Constructive Termination

Constructive Termination. Shall be deemed to occur if (A) (1) Executive's position changes as a result of an action by the Company such that (w) Executive shall no longer be an Executive Vice President of the Company, or (x) Executive shall have duties and responsibilities demonstrably less than those typically associated with an Executive Vice President, Sales & Client Operations or (2) Executive is required to relocate his place of employment, other than a relocation within fifty miles of Executive's current residence... or the Company's current Stamford or Ft. Myers headquarters, (3) there is a reduction in Executive's base salary or target bonus (other than any such reduction or termination consistent with a general reduction of pay across the executive staff as a group, as an economic or strategic measure as a result of poor performance by the Company) or (4) there occurs any other material breach of this Agreement by the Company (other than a reduction of Executive's base salary or target bonus which is not described in the immediately preceding clause (3)) after a written demand for substantial performance is delivered to the Board by Executive which specifically identifies the manner in which Executive believes that the Company has materially breached this Agreement, and the Company has failed to cure such breach to the reasonable satisfaction of Executive within thirty days following the delivery of such notice and (B) within the ninety day period immediately following an action described in clauses (A)(1) through (4), Executive elects to terminate his employment voluntarily. View More

Constructive Termination. Shall mean any of the following: (A) Reduction in Base Salary. (B) Reduction in annual target bonus opportunity (excluding annual reductions of up to 10% that apply to all officers of the Corporation). (C) a change of more than twenty-five (25) miles in the office or location where the Executive is based. 17 (D) (1) In General. With respect to any period not within the three year period following a Change of Control Date and not during the pendency of a... Potential Change of Control, a demotion to a position below that of Executive Vice President. (2) Change of Control. With respect to any period during the pendency of a Potential Change of Control and the three year period following a Change of Control Date, unless with the express written consent of the Executive, (I) the assignment to the Executive of any duties inconsistent in any substantial respect with the Executive's position, authority or responsibilities as contemplated by Section 3(b) of this Agreement, or (II) any other substantial change in such position, including titles, authority or responsibilities from those previously held by the Executive prior to the Potential Change of Control or Change of Control Date, as applicable. The Executive's position, authority and responsibilities shall not be regard as not commensurate with previous position, authority and responsibilities merely by virtue of the fact that a successor shall have acquired all or substantially all of the business and/or assets of the Corporation. (E) (1) In General. With respect to any period not within the three year period following a Change of Control Date and not during the pendency of a Potential Change of Control, any material reduction in any of the benefits described in Sections 4(c) through 4(e) hereof (excluding, in each case, reductions that apply to all officers of the Corporation). (2) Change of Control. With respect to any period during the pendency of a Potential Change of Control and the three year period following a Change of Control Date, any failure by the Corporation to comply with any of the provisions of Section 4 of this Agreement, other than an insubstantial or inadvertent failure remedied by the Corporation promptly after receipt of notice thereof given by the Executive. (F) Any failure of the Corporation to obtain the assumption and agreement to perform this Agreement by a successor as contemplated by Section 13(b), provided that the successor has had actual written notice of the existence of this Agreement and its terms and an opportunity to assume the Corporation's responsibilities under this Agreement during a period of ten (10) business days after receipt of such notice. View More

Constructive Termination. Executive's resignation from the Company for Good Reason that constitutes a "separation from service" within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder. Notwithstanding the foregoing, a resignation shall not constitute a "Constructive Termination" unless the condition constituting Good Reason that gives rise to such resignation continues more than thirty (30) days following Executive's written notice of such... condition provided to the Board within ninety (90) days of an occurrence of such condition. View More

Constructive Termination. The term "Constructive Termination" shall mean (A) a diminution in Executive's base salary or annual bonus opportunity; (B) any material diminution in Executive's authority, duties or responsibilities; or (C) failure of the Company or its Subsidiaries to pay or cause to be paid Executive's base salary or annual bonus, when due; provided that none of these events shall constitute Constructive Termination unless the Company fails to cure such event within 30 days after receipt from Executive of... written notice of the event which constitutes Constructive Termination; provided, further, that "Constructive Termination" shall cease to exist for an event on the 90th day following the later of its occurrence or Executive's knowledge thereof, unless Executive has given the Board written notice thereof prior to such date. Notwithstanding anything herein to the contrary, for purposes of the last proviso of the immediately foregoing sentence, a series of related events shall be deemed to have occurred on the date upon which the last event in such series of related events has occurred. View More

Constructive Termination. The term "Constructive Termination" shall have the meaning assigned such term in the Employment Agreement.

Constructive Termination. The term "Constructive Termination" shall be deemed to have occurred upon (A) the failure of the Company or its Subsidiaries to pay or cause to be paid Advisor's fees and reimbursable expenses (in each case, if any) when due under the Services Agreement; (B) a reduction in such fees or reimbursable expenses under the Services Agreement or (C) any material breach by the Company or its Subsidiaries or any material agreement with Advisor; provided that none of these events shall constitute... Constructive Termination unless the Company fails to cure such event within 30 days after receipt from Advisor of written notice specifying in reasonable detail the event which constitutes Constructive Termination; provided, further, that "Constructive Termination" shall cease to exist for an event on the 90th day following the later of its occurrence or Advisor's knowledge thereof, unless Advisor has given the Company written notice thereof prior to such date. View More

Constructive Termination. Means Executive's resignation from employment with the Company within ninety (90) days after the occurrence of one or more of the following conditions without Participant's consent: (i) a material diminution in Executive's authority, duties, or responsibilities; (ii) a material diminution in Executive's base salary, other than a diminution ratably applied to other senior executives of the Company; (iii) a material change in the geographic location at which Executive must perform Executive's... services hereunder (which shall in no event include a relocation of Executive's office which results in an increased commuting distance from Executive's home to the office of less than thirty (30) miles); or (iv) any other action or inaction that constitutes a material breach of this any written agreement or covenant between Executive and the Company by the Company; and which, in the case of any of the foregoing, continues uncured by the Company beyond thirty (30) days after Executive has provided the Company written notice that Executive believes in good faith that such condition giving rise to such claim of Constructive Termination has occurred. Any such notice shall be provided to the Company within thirty (30) days following the initial occurrence of the condition or event giving rise to Constructive Termination. 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; or (C) the requirement that Executive relocate to a place of employment more than 50 miles from the Executive's primary work... location as in effect immediately prior to the Change of Control; 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 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. Shall have the same meaning as the term "Good Reason," as defined under the Employment Agreement.

Constructive Termination. Any of the following actions taken without Cause by the Company or a successor corporation or entity without Executive's consent