Constructive Termination

Constructive Termination. The Eligible Executive's voluntary termination of employment with the Company as a result of: (i) a material diminution in the Eligible Executive's authority, duties, or responsibilities, or a material change to the direct supervisor to whom the Executive is required to report, except as part of, and consistent with, an organizational change; (ii) ... a change, caused by the Company, in geographic location of greater than 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 except as part of, and consistent with, an organizational change. View More

Constructive Termination. Means Executive's resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following events without Executive's consent: (i) the assignment to Executive of any duties or the reduction of Executive's duties, either of which results in a material diminution in Executive's authority, duties or responsibilities with the Company in effect immediately prior to such assignment, or the removal of Executive... from such position and responsibilities, unless Executive is provided with comparable authority, duties or responsibilities; provided, however, it being understood that a new position within a larger combined company does not constitute "Constructive Termination" if it is in the same area of operations and involves similar scope of management responsibility notwithstanding that Executive may not retain as senior a position overall within the larger combined company as Executive's prior position; (ii) a material reduction of Executive's Base Salary; (iii) a material change in the geographic location at which Executive must perform services (for purposes of this Agreement, the relocation of Executive to a facility or a location less than fifty (50) miles from Executive's then-present location shall not be considered a material change in geographic location); or (iv) any material breach by the Company of any material provision of this Agreement. Executive will not resign for Constructive Termination without first providing the Company with written notice of the acts or omissions constituting the grounds for "Constructive Termination" within ninety (90) days of the initial existence of the grounds for "Constructive Termination" and a reasonable cure period of not less than thirty (30) days following the date of such notice. View More

Constructive Termination. Without Executive's approval: (A) a material reduction in Executive's Base Salary, target bonus or benefits, other than a reduction that is implemented across-the-board to all employees at Executive's level; (B) a material reduction in Executive's title, authority or responsibilities, other than as a result of a transfer to a subsidiary of the Company; or (C) the requirement that Executive relocate more than 100 miles from the then current Company Corporate Headquarters (currently located in... Santa Clara, CA) or the then current Company Operation Headquarters (currently located in Burnaby, British Columbia). View More

Constructive Termination. The term "Constructive Termination" shall have the same meaning ascribed to such term (or the term "good reason") in any employment or severance agreement then in effect between the Executive and the Company or one of its Subsidiaries.

Constructive Termination. Any of the following which occurs after the effective date of a Change of Control: (1) the material reduction of the Executive's Annual Salary, Annual Bonus opportunity, opportunity to earn equity compensation, or other benefits, each as provided in this Agreement; (2) a material diminution in the Executive's authority, duties or responsibilities or a change in his position such that he ceases to hold the title of, or serve in the role as, President and Chief Executive Officer of the Company or... any successor; (3) the assignment of any duties materially inconsistent with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities under this Agreement; or (4) an involuntary relocation of the Executive's primary office or worksite to a place that is beyond a twenty (20) mile radius from 6301 Waterford Boulevard in Oklahoma City, Oklahoma. View More

Constructive Termination. The resignation by the Executive from employment following, without the Executive's express written consent, the then continuing assignment to the Executive of material duties or the then continuing material reduction of the Executive's duties, either of which results in a significant diminution in the Executive's position or responsibilities in effect immediately prior to the closing date of the transaction giving rise to a Change of Control, or the then continuing removal of the Executive... from such position and responsibilities. View More

Constructive Termination. The occurrence of any of the following events in the absence of Cause: (i) a significant adverse change in the nature or scope of the Optionee's responsibilities, authorities, powers, functions or duties; (ii) a Change of Control of the Company, except for a Change of Control which results from the Merger; or (iii) the sale of all or substantially all of the assets of the Company.

Constructive Termination. The occurrence of any of the following conditions, without Employee's consent: (a) a significant diminution in the nature or scope of Employee's authority, title, function or duties from Employee's authority, title, function or duties in effect immediately preceding any Change of Control; (b) a fifteen percent (15%) or more reduction in Employee's base salary in effect immediately preceding any Change of Control; or (c) the Company's requiring Employee to be based at any office or location that... makes Employee's commute 50 miles longer than Employee's commute immediately preceding the Change of Control or if Employee is required to relocate. View More

Constructive Termination. A voluntary termination of employment by a Participant after one of the following is undertaken without the Participant's express written consent: (i) the assignment to the Participant of duties or responsibilities that results in a material diminution in the Participant's authority, duties, position, status, or responsibilities with Nuvelo as in effect at any time during the twelve (12) month period preceding such assignment; (ii) a change in reporting responsibilities, titles, or offices that... is not in connection with a promotion; (iii) a reduction in the Participant's base salary; (iv) a change in the Participant's business location of more than 35 miles from the business location prior to such change, except for required travel for Nuvelo's business to an extent substantially consistent with Participant's prior business travel obligations; (v) a material breach by Nuvelo of any provisions of the Plan or any enforceable written agreement between Nuvelo and the Participant; or (vi) any failure by Nuvelo to obtain assumption of the Plan by any successor to, or assignee of, Nuvelo. Notwithstanding the foregoing, a voluntary termination shall not be deemed a Constructive Termination unless (x) the Participant provides Nuvelo with written notice (the "Constructive Termination Notice") that the Participant believes that an event described in this Section 2(m) has occurred, (y) the Constructive Termination Notice is given within one (1) month of the date the event occurred, and (z) Nuvelo does not rescind or cure the conduct giving rise to the event described in this Section 2(k) within fifteen (15) days of receipt by Nuvelo of the Constructive Termination Notice, in which case the date of Constructive Termination shall be deemed the date on which that fifteen (15) day period expires. View More

Constructive Termination. The Participant's resignation from all positions he or she then holds with Nuvelo if one or more of the following events occur without the Participant's express written consent.