Constructive Termination

Constructive Termination. Shall mean termination by the Executive which follows (i) reassignment of duties, responsibilities, title, or reporting relationships that are not at least the equivalent of his her then current position as set forth in Section 1.2, (ii) the intentional or material breach by the Company of this Agreement, or (iii) a reassignment to a geographic location more than fifty (50) miles from Bethesda, Maryland. the Executive's work location as of the date of this Agreement. The Executive shall have a... period of ninety (90) days after termination of his her employment to assert against the Employer that he she suffered a Constructive Termination, and after the expiration of such ninety (90) day period, the Executive shall be deemed to have irrevocably waived the right to such assertion. View More

Constructive Termination. Shall mean termination by the Executive which follows (i) reassignment of duties, responsibilities, title, or reporting relationships that are not at least the equivalent of his her then current position as set forth in Section 1.2, (ii) the intentional or material breach by the Company of this Agreement, or (iii) a reassignment to a geographic location more than fifty (50) miles from Bethesda, Maryland. your work location as of the date of this Agreement. The Executive shall have a period of... ninety (90) days after termination of his her employment to assert against the Employer that he she suffered a Constructive Termination, and after the expiration of such ninety (90) day period, the Executive shall be deemed to have irrevocably waived the right to such assertion. View More

Constructive Termination. Any of Shall mean the following events: (i) (1) any material diminution in the Executive's duties or responsibilities to the Group; (ii) (2) any required relocation of the Executive from his or her present work site to another site more than fifty (50) miles from the present work site; (iii) (3) a diminution in the Executive's annual base salary of more than ten percent (10%) below the Executive's salary for the Base Year; or (iv) (4) a material diminution in the Executive's potential annual... cash bonus opportunity under the Horace Mann Incentive Compensation Program (or such similar program as that may replace the Incentive Compensation Program). Program) of more than fifty percent (50%) below that paid to the Executive for the Base Year, except in the event that such diminution is comparable to the diminution in the cash bonus paid to other employees of the same business segment as the Executive due to the performance of that business segment. Notwithstanding the preceding, a Constructive Termination shall not be deemed to have occurred until and unless the Executive provides written notice to the Company within ninety (90) days after the initial existence of one of the above conditions and the Company is provided thirty (30) days to remedy the condition and fails to do so. View More

Constructive Termination. Any of the following events: (i) any material diminution in the Executive's duties or responsibilities to the Group; (ii) any required relocation of the Executive from his or her present work site to another site more than fifty (50) miles from the present work site; (iii) a diminution in the Executive's annual base salary of more than ten percent (10%) below the Executive's salary for the Base Year; or (iv) a material diminution in the Executive's potential annual cash bonus opportunity under... the Horace Mann Incentive Compensation Program (or such similar program as may replace the Incentive Compensation Program). Notwithstanding Program); or (v) any material diminution in disability, life, accident or health insurance benefits that the preceding, Executive received during the Base Year (including coverage for dependents); provided, however, that none of the above shall constitute a Constructive Termination shall not be deemed to have occurred until and unless if the Executive provides written notice consents to the Company within ninety (90) days after the initial existence of one of the above conditions and the Company is provided thirty (30) days to remedy the condition and fails to do so. event. View More

Constructive Termination. A resignation by a Participant who has been selected by the Board as a corporate officer of the Company due to diminution or adverse change in the circumstances of such Participant's service as such a corporate officer, as determined in good faith by the Participant; including, without limitation, reporting relationships, job description, duties, responsibilities, compensation, perquisites, office or location of employment. Constructive Termination shall be communicated by written notice to the... Company (or successor to the Company), and such termination shall be deemed to occur on the date such notice is so delivered employment View More

Constructive Termination. A Means a resignation by a Participant who has been selected elected by the Board as a corporate officer of the Company due to diminution or adverse change in the circumstances of such Participant's service as such a corporate officer, employment with the Company, as determined in good faith by the Participant; including, without limitation, reporting relationships, job description, duties, responsibilities, compensation, perquisites, office or location of employment. Constructive Termination... shall be communicated by written notice to the Company (or successor to the Company), Company, and such termination shall be deemed to occur on the date such notice is so delivered to the Company. View More

Constructive Termination. Executive’s resignation following the occurrence of any of the following events, 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 to a place of... employment more than 100 miles from both the then current Company Corporate Headquarters (currently located in Santa Clara, Sunnyvale, CA) and the then current Company Operation Headquarters (currently located in Burnaby, British Columbia)(for Columbia) (for example, a requirement that the Executive relocate his place of employment from Company Corporate Headquarters in Santa Clara, Sunnyvale, CA to Company Operation Headquarters in Burnaby, British Columbia (or vice versa) would not allow the Executive to resign pursuant to a Constructive Termination, however, a requirement that the Executive relocate to Santa Barbara, CA from Company Corporate Headquarters in Santa Clara, Sunnyvale, CA would allow the Executive to resign pursuant to a Constructive Termination); provided, however, the Executive must provide written notice to the Company of the existence of a condition described in clause (A), B) or (C) within ninety (90) days of the initial existence occurrence of the condition, and if within thirty (30) days of the Company’s receipt of such notice (or, if later, Executive’s actual termination of employment) the Company remedies such condition, a Constructive Termination will not be deemed to have occurred. View More

