or strategic measure due to as a result of poor financial performance by the Company, Company) or (4) there occurs any other material breach of this Agreement by the Company (other than a reduction of Executive's base salary or target bonus which is not described in the immediately preceding clause (3)); (3)) after a written demand for substantial performance is delivered to the Board by Executive which specifically identifies the manner in which Executive believes that the Company has materially breached this Agreement, and the Company has failed to cure such breach to the reasonable satisfaction of Executive within thirty (30) days following the delivery of such notice and (B) within the ninety (90) day period immediately following an action described in clauses (A)(1) through (4), Executive elects to terminate her his employment voluntarily. View More

Constructive Termination. A "Constructive Termination" shall will be deemed to occur if (A) (1) Executive elects to voluntarily terminate employment within the ninety (90) day period immediately following any of the following events: (i) Executive's position changes as a result of an action by the Company such that (w) (A) Executive shall will no longer be Chief Financial and Administrative Executive Officer of the Company, (x) (B) Executive shall will have authorities, duties and responsibilities demonstrably less less, in any material respect, than those typically associated with a Chief Financial and Administrative Officer, chief executive officer of a company of comparable size, or (y) (C) Executive shall no longer is required to report directly to a person or persons other than the Company's Chief Executive Officer; entire Board, or a committee of the Board, or otherwise than substantially in accordance with past practice; provided that if the Board of Directors of the Company determines by unanimous vote of all directors (excluding Executive) that it is required either by law or by rule of any exchange or listing entity whose rules must be complied with in order for the Company to maintain such listing that Executive not be Chief Financial Executive Officer, then the involuntary removal of Executive from the position of Chief Financial Executive Officer will not, in and of itself, constitute a Constructive Termination under this clause (A)(l)(y)), (2) Termination, (ii) Executive is required to relocate her his place of employment, other than a relocation within fifty (50) miles of Executive's current residence or 11 the Company's current Stamford headquarters, (3) (iii) there is a reduction in Executive's base salary Base Salary or target bonus Target Bonus other than any such reduction consistent with a general reduction of pay across the executive staff as a group, as an economic or strategic measure due to poor financial performance by the Company, (iv) the Company becomes a subsidiary of another entity other than pursuant to implementation of a holding company structure in which the Company is the principal subsidiary of the holding company, or (4) (v) there occurs any other material breach of this Agreement by the Company (other than a reduction (including, without limitation, any breach of Section 14(c), but excluding the termination of Executive's base salary service as a director due to applicable legal or target bonus which is not described in listing requirements or stockholders failing to reelect Executive to the preceding clause (3)); Board) after a written demand for substantial performance is delivered to the Board by Executive which specifically identifies the manner in which Executive believes that the Company has materially breached this Agreement, and the Company has failed to cure such breach to the reasonable satisfaction of Executive within thirty (30) days following the delivery of such notice, during which thirty (30) day notice and (B) within period, the ninety (90) day period immediately following an action described in clauses (A)(1) through (4), Executive elects to terminate her employment voluntarily. above will be tolled. View More

