Constructive Termination Definition Example with 11 Variations

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; (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 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 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; (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; (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; (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. View More