Constructive Termination

Constructive Termination. Shall mean Executive's voluntary Termination of Service within ninety (90) days following the occurrence of one or more of the following events, except if such event is approved in writing by Executive prior to its occurrence: (i) A material breach of this Agreement by the Company that is not remedied within thirty (30) business days after receiving written notification by Executive of such failure; or (ii) A material reduction in... Executive's title or responsibilities unless replaced with a new title or new responsibilities of comparable stature or value to the Company within thirty (30) business days. View More

Constructive Termination. Either (a) that your service is terminated by the Company without Cause or (b) that you resign because (i) you have been assigned to duties that reflect a material adverse change in your authority or responsibility with the Company or any successor, (ii) the annual rate of your base salary was reduced by the Company or (iii) the Company has relocated your principal place of work by a distance of 35 miles or more.

Constructive Termination. Is defined in paragraph 11.

Constructive Termination. The occurrence of any one or more of the following events: (a) without Executive's advance written consent, the Board substantially changes Executive's position, titles, or the nature or status of his duties, authority, or responsibilities (including reporting responsibilities) from those in effect immediately preceding the date of a Change in Control; (b) the relocation of the office of the Company where Executive is employed immediately before the date of the Change in Control (the "CIC... Location") to a location that is more than 50 miles from the CIC Location or the Company's requiring Executive to work more than 50 miles away from the CIC Location (except for required travel on the Company's business to an extent substantially consistent with Executive's business travel obligations in the ordinary course of business before the date of the Change in Control); (c) a reduction in Executive's Annual Salary or a reduction of more than 25% in Executive's Annual Cash Compensation, other than a reduction pursuant to the operation of any bonus formula in effect before the date of a Change in Control, at any time on or after the date of a Change in Control, as compared to his Annual Salary or Annual Cash Compensation on the date immediately preceding the date of the Change in Control; (d) the failure by the Company to continue in effect any compensation plan in which Executive participated before the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or an alternative plan) has been made with respect to the plan in connection with the Change in Control, or the failure by the Company to continue Executive's 3 participation in the compensation plan on at least as favorable a basis, both in terms of the amount of benefits provided and the level of participation relative to other participants, as existed on the date of the Change in Control; (e) the failure by the Company to continue to provide Executive with benefits at least as favorable in the aggregate as those enjoyed by Executive under the Company's pension, savings, life insurance, medical, health and accident, disability, and fringe benefit plans and programs in which Executive was participating immediately before the date of the Change in Control; (f) any purchaser, assign, surviving corporation, or successor of the Company or its business or assets (whether by acquisition, merger, liquidation, consolidation, reorganization, sale or transfer of assets or business, or otherwise) fails or refuses to expressly assume in writing this Agreement and all of the duties and obligations of the Company hereunder; or (g) the Company breaches any of the provisions of this Agreement; provided, however, that an event described above in clauses (a), (c), (d), (e), or (g) will not constitute Constructive Termination unless it is communicated by Executive to the Company in writing and not corrected by the Company in a manner that is reasonably satisfactory to Executive (including full retroactive correction with respect to any monetary matter) within 10 days of the Company's receipt of written notice from Executive. View More

Constructive Termination. Is defined as a resignation of Employee's employment within ninety (90) days following the occurrence of any of the following events: (i) without Employee's written consent, either a reduction by the Company of the Employee's base salary as in effect from time to time or a significant reduction of Employee's duties or responsibilities relative to Employee's duties or responsibilities in effect immediately prior to such reduction, or (ii) a relocation of Employee's principal workplace outside of... the Syracuse, New York area. View More