Constructive Termination. A "Constructive Termination" shall be deemed to occur if (A) (1) Executive's position changes as a result of an action by the Company such that (w) Executive shall no longer be Chief Financial and Administrative Executive Officer of the Company, (x) Executive shall have duties and responsibilities demonstrably less than those typically associated with a Chief Financial and Administrative Executive Officer, or (y) Executive shall no longer report directly to the Company's Chief Board of... Directors or (z) Executive Officer; is involuntarily removed from the Board of Directors of the Company or the position of Chairman of the Board or, having consented to stand for reelection, is not reelected to the Board of Directors or to the position of Chairman of the Board; provided that if the Board of Directors of the Company determines by unanimous vote of all directors (excluding Executive) that it is required -10- either by law or by rule of any exchange or listing entity whose rules must be complied with in order for the Company to maintain such listing that Executive not be Chief Financial Officer, Chairman of the Board, then the involuntary removal of Executive from the position of Chief Financial Officer Chairman of the Board will not, in and of itself, constitute a Constructive Termination under this clause (A)(l)(y)), (A)(1)(z)), (2) Executive is required to relocate her his place of employment, other than a relocation within fifty (50) miles of Executive's current residence or the Company's current Stamford headquarters, (3) there is a reduction in Executive's base salary or target bonus other than any such reduction consistent with a general reduction of pay across the executive staff as a group, as an economic or strategic measure due to poor financial performance by the Company, Company or (4) there occurs any other material breach of this Agreement by the Company (other than a reduction of Executive's base salary or target bonus which is not described in the immediately preceding clause (3)); (3)) after a written demand for substantial performance is delivered to the Board by Executive which specifically identifies the manner in which Executive believes that the Company has materially breached this Agreement, and the Company has failed to cure such breach to the reasonable satisfaction of Executive within thirty (30) days following the delivery of such notice and (B) within the ninety (90) day period immediately following an action described in clauses (A)(1) through (4), Executive elects to terminate her his employment voluntarily. View More

Constructive Termination. By the Executive shall mean termination, during the Term of Employment, based on the occurrence without the Executive's express written consent of any of the following: (i) a material diminution or adverse change in the Executive's responsibilities, duties, authorities or any reduction in title, other than for Cause or Disability; (ii) a reduction in the Executive's Base Salary or Target Bonus (as defined in Section 6) 7) other than for Cause or Disability and other than as part of an... across-the-board salary reduction generally imposed on senior executives of the Company; or (iii) 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 prior to a merger, consolidation, sale or similar transaction. transaction; or (iv) if the Executive no longer reports to the CEO or to the COO or other direct report of the CEO. The Executive shall further be required to comply with the provisions of Section 10(d)(i) 11(d)(i) of this Agreement with respect to a Constructive Termination. View More

Constructive Termination. By the Executive shall mean termination, during the Term of Employment, based on the occurrence without the Executive's express written consent of any of the following: (i) a material diminution or adverse change in the Executive's responsibilities, duties, authorities or any reduction in title, title or change in reporting relationship such that Executive reports to anyone other than the Chief Executive Officer, other than for Cause or Disability; (ii) a reduction in the Executive's Base... Salary or Target Bonus (as defined in Section 6) other than for Cause or Disability and other than as part of an across-the-board salary reduction generally imposed on executives of the Company; or (iii) 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 prior to a merger, consolidation, sale or similar transaction. transaction; or (iv) the relocation of the current headquarters of the Company that would require the relocation of the Executive during the first two years of his employment. The Executive shall further be required to comply with the provisions of Section 10(d)(i) of this Agreement with respect to a Constructive Termination. View More

Constructive Termination. By the Executive shall mean termination, during the Term of Employment, based on the occurrence without the Executive's express written consent of any of the following: (i) a material diminution or adverse change in the Executive's responsibilities, duties, authorities or any reduction in title, other than for Cause or Disability; (ii) a reduction in the Executive's Base Salary or Target Bonus (as defined in Section 6) other than for Cause or Disability and other than as part of an... across-the-board salary reduction generally imposed on executives of the Company; or (iii) 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 prior to a merger, consolidation, sale or similar transaction. transaction; or (iv) the relocation of the current headquarters of the Company that would require the relocation of the Executive during the first two years of her employment. The Executive shall further be required to comply with the provisions of Section 10(d)(i) of this Agreement with respect to a Constructive Termination. View More

Constructive Termination. Means Executive's voluntary resignation following any of the following events: (i) a change in his Executive's position with the Company or the successor thereto which materially reduces his Executive's level of responsibility; (ii) a reduction in his Executive's level of compensation (including base salary, significant fringe benefits or any non-discretionary and objective-standard incentive payment or bonus award) by more than ten percent (10%) in the aggregate; or (iii) a relocation of the... Executive's place of employment by more than fifty (50) -2- miles; provided, however, such change, reduction or relocation is effected by the Company or the successor thereto without Executive's consent. View More

