Constructive Termination

Constructive Termination. That the Executive terminates his employment with the Company for Good Reason.

Constructive Termination. Shall be deemed to occur if (A)(1) there is a material adverse change in Employee's position causing such position to be of materially reduced stature or responsibility, (2) a reduction of more than thirty percent (30%) of Employee's base compensation unless in connection with similar decreases of other similarly situated employees of the Company or (3) Employee's refusal to comply with the Company's request to relocate to a facility or location more than fifty (50) miles from the Company's... current location and (B) within the thirty (30) day period immediately following such material change or reduction Employee elects to terminate his or her employment voluntarily. View More

Constructive Termination. For purposes of this Agreement, 'Constructive Termination' means Employee's termination of his employment within 120 days following the occurrence of Good Reason. For purposes of this Agreement, 'Good Reason' means any of the following: (i) any material diminution in Employee's authority, duties or responsibilities; (ii) any material diminution in Base Salary; (iii) any material change in the geographic location at which Employee must perform services (in other words, the relocation of Employee... to a principal work location that is more than 50 miles from the Company's location on the Effective Date); and (iv) any other action or inaction that constitutes a material breach by the Company of this Agreement; provided, however, that before Employee may terminate his employment in a Constructive Termination, (A) Employee must provide the Company with written notice within 90 days of the event that Employee believes constitutes 'Good Reason' specifically identifying the acts or omissions constituting the grounds for Good Reason and (B) the Company must have an opportunity within 30 days following delivery of such notice to cure the Good Reason condition. View More

Constructive Termination. The Purchaser terminates his Services because of (a) a substantial diminution in the nature, status or prestige of Purchaser's responsibilities, title or reporting level as they exist immediately prior to a Change of Control or the addition of responsibilities of a nature, status or prestige inconsistent with the Purchaser's responsibilities as they exist prior to a Change of Control, (b) a substantial diminution in Purchaser's compensation or benefits, or (c) the Company requires the Purchaser... to relocate as a condition of his continued employment by the Company. View More

Constructive Termination. The Founder terminates his Services because of (a) a substantial diminution in the nature, status or prestige of Founder's responsibilities, title or reporting level as they exist immediately prior to a Change of Control or the addition of responsibilities of a nature, status or prestige inconsistent with the Founder's responsibilities as they exist prior to a Change of Control, (b) a substantial diminution in Founder's compensation or benefits, or (c) the Company requires the Founder to... relocate as a condition of his continued employment by the Company. View More

Constructive Termination. Executive's resignation as a result of, and within three (3) months following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following: (i) a material reduction in Executive's job, duties or responsibilities in a manner that is substantially inconsistent with the position, duties or responsibilities held by Executive immediately before such reduction, (ii) a material reduction in Executive's base salary (in other words, a reduction of... more than five percent of Executive's base salary within the twelve-month period following a Change of Control), or (iii) a material change in the work location at which Executive is required to perform services for the Company (in other words, a requirement that Executive relocate to a work location that is more than 50 miles from Executive's work location in effect as of the date immediately prior to a Change in Control). Executive will not resign as the result of a 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 cure period of thirty (30) days following the date of such notice. View More

Constructive Termination. The Employee's voluntary termination of employment with the Company within ninety (90) days following: (i) a reduction in the Employee's job responsibilities that is substantially inconsistent with the position, duties or responsibilities held by Employee immediately before such reduction; provided that a mere change in title alone following a Change of Control shall not constitute a material reduction in job responsibilities; (ii) relocation of the Employee's work site to a facility or... location more than twenty-five (25) miles from the Employee's principal work site for the Company prior to the Change of Control; or (iii) a reduction in the Employee's then-current base salary by at least twenty percent (20%), provided that an across-the-board reduction in the salary level of all other employees in positions similar to the Employee's by the same percentage amount as part of a general salary level reduction shall not constitute such a salary reduction. View More

Constructive Termination. (i) 'Constructive Termination' shall mean: (a) a material, adverse change of Executive's responsibilities, authority, status, position, offices, titles, or duties; provided, that (1) the fact that the Company is a subsidiary of an acquirer or a division of an acquirer, or (2) a change in Executive's employment from a Subsidiary to the Company or another Subsidiary shall in either event not, in and of itself, be considered a material change to the Employee's responsibilities, authority, status,... position, offices, titles or duties, and any appropriate change in title related to such events shall not, in and of itself, be considered a material change to the Employee's responsibilities, authority, status, position, offices, titles or duties; (b) an adverse change in Executive's annual compensation or benefits; (c) a requirement to relocate in excess of fifty (50) miles from Executive's then current place of employment without Executive's consent; or (d) the breach by the Company of any material provision of this Agreement or failure to fulfill any other material contractual duties owed to the Executive. For the purposes of this definition, Executive's responsibilities, authority, status, position, offices, titles and duties are to be determined as of the date of this Agreement. (ii) Notwithstanding the provisions of subsection (i) above, no termination by the Executive will constitute a Constructive Termination unless the Executive shall have provided written notice to the Company within 90 days of an occurrence as described in paragraphs 1. (d)(i)(a) — 1. (d)(i)(d) above. The notice will describe his intention to so terminate this Agreement, which sets forth in reasonable detail the conduct that the Executive believes to be the basis for the Constructive Termination, and the Company will thereafter have failed to correct such conduct (or commence action to correct such conduct and diligently pursue such correction to completion) within 30 days following the Company's receipt of such notice. View More

Constructive Termination. The occurrence of any of the following conditions without a Designated Executive's written consent, which condition remains in effect for ten (10) days after written notice to the Company from such Designated Executive of such condition: (a) a decrease in the Designated Executive's base salary or target bonus, or a substantial reduction of other compensation and benefits, from that in effect immediately prior to the Change in Control; (b) the relocation of a Designated Executive's work place... for the Company to a location more than 25 miles from the location of such Designated Executive's work place prior to the Change in Control; (c) the assignment of responsibilities and duties that are not the Substantive Functional Equivalent of the position which the Designated Executive occupied immediately preceding the Change in Control; or (d) any material breach by the Company of the terms of this Plan which is not cured within 10 days of written notice. View More

Constructive Termination. The occurrence of any of the following conditions without a Group 1 beneficiary's written consent, which condition remains in effect for ten (10) days after written notice to the Company from such Group 1 beneficiary of such condition: (a) a decrease in the Group 1 beneficiary's base salary or target bonus, or a substantial reduction of other compensation and benefits, from that in effect immediately prior to the Change in Control; (b) the relocation of a Group 1 beneficiary's work place for... the Company to a location more than 25 miles from the location of such Group 1 beneficiary's work place prior to the Change in Control; (c) the assignment of responsibilities and duties that are not the Substantive Functional Equivalent of the position which the Group 1 beneficiary occupied immediately preceding the Change in Control; or (d) any material breach by the Company of the terms of this Plan which is not cured within 10 days of written notice. View More