Constructive Termination Definition Example with 6 Variations

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 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. 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 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, Marketing Officer 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 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 -9- 10 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 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 President of the Company, (x) Executive shall have duties and responsibilities demonstrably less than those typically associated with a Chief Financial and Administrative Officer, President or (y) Executive shall no longer report directly to the Company's Chief Executive ... class="diff-color-red">Officer; provided that if Officer or 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 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. -10- 11 View More

Found in Gartner Inc contract

Constructive Termination. A "Constructive Termination" shall be deemed to occur if (A) (1) Executive elects to voluntarily terminate employment within the ninety (90) day period -8- 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 no longer be Chief Financial and Administrative Executive Officer of the Company, (x) (B) Executive shall have duties and responsibilities demonstrably less than those typically... associated with a Chief Financial and Administrative Executive Officer, or (y) (C) Executive shall no longer report directly to the Company's Chief Executive Officer; Board of Directors; 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 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, Company or (4) (iv) there occurs any other material breach of this Agreement by the Company (other than a reduction of Executive's base salary Base Salary or target bonus Target Bonus which is not described in the immediately preceding clause (3)); (iii) or the termination of Executive's service as a director due to applicable legal or listing requirements or stockholders failing to reelect Executive to the 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 and (B) within the ninety (90) day period immediately following an action described in clauses (A)(1) through (4), Executive elects to terminate her employment voluntarily. notice. View More