Constructive Termination

Constructive Termination. Shall mean the resignation of the Executive due to the occurrence of any of the following without the Executive's consent: (a) ceasing to serve as a Chief Executive Officer of a publicly traded company; (b) a material reduction in the Executive's duties, position or responsibilities relative to the Executive's duties, position or responsibilities in effect immediately prior to the effective date of the Change of Control; provided, however, that a change in the Executive's title or... reporting relationships shall not in and of themselves (or collectively) constitute a Constructive Termination; (c) a material reduction by the Company in the Executive's annual base salary as in effect on the effective date of the Change of Control or as increased thereafter; provided, however, that Constructive Termination shall not be deemed to have occurred in the event of a reduction in the Executive's annual base salary that is pursuant to a salary reduction program affecting substantially all of the executive officers or employees of the Company and that does not adversely affect the Executive to a greater extent than other similarly situated employees; or (d) a relocation of the Executive's primary business office to a location more than fifty (50) miles from the location at which the Executive performed the Executive's duties as of the effective date of the Change of Control, except for required travel by the Executive with respect to the Company's business to an extent substantially consistent with the Executive's business travel obligations prior to the effective date of the Change of Control. View More

Constructive Termination. Shall mean the occurrence of any of the following events, except for the occurrence of such an event in connection with the termination or reassignment of the Employee's employment by the Company for Cause or due to the Employee's death or disability or otherwise approved by the Employee in writing: (i) A material diminution in the Employee's job responsibilities or duties as they existed immediately prior to a Change in Control; (ii) A reduction by the Company in the... Employee's Base Salary as in effect immediately prior to a Change in Control; (iii) Relocation, following a Change in Control, of the Company's principal office more than 40 miles from its current location; or (iv) Any other material breach of this Agreement by the Company, following a Change in Control, which is not cured within 30 days after written notice thereof from the Employee. View More

Constructive Termination. For purposes of this Agreement, "Constructive Termination" is defined as (i) a substantial reduction in Executive's duties, responsibilities or position, (ii) any downward change in Executive's compensation or benefits, except for such changes which are consistent with downward changes for all members of the Company's -3- management team or (iii) a relocation of Executive's principal work location to a facility or location more than 50 miles from the Company's present location... without Executive's prior approval; provided however, that Executive shall provide written notice of any Constructive Termination hereunder and afford the Company 20 days in which to cure any action identified in this Section 8(b). View More

Constructive Termination. Participant's resignation of employment within ninety (90) days after one of the following occurs without the Participant's express written consent: (i) the Company reduces the Participant's base salary, target bonus and/or other cash compensation programs, taken as a whole, unless such reduction is made in connection with an across-the-board, proportionate reduction of substantially all executives' annual base salaries, bonuses, plans and/or other cash compensation... programs instituted because the Company, taken as a whole, is in financial distress; (ii) the Company reduces or eliminates the Participant's eligibility to participate in or the benefits associated with participating in the Company's benefit programs that is inconsistent with the eligibility to participate in and benefits associated with participation enjoyed by similarly situated employees of the Company; or (iii) the Company relocates the Participant's primary business office more than fifty (50) miles from the location at which the Participant predominately performed duties prior to such relocation, except for required Participant travel on Company business to an extent substantially consistent with the Participant's prior business travel obligations. Notwithstanding the foregoing, a termination shall not constitute a Constructive Termination based on conduct described above unless (A) within thirty (30) days following the occurrence of the conduct, the Participant provides the Company's Chief Executive Officer written notice specifying (x) the particulars of the conduct and (y) that the Participant deems such conduct to be described in (i), (ii) or (iii) of this Section 2(j), and (B) the conduct described has not been cured within thirty (30) days following receipt by the Company's Chief Executive Officer of such notice. View More

Constructive Termination. Means a termination of Employee's employment by PPD during the Covered Period initiated by Employee after (i) a substantial diminution or alteration in the duties of Employee, (ii) a reduction by PPD in Employee's base salary in effect on the date of the Change in Control, or (iii) the relocation of Employee's primary work location to a location that is more than twenty-five (25) miles from Employee's primary work location prior to the Change in Control. Constructive Termination specifically... does not include termination of Employee by reason of death, Disability or retirement at or after age 65. Employee shall give PPD written notice of a Constructive Termination, which notice shall provide a brief description of the circumstances which Employee asserts gives rise to a right of Constructive Termination, and PPD shall have ten (10) days from receipt of said notice within which to remedy said circumstances. View More