Constructive Termination. Means Means: (i) with respect to a termination of employment prior to a Change in Control, Executive's voluntary resignation following either of the following events: (x) a change in his position with the Company which materially reduces his level of responsibility or (y) a reduction in his base salary by more than twenty-five percent (25%); or (ii) with respect to a termination of employment after, or in connection with, a Change in Control, Executive's voluntary resignation following any of... the following events: (i) (x) a change in his position with the Company or the successor thereto which materially reduces his level of responsibility; (ii) (y) a reduction in his level of compensation (including base salary, significant fringe benefits or any non-discretionary and objective-standard incentive payment or bonus award) by more than ten percent (10%) in the aggregate; or (iii) (z) a relocation of the Executive's place of employment by more than fifty (50) -2- miles; provided, however, such 2 change, reduction or relocation is effected by the Company or the successor thereto without Executive's consent. View More

Constructive Termination. Means Means: (i) with respect to a termination of employment prior to a Change in Control, Executive's voluntary resignation following either of the following events: (x) a change in his position with the Company which materially reduces his level of responsibility or (y) a reduction in his base salary by more than twenty-five percent (25%); or -2- (ii) with respect to a termination of employment after, or in connection with, a Change in Control, Executive's voluntary resignation following any... of the following events: (i) (x) a change in his position with the Company or the successor thereto which materially reduces his level of responsibility; (ii) (y) a reduction in his level of compensation (including base salary, significant fringe benefits or any non-discretionary and objective-standard incentive payment or bonus award) by more than ten percent (10%) in the aggregate; or (iii) (z) a relocation of the Executive's place of employment by more than fifty (50) -2- miles; provided, however, such change, reduction or relocation is effected by the Company or the successor thereto without Executive's consent. View More

Constructive Termination. Means the following events or conditions: (i) the Employer's material breach of this Agreement including, without limitation, any material change in the role, responsibilities, duties or reporting detailed in Sections 4(a) and 4(b) as well as the failure of the Employer to pay Base Salary or, subject to achievement of targets determined by the Board in accordance with Section 4(b), 5(b), Annual Bonus or provide any material benefits that the Employer is obligated to pay or provide pursuant... hereto, and the continuance of such breach for a period of fifteen days after written notice to the Employer; and (ii) if the Employer requires that the Executive move involuntarily from the Montreal metropolitan area in order to retain employment with the Employer. View More

Constructive Termination. Means the following events or conditions: (i) the Employer's material breach of this Agreement including, without limitation, any material change in the role, responsibilities, duties or reporting detailed in Sections 3(a) and 3(b) as well as the failure of the Employer to pay Base Salary or, subject to achievement of targets determined by the Board in accordance with Section 4(b), Annual Bonus or provide any material benefits that the Employer is obligated to pay or provide pursuant hereto,... and the continuance of such breach for a period of fifteen days after written notice to the Employer; and (ii) if the Employer requires that the Executive move involuntarily from the Montreal metropolitan area in order to retain employment with the Employer. View More

Constructive Termination. Means the following events or conditions: (i) the Employer's material breach of this Agreement including, without limitation, the failure of the Employer to pay Base Salary or, subject to achievement of targets determined by the Board in accordance comply with Section 4(b), Annual Bonus 3 or provide any material benefits that the Employer is obligated to pay or provide pursuant hereto, 4 hereof, and the continuance of such breach for a period of fifteen days after written notice to the... Employer; and (ii) if the Employer requires that the Executive move involuntarily from the Montreal metropolitan area in order to retain employment with the Employer. 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