Constructive Termination. Executive’s Executive's resignation within two (2) years following the occurrence of any of the following events, events without Executive’s Executive's approval: (A) (a) a material reduction in Executive’s 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) (b) a material reduction in Executive’s title, authority Executive's authority, duties or responsibilities, other than as a result of a... transfer to a subsidiary of the Company; or (C) (c) the requirement that Executive relocate to a place of employment more than 100 miles from both the then current Company Corporate Headquarters (currently located in Santa Clara, CA) and the then current Company Operation Operations Headquarters (currently located in Burnaby, British Columbia)(for Columbia) (for example, a requirement that the Executive relocate his place of employment from Company Corporate Headquarters in Santa Clara, CA to Company Operation Operations Headquarters in Burnaby, British Columbia (or vice versa) would not allow the Executive to resign pursuant to a Constructive Termination, however, a requirement that the Executive relocate to Santa Barbara, CA from Company Corporate Headquarters in Santa Clara, Clara CA would allow the Executive to resign pursuant to a Constructive Termination); provided, provided however, the Executive must provide written notice to the Company of the existence of a condition described in clause (A), B) (a), (b) or (C) (c) within ninety (90) days of the initial existence of the condition, and if within thirty (30) days of the Company’s Company's receipt of such notice (or, if later, Executive’s Executive's actual termination of employment) the Company remedies such condition, a Constructive Termination will not be deemed to have occurred. View More

Constructive Termination. Shall mean (i) a material reduction in Employee's salary or benefits not agreed to by Employee (except Employee, except in connection with a decrease to be applied because the Company's performance has decreased and which is also applied to all other officers, and excluding the substitution of substantially equivalent compensation and benefits), or (ii) a material reduction in Employee's responsibilities (other than as contemplated by, and consistent with the spirit of, Section 1(a)) not agreed... to by Employee. benefits. View More

Constructive Termination. Means a voluntary termination of employment by Participant after one of the following is undertaken without Participant's express written consent: (i) a substantial reduction in the nature or scope of Participant's authority, duties, function or responsibilities (and not simply a change in title or reporting relationships) in effect immediately prior to the effective date of the Change in Control; provided, however, that it shall not be a "Constructive Termination" if, following the effective... date of the Change in Control, either (A) the Company is retained as a separate legal entity or business unit and Participant holds the same position in such legal entity or business unit as Participant held before such effective date, or (B) the Participant holds a position with authority, duties, function or responsibilities comparable (though not necessarily identical, in view of the relative sizes of the Company and the entity involved in the Change in Control) to those of Participant prior to the effective date of the Change in Control; relationships); (ii) a material reduction in Participant's base compensation (except for base compensation decreases generally applicable to the Company's other similarly-situated employees); or (iii) an increase in Participant's one-way driving distance from Participant's principal personal residence to the principal office or business location at which Participant is required to perform services of more than 50 miles, except for required travel for the Company's business to the extent substantially consistent with Participant's prior business travel obligations; (iv) a material breach by the Company of any provisions of this Agreement or any enforceable written agreement between the Company and Participant. Notwithstanding the foregoing, a voluntary termination shall not be deemed a Constructive Termination unless (x) Participant provides the Company with written notice that Participant believes that an event described above has occurred, (y) such notice is given within three (3) months of the date the event occurred, and (z) the Company does not rescind or cure the conduct giving rise to the event described above within ten (10) days of receipt by the Company of such B-1 notice from Participant. A Participant's resignation from employment with the Company for Good Reason must occur within ninety (90) days following the expiration of the foregoing cure period. B-2 View More

Constructive Termination. Means Constructive Termination means the voluntary termination of employment with the Company by you resulting in a Separation from Service after one of the following is undertaken without your written consent: (i) the assignment to you of any duties or responsibilities that results in a material diminution in your employment role as the Chief Operating Executive Officer of the Company as in effect immediately prior to the date of such actions; (ii) actions (it being understood that this prong... (i) shall not be triggered solely by changes that result from a Change in Control following which the Company changes and each entity in an unbroken chain that begins with the Company and ends with its ultimate parent entity cease to be listed on a national securities exchange if you continue to be Chief Executive Officer within of the first two anniversary years Company or a parent entity following such Change in Control but that a subsequent material diminution of those post-Change in Control duties and responsibilities will trigger this prong (i)); (ii) a greater than 10% aggregate reduction by the Company in your annual base salary (that is, a material reduction in base compensation), as in effect immediately following your Start Date; prior to the date of such actions; provided, however, that if there are across-the-board proportionate reductions for all similarly situated employees of the Company, as determined by the Board, by the same percentage amount as part of a general salary reduction, the reduction as to you shall not constitute a basis for a Constructive Termination or (iii) a non-temporary relocation of your business office to a location that increases your one way commute by more than 35 miles from the primary location at which you perform duties as of immediately prior to the date of such action. An event or action by the Company will not give you grounds to voluntarily terminate employment as a Constructive Termination unless (A) you give the Company written notice within 30 days after the initial existence of such event or action that the event or action by the Company would give you such grounds to so terminate employment, (B) such event or action is not reversed, remedied or cured, as the case may be, by the Company as soon as possible but in no event later than within 30 days of receiving such written notice from you, and (C) you terminate employment within 90 days following the end of the cure period. View More

