Constructive Termination

Constructive Termination. (1) the Covered Employee's voluntary resignation following a (i) material reduction in the: (A) the Covered Employee's base compensation; or (B) Covered Employee's authority, duties, or responsibilities; (ii) material change in the Covered Employee's geographic location relative to the Covered Employee's geographic location prior to the Transaction; or (iii) any other action or inaction that constitutes a material breach of the terms of this Plan; or (2) any termination of the Covered Employee... by the Company that is not effected for Cause. In addition, for purposes of this Section 2(h), upon any such voluntary termination the Covered Employee must provide notice to the Company of the existence of the one or more of the above conditions within ninety (90) days of its initial existence and the Company must be provided at least thirty (30) days to remedy the condition. View More

Constructive Termination. Solely with respect to Section 3 and 4, shall mean: (i) if the Company materially violates any term of this Agreement and such violation is not remedied within thirty (30) days after written notice of such violation by you, or (ii) if, after a Change of Control of the Company: (A) the Company moves your primary work site more than 35 miles from the Company's current location in Broomfield, Colorado; or (B) the Company materially reduces your job responsibilities (or reporting relationship) or... materially reduces your compensation and benefits and such action is not remedied within thirty (30) days after written notice is given by you. In the case of (ii)(A), you must give written notice to the Company within thirty (30) days of the date the Company notifies you of the change in primary work site that you has elected to treat such action as a Constructive Termination. In the case of (ii)(B), you must give notice that you consider a change of responsibilities or a change in compensation to constitute a Constructive Termination within 30 days of receiving notice of such change in responsibilities or compensation. If you give such timely notice that you consider a change of responsibilities or change in compensation to constitute a Constructive Termination, and if the Company does not address the matter by taking such actions as may be necessary to avoid such change being deemed a Constructive Termination within thirty (30) days after your notice, you must elect whether to treat such change as a Constructive Termination within thirty (30) days thereafter. View More

Constructive Termination. Shall be deemed to occur if (i)(A) there is a significant reduction in Employee's duties, positions or responsibilities causing such position to be of reduced stature or responsibility or, (B)a reduction in Employee's base compensation or benefits, or (C) Employee's refusal to relocate to a facility or location more than 30 miles from the Company's current location; and (ii) within the 60-day period immediately following such material change or reduction Employee elects to terminate his... employment voluntarily. View More

Constructive Termination. For purposes of this Agreement, "Constructive Termination," shall mean, without Employee's express written consent, (i) a material reduction of the Employee's duties, title, authority or responsibilities, relative to the Employee's duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or... responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Executive Officer of the Company remains the Chief Executive Officer of the subsidiary or business unit containing the Company's business following a Change of Control) shall not by itself constitute grounds for a "Constructive Termination"; (ii) a substantial reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base compensation of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of benefits to which the Employee was entitled immediately prior to such reduction with the result that such Employee's overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than fifty (50) miles from such Employee's then present location. View More

Constructive Termination. Means Employee's resignation from his employment within ninety (90) days, plus any applicable thirty (30) day cure period, following the occurrence of any of the following without Employee's consent: i. a significant reduction of Employee's duties, position or responsibilities relative to... Employee's duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity will not constitute a "Constructive Termination"; or ii. a reduction of more than ten percent (10%) by the Company of Employee's Company Salary as in effect either on the Effective Date or immediately prior to such reduction (other than as part of an overall reduction applicable to similarly situated senior Employees of the Company or its successor). View More