Constructive Termination. Shall mean the occurrence, without the Executive's written consent, of any of the following circumstances unless such circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) The assignment to the Executive of any duties materially inconsistent with the Executive's position, authority, duties or responsibilities (including status, offices, effective titles and reporting structures) in effect immediately prior to such... assignment, or any other action by the Company which results in the material diminishment of such position, authority, duties or status as Chief Financial Executive Officer of the Company or a substantial adverse alteration in the nature or status of the Executive's responsibilities; (ii) The relocation of the Executive's principal place of employment to a location outside of the Washington, D.C. metropolitan area or the Company's requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; or (iii) The A material breach of this Agreement by the Company (which shall in any event include, without limitation, the failure by the Company to pay to the Executive any 6 portion of the Executive's then Base Salary or allocated bonus, incentive or other form of compensation or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due; (iv) A due, and any reduction in the Base Salary; or (v) A material breach of this Agreement by the Company. Salary). The Executive's right to terminate the Executive's employment as a result of Constructive Termination shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's right termination of employment shall not be considered to terminate be for Constructive Termination unless the Executive first provides written notice to the Company within ninety (90) days following the effective date of such event, and the Company has been provided a period of at least thirty (30) days after receipt of the Executive's employment as a result of a Constructive Termination must be exercised within one hundred and twenty (120) days after notice during which to rescind or otherwise remedy the Executive becomes aware of actions, events, or circumstances described in the occurrence of any circumstance constituting Constructive Termination hereunder. Executive's notice. View More

Constructive Termination. Shall mean the occurrence, without the Executive's written consent, of any of the following circumstances unless such circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) The assignment to the Executive of any duties materially inconsistent with the Executive's position, authority, duties or responsibilities (including status, offices, effective titles and reporting structures) in effect immediately prior to such... assignment, or any other action by the Company which results in the material diminishment of such position, authority, duties or status as Chief Financial Officer of the Company or a substantial adverse alteration in the nature or status of the Executive's responsibilities; (ii) The relocation of the Executive's principal place of employment to a location outside of the Washington, D.C. metropolitan area or the Company's requiring the Executive to be based anywhere other than such principal place of employment (or permitted 6 relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; or (iii) The A material breach of this Agreement by the Company (which shall in any event include, without limitation, the failure by the Company to pay to the Executive any portion of the Executive's then Base Salary or allocated bonus, incentive or other form of compensation or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due; (iv) A due, and any reduction in the Base Salary; or (v) A material breach of this Agreement by the Company. Salary). The Executive's right to terminate the Executive's employment as a result of Constructive Termination shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's right termination of employment shall not be considered to terminate be for Constructive Termination unless the Executive first provides written notice to the Company within ninety (90) days following the effective date of such event, and the Company has been provided a period of at least thirty (30) days after receipt of the Executive's employment as a result of a Constructive Termination must be exercised within one hundred and twenty (120) days after notice during which to rescind or otherwise remedy the Executive becomes aware of actions, events, or circumstances described in the occurrence of any circumstance constituting Constructive Termination hereunder. Executive's notice. View More

Constructive Termination. For the purposes of this letter agreement, "Constructive Termination" means your Separation as the termination result of your employment resignation for any of the following, except as otherwise agreed in writing by you following: (A) you: (i) a material reduction in your job duties duties, position and responsibilities, or taken as a material change to your title; (B) without your prior written approval, whole, other than in connection with an Excluded Change of Control; (ii) the Company... requires you to relocate to a facility or location more than thirty-five (35) miles from the location from the primary location at which you were working for the Company immediately before the required change of location; (C) except as otherwise agreed by you, (iii) any reduction of your base salary in effect immediately prior to such reduction (other than as part of an across-the-board, proportional reduction); reduction), or (D) following a Change (iv) the Company materially breaches the terms of Control, the failure of a successor entity to assume this letter agreement. Agreement. Notwithstanding anything else contained herein, in the event of the occurrence of a condition listed above you must provide notice to the Company within ninety (90) sixty (60) days of the occurrence of a condition listed above and allow the Company thirty (30) day days after your delivery of notice to the Company in which to cure such condition. Additionally, in the event the Company fails to cure the condition within the cure period provided, you must terminate employment with the Company within thirty (30) ten (10) days of the end of the cure period. View More

