Constructive Termination.
Means 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.
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Constructive Termination.
Means 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.
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Constructive Termination.
Means 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 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).
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Constructive Termination.
Means 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; (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); 3 (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.
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Constructive Termination.
Means 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 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.
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Constructive Termination.
Means 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; (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 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 the Chairman 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 a result the Chairman 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 3 own office as assigned to him by the Company, to a location outside of Manhattan, 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 a merger, consolidation, sale or similar transaction; or (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. Agreement.
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Constructive Termination.
Means 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 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; (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; 3 (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).
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Constructive Termination.
Means 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 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 3 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; (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).
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Constructive Termination.
Means 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 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 3 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; (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).
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Constructive Termination.
Means means a termination by the Executive of
his her employment with the Company on written notice given to the Company within
200 thirty (30) days following the date on which
he she learns of the occurrence, without
his her 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 her then current
... Base Salary or in his target her 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 her (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 her 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).
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