Constructive Termination. Means any diminution or adverse change in the circumstances of Employee's employment including, without limitation, job description, duties, responsibilities, compensation, perquisites, office or location of employment, as reasonably determined in good faith by the Board (or the board of directors of the Company's successor, the Acquiring Entity or the parent corporation resulting from a Business Combination, if applicable); provided, however, that the existence of a Constructive Termination: ... (i) will not be deemed to have arisen earlier than the date Employee provides a written resignation to the Board (or the board of directors of the Company's successor, the Acquiring Entity or the parent corporation resulting from a Business Combination, if applicable) setting forth the specific reasons as to why he or she believes there has been a Constructive Termination, and -5- (ii) will be deemed to have arisen on the date on which Employee satisfies the requirements reflected in Section 3(j)(i) above, if, within ninety (90) days following the provision of Employee's written resignation, the Board (or the board of directors of the Company's successor, the Acquiring Entity or the parent corporation resulting from a Business Combination, if applicable) fails to: (1) provide Employee, together with his or her counsel, if any, with a reasonable opportunity to be heard before the Board (or the board of directors of the Company's successor, the Acquiring Entity or the parent corporation resulting from a Business Combination, if applicable); and (2) reach a final determination regarding the existence of a Constructive Termination and the assertions made by Employee. View More

Constructive Termination. Means the resignation by Employee due to any diminution or adverse change in the circumstances of employment including, without limitation, reporting relationships, job description, duties, responsibilities, compensation, perquisites, office or location of employment. The Board will determine in good faith whether a Constructive Termination has occurred after (i) Employee has provided the Board reasonable notice setting forth the reasons as to why he believes there has been a Constructive... Termination, and (ii) Employee, together with counsel, if any, is given an opportunity to be heard before the Board. View More

Constructive Termination. Shall mean termination by the Executive of his employment, at his initiative, following the occurrence of any of the following events without his consent: (i) a reduction in (x) the Executive's Base Salary to an amount below $900,000 or (y) the termination or material reduction of any material employee benefit or perquisite enjoyed by the Executive (other than, with respect to either of the foregoing, as part of an across-the-board reduction applicable to all senior corporate... executive officers of the Company (or as otherwise may be required by law, in the event a material benefit or perquisite is prohibited by law to be provided to senior executive officers of the Company); (ii) the failure to elect or reelect the Executive to any of the positions described in Section 3 of this Agreement or the removal of him from any such position; (iii) (x) a material diminution in the Executive's duties and responsibilities as described in Section 3 of this Agreement or (y) the assignment to the Executive of duties or responsibilities which are materially inconsistent with his duties and responsibilities as described in Section 3 of this Agreement or which materially impair the Executive's ability to function as the Chief Executive Officer of the Company; or (iv) 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 within 30 calendar days after the closing of a merger, consolidation, sale or similar transaction. Notwithstanding the foregoing, following written notice from the Executive of any of the events described in (i) through (iv) above, the Company shall have thirty (30) calendar days in which to cure the alleged conduct. If the Company fails to cure, the Executive's termination shall become effective on the 31st calendar day following such written notice. View More

Constructive Termination. Means Executive's voluntary resignation following any of the following events: (i) a change in Executive's position with the Company or the successor thereto which materially reduces Executive's level of responsibility; (ii) a reduction in Executive's level of compensation (including base salary, significant fringe benefits and the target level of 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 Executive's place of employment that would increase Executive's commute by more than fifty (50) miles; provided, however, such change, reduction or relocation is effected by the Company or the successor thereto without Executive's consent. In order for a termination to constitute a Constructive Termination, Executive must provide a written Notice of Termination to the Company within thirty (30) days after the event constituting a Constructive Termination. The Company shall have a period of thirty (30) days in which it may correct the act or failure to act that constitutes the grounds for Constructive Termination as set forth in Executive's Notice of Termination. If the Company does not correct the act or failure to act within such period, Executive must terminate employment within thirty (30) days after the end of the cure period, in order for the termination to be considered a Constructive Termination. View More

Constructive Termination. Shall be deemed to have occurred if, following a Change of Control (a) there is a material diminution in your duties and responsibilities (other than a change of title), (b) your office is relocated more than fifty (50) miles from your office location at the time of the Change of Control, or (c) there is a reduction in your salary or benefits.