Constructive Termination. For the purposes of this letter agreement, "Constructive Termination" means your Separation as the termination result of your employment resignation for any of the following, except as otherwise agreed in writing by you following: (A) you: (i) a material reduction in your job duties duties, position and responsibilities, or taken as a material change to your title; (B) without your prior written approval, whole, other than in connection with an Excluded Change of Control; (ii) the Company... requires you to relocate to a facility or location more than thirty-five (35) miles from the location from the primary location at which you were working for the Company immediately before the required change of location; (C) except as otherwise agreed by you, (iii) any reduction of your base salary in effect immediately prior to such reduction (other than as part of an across-the-board, proportional reduction); reduction), or (D) following a Change (iv) the Company materially breaches the terms of Control, the failure of a successor entity to assume this letter agreement. Agreement. Notwithstanding anything else contained herein, in the event of the occurrence of a condition listed above you must provide notice to the Company within ninety (90) sixty (60) days of the occurrence of a condition listed above and allow the Company thirty (30) day days after your delivery of notice to the Company in which to cure such condition. Additionally, in the event the Company fails to cure the condition within the cure period provided, you must terminate employment with the Company within thirty (30) ten (10) days of the end of the cure period. View More

Constructive Termination. For the purposes of this letter agreement, "Constructive Termination" means your Separation as the termination result of your employment resignation for any of the following, except as otherwise agreed in writing by you following: (A) you: (i) a material reduction in your job duties duties, position and responsibilities, or taken as a material change to your title; (B) without your prior written approval, whole, other than in connection with an Excluded Change of Control; (ii) the Company... requires you to relocate to a facility or location more than thirty-five (35) miles from the location from the primary location at which you were working for the Company immediately before the required change of location; (C) except as otherwise agreed by you, (iii) any reduction of your base salary in effect immediately prior to such reduction (other than as part of an across-the-board, proportional reduction); reduction), or (D) following a Change (iv) the Company materially breaches the terms of Control, the failure of a successor entity to assume this letter agreement. Agreement. Notwithstanding anything else contained herein, in the event of the occurrence of a condition listed above you must provide notice to the Company within ninety (90) sixty (60) days of the occurrence of a condition listed above and allow the Company thirty (30) day days after your delivery of notice to the Company in which to cure such condition. Additionally, in the event the Company fails to cure the condition within the cure period provided, you must terminate employment with the Company within thirty (30) ten (10) days of the end of the cure period. View More

Constructive Termination. Means the The voluntary termination of employment by the Employee Executive following a Change in Duties following a Change of Control.

Constructive Termination. Means the voluntary termination of employment by the Employee Executive following a Change in Duties following a Change of Control.

Constructive Termination. For purposes of this Agreement, "Constructive Termination" is defined as the resignation of Executive within sixty (60) days following: (i) a material reduction in Executive's Base Salary, (ii) a material reduction in Executive's authority or duties, or (iii) the relocation of Executive to a facility or location more than fifty (50) miles from Executive's then present location and then present residence, without Executive's written consent. consent; provided that this part (iii) shall not be... applicable to Executive's proposed move to Dallas, Texas expected to occur by November 30, 2004. View More

Constructive Termination. For purposes of this Agreement, "Constructive Termination" is defined as the resignation of Executive within sixty (60) days following: (i) a material reduction in Executive's Base Salary, (ii) a material reduction in Executive's authority or duties, or (iii) the relocation of Executive to a facility or location more than fifty (50) miles from Executive's then present location and or then present residence, residences, without Executive's written consent. consent; provided that this part (iii)... shall not be applicable to Executive's proposed temporary or permanent relocation to Southern California or the Dallas/Fort Worth, Texas metro area in connection with Executive's employment with the Company. View More