Constructive Termination. Means, with respect to any Participant, Means the occurrence of any of the following events or conditions: (i) (A) a change in such the Participant's status, title, position or responsibilities (including reporting responsibilities) which represents an adverse change from such the Participant's status, title, position or responsibilities as in effect at any time within ninety (90) days preceding the date of a Change in Control or at any time thereafter; (B) the assignment to such the... Participant of any duties or responsibilities which are inconsistent with such the Participant's status, title, position or responsibilities as in effect at any time within ninety (90) days preceding the date of a Change in Control or at any time thereafter; or (C) any removal of such the Participant from or failure to 2. 3 reappoint or reelect such the Participant to any of such offices or positions, except in connection with the termination of such the Participant's Continuous Service for Cause, as a result of such the Participant's Disability or death or by such the Participant other than as a result of Constructive Termination; (ii) a reduction in such the Participant's annual base compensation or any failure to pay such the Participant any compensation or benefits to which the Participant is entitled within five (5) days of the date due; (iii) the Company's requiring such the Participant to relocate to any place outside a fifty (50) mile radius of such the Participant's current work site, except for reasonably required travel on the business of the Company or its Affiliates which is not materially greater than such travel requirements prior to the Change in Control; (iv) the failure by the Company to (A) continue in effect (without reduction in benefit level and/or reward opportunities) any material compensation or employee benefit plan in which such the Participant was participating at any time within ninety (90) days preceding the date of a Change in Control or at any time thereafter, unless such plan is replaced with a plan that provides substantially equivalent compensation or benefits to such the Participant, or (B) provide such the Participant with compensation and benefits, in the aggregate, at least equal (in terms of benefit 2. levels and/or reward opportunities) to those provided for under each other employee benefit plan, program and practice in which such the Participant was participating at any time within ninety (90) days preceding the date of a Change in Control or at any time thereafter; (v) any material breach by the Company of any provision of an agreement between the Company and such the Participant, whether pursuant to this Plan or otherwise, other than a breach which is cured by the Company within fifteen (15) days following notice by such the Participant of such breach; or (vi) the failure of the Company to obtain an agreement, satisfactory to such the Participant, from any successors and assigns to assume and agree to perform the obligations created under this Plan. View More

Constructive Termination. By the Executive shall mean termination based on the occurrence without the Executive's express consent of any of the following: (i) except as provided in this Section 1(f), a significant diminution by the Company of the Executive's role with the Company or a significant detrimental change in the nature and/or scope of the Executive's status with the Company, other than for Cause or Disability or Disability, (ii) a reduction in the Executive's Base Salary, other than for Cause or Disability. Disability or (iii) a termination of employment at the Executive's initiative for which notice is given within 10 business days following the termination of employment of the Current CEO on or following July 31, 2003, either (A) by the Company without Cause or (B) by the Current CEO pursuant to a Constructive Termination (each as defined in the Current CEO's employment agreement with the Company). 2 Notwithstanding the foregoing, in no event shall (A) the appointment by the Company of Ronald Hutchison as the 2 Chief Restructuring Officer of the Company, (B) the assignment to Mr. Hutchison, in connection with such appointment, of the duties of managing and implementing the restructuring of the Company or (C) the effect of the foregoing on the Executive's role with the Company or in the nature and/or scope of the Executive's status within the Company constitute a Constructive Termination or an Included Constructive Termination (as defined in Section 6(d) below) for purposes of this Agreement. The Executive shall further be required to comply with the first two sentences of Section 9(d)(i) of this Agreement with respect to a Constructive Termination. View More

Constructive Termination. Shall mean: occur when the Executive voluntarily terminates her employment with the Company or retires after the occurrence of one or more of the following events: (i) the reduction in the Executive's job title or level as Executive Vice President; (ii) a change in the Executive's reporting relationship to anyone other than the Chief Executive Officer; or the provision of significantly less favorable working conditions; or (iii) unless effected with the Executive's consent, a reduction in the... Executive's Base Salary or the discontinuation of or any reduction in the Executive's participation or membership in any bonus, incentive or other benefit plan in which the Executive was a participant or member, without an economically equivalent replacement. replacement; (ii) the reassignment of the Executive without her consent to a location more than thirty (30) miles from her regular workplace; 4 (iii) the reduction in the Executive's job title or level as Executive Vice President Business Development and Chief Financial Officer, with equivalent responsibilities; (iv) a change in the Executive's reporting relationship to anyone other than the Chief Executive Officer; or (v) the provision of significantly less favorable working conditions. View More