Constructive Termination. Shall mean the occurrence of any of the following without the Executive's express written consent (i) the assignment to the Executive of any duties or the 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 such assignment, or the removal of the Executive from such position and responsibilities, provided, however that changes in the circumstances of employment which are solely the... result of changes in corporate legal structure resulting directly from the Change of Control shall not constitute a basis for Constructive Termination; (ii) a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Executive immediately prior to such reduction; (iii) a material reduction by the Company in the cash compensation of the Executive as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Executive is entitled immediately prior to such reduction with the result that the Executive's overall benefits package is significantly reduced; or (v) the relocation of Executive's principal place of employment to a facility or a location more than 50 miles from the Executive's then present location. View More

Constructive Termination. Any one or more of the following: (i) without the Employee's express written consent, the assignment to the Employee, following the Change in Control, of any title or duties, or any limitation of the Employee's responsibilities, that are substantially inconsistent with the Employee's title(s), duties, or responsibilities with the Company Group immediately prior to the date of the Change in Control; (ii) without the Employee's express written consent, the relocation of the principal place of... the Employee's employment, following the Change in Control, to a location that is more than fifty (50) miles from the Employee's principal place of employment immediately prior to the date of the Change in Control, or the imposition of travel requirements substantially more demanding of the Employee than such travel requirements existing immediately prior to the date of the Change in Control; (iii) any failure by the Company Group, following the Change in Control, to pay, or any material reduction by the Company Group of, (1) the Employee's base salary in effect immediately prior to the date of the Change in Control, or (2) the Employee's bonus compensation, if any, in effect immediately prior to the date of the Change in Control (subject to applicable performance requirements with respect to the actual amount of bonus compensation earned by the Employee), unless base salary and/or bonus reductions comparable in amount and duration are concurrently made for a majority of the other employees of the Company Group who have substantially similar titles and responsibilities as the Employee; and (iv) any failure by the Company Group, following the Change in Control, to (1) continue to provide the Employee with the opportunity to participate, on terms no less favorable than those in effect for the benefit of any employee group which customarily includes a person holding the employment position or a comparable position with the Company Group then held by the Employee, in any benefit or compensation plans and programs, including, but not limited to, the Company Group's life, disability, health, dental, medical, savings, profit sharing, stock purchase and retirement plans, if any, in which the Employee was participating immediately prior to the date of the Change in Control, or in substantially similar plans or programs, or (2) provide the Employee with all other fringe benefits (or substantially similar benefits), including, but not limited to, relocation benefits, provided to any employee group which customarily includes a person holding the employment position or a comparable position with the Company Group then held by the Employee, which the Employee was receiving immediately prior to the date of the Change in Control. However, the foregoing conditions shall not constitute a Constructive Termination unless the Employee has given written notice of any such condition(s) to the Chairman of the Board and allowed the Company Group at least twenty (20) days thereafter to correct such condition(s). If such condition(s) are not corrected within that twenty (20) day period, the Employee may give written notice of her Constructive Termination to the Board, which shall be an Involuntary Termination. View More

Constructive Termination. The occurrence, on a date that is prior to the two-month period prior to the consummation of a Company Transaction or after the 12-month period following the consummation of a Company Transaction, of any of the following without the Executive's express prior written consent: (i) a material reduction of or to the Executive's duties, responsibilities or title (a change in reporting relationship alone does not constitute such a material reduction); (ii) a material reduction by the Company of the... Executive's Base Salary, unless similarly situated executives also experience a reduction; or (iii) a requirement that the Executive relocate his primary work location more than 25 miles from Bellevue, Washington or from any work location to which the Company transfers the Executive during the course of his employment and to which such transfer the Executive has consented. Notwithstanding the foregoing, a Constructive Termination shall not exist unless (x) the Executive delivers written notice to the Company (the "Constructive Termination Notice") of the existence of the condition which the Executive believes constitutes a Constructive Termination within 30 days of the initial existence of such condition (which Constructive Termination Notice specifically identifies such condition), (y) the Company fails to remedy such condition within 30 days after the date on which it receives such notice (the "Constructive Termination Cure Period"), and (z) the Executive actually terminates employment within 30 days after the expiration of the Constructive Termination Cure Period. View More

Constructive Termination. The occurrence of any of the following, without the Executive's express written consent, at any time within twelve (12) months following a Change in Control: (i) material diminution in the overall scope of the Executive's duties, authorities and responsibilities from those held by the Executive immediately prior to the time of a Change in Control; (ii) geographic relocation of the Executive's assigned principal business location to a location greater than forty (40) miles from the place of the... Executive's principal business location immediately prior to the time of a Change in Control; or (iii) diminution by ten percent (10%) or more of the Executive's base salary or target bonus in effect immediately prior to the time of a Change in Control; View More

Constructive Termination. A termination of employment by the Executive for Good Reason.