Constructive Termination. Means your resignation within sixty (60) days of the initial occurrence of one or more of the following events which remains uncured thirty (30) days after your delivery to the Company of written notice thereof: 3 (i) The delegation to you of duties or the reduction of your duties, either of which substantially reduces the nature, responsibility, or character of your position immediately prior to such delegation or reduction; (ii) A material reduction by the Company in your base... salary in effect immediately prior to such reduction, except to the extent the base salaries of all other executives of the Company are similarly reduced; (iii) A material reduction by the Company in the kind or level of employee benefits or fringe benefits to which you were entitled prior to such reduction; or the taking of any action by the Company that would adversely affect your participation in any plan, program or policy generally applicable to employees of equivalent seniority, except to the extent the kind or level of employee benefits or fringe benefits of all other executives of the Company are similarly reduced; and (iv) The Company's requiring you to relocate your principal office to a place more than forty (40) miles from the location of your principal office as of immediately prior to such change (except that required travel on the Company's business to an extent substantially consistent with your present business travel obligations shall not be considered a relocation). View More

Constructive Termination. Shall mean an Employee's voluntary termination of employment with the Company and all Affiliates of the Company following (i) a change in that substantially reduces the Employee's duties, responsibilities or job title, (ii) a change that requires the Employee to perform his or her work under substantially different and unreasonable conditions, locations, or circumstances which does not serve a legitimate Company purpose, or (iii) receipt of notice that the Employee's principal workplace will be... relocated more than 50 miles. View More

Constructive Termination. Shall mean: (a) any material breach by the Company of its obligations under this Agreement or the Purchase Agreement that shall remain uncured for thirty (30) days after Manager notifies the Company of such breach in writing; or (b) any other act or omission by the Company which prevents Manager from managing and operating the affairs of the Acquired Business in accordance with legal requirements and past practices and operations of the Acquired Business and such act or omission shall persist... for thirty (30) days after Manager notifies the Company that such act or omission is preventing Manager from managing and operating the affairs of the Acquired Business in accordance with legal requirements and past practices and operations of the Acquired Business; provided in each such case, that Manager has not been in material breach of its obligations under this Agreement or the Purchase Agreement. View More

Constructive Termination. Means Executive's resignation from employment with the Company after the occurrence, without Executive's written consent, of any of the following: (i) a material reduction in Executive's job responsibilities or duties, provided, however, that neither a mere change in title alone, nor reassignment following the consummation of a Change in Control to a position substantially similar to the position held prior to the transaction, shall constitute a material reduction in job responsibilities or... duties; (ii) a reduction by the Company in Executive's base salary of more than fifteen percent (15%) from Executive's base salary in effect immediately prior to such reduction, except in connection with a reduction in salary affecting all senior management employees of the Company; or (iii) a material relocation of Executive's office to a place more than fifty (50) miles from its then present location (which relocation shall be deemed to be material), except that required travel on the Company's business to an extent substantially consistent with Executive's business travel obligations as of immediately prior to the date of the Change in Control shall not be considered a relocation. Notwithstanding the foregoing, a resignation shall not constitute a "Constructive Termination" unless the event or condition giving rise to such resignation continues more than thirty (30) days following Executive's written notice of such condition provided to the Company within ninety (90) days of the first occurrence of such event or condition and such resignation is effective within thirty (30) days following the end of such notice period. View More

Constructive Termination. Means the Eligible Executive's voluntary termination of employment with the Company as a result of: (i) a material diminution in the Eligible Executive's title, authority, duties or responsibilities, or a change in the Eligible Executive's supervisory reporting relationship within the Company; (ii) a change, caused by the Company, in geographic location of greater than fifty (50) miles of the location at which the Eligible Executive... primarily performs services for the Company; or (iii) a material reduction in the Eligible Executive's base pay, incentive compensation or benefits. No voluntary termination by the Eligible Executive shall constitute a "Constructive Termination" unless he shall have given (x) notice of the proposed termination due to Constructive Termination, with particulars, to the Company not later than ninety (90) days following the initial occurrence of the condition above forming the basis for such termination and (y) the Company an opportunity for 30 days after such notice within which to remedy such condition, in which such condition is not remedied. View More