Constructive Termination

Constructive Termination. Shall have the meaning set forth in any employment agreement or severance protection agreement entered into by and between the Participant and the Company or an Affiliate (or severance protection plan of the Company or an Affiliate in which the Participant participates), or if no such agreement or plan exists, any of the following, without the Participant's prior written consent: (A) a material reduction in the Participant's annual base salary or, to the extent applicable, target bonus... opportunity (other than in connection with an across the board reduction in compensation of similarly situated employees, of, on an individual-by-individual basis, less than 10%); (B) a material diminution of the Participant's authority, duties or responsibilities; (C) a relocation of the Participant's primary place of business by more than fifty (50) miles from its then-current location; (D) any material breach by the Company of any written agreement relating to the Participant's compensation (including any equity awards); provided, that any such event shall constitute a Constructive Termination only if the Participant gives written notice to the Company within 10 days following the later of its occurrence or the Participant's knowledge thereof and the Company fails to cure such event within 30 days after receipt from the Participant of written notice of such event; provided, further, that a "Constructive Termination" shall cease to exist for an event on the 60th day after the lapse of any such cure period. View More

Constructive Termination. Employee's termination of his or her employment as a result of the material breach by Company of this Agreement, including (without limitation) any material diminution in the nature or scope of the authorities, powers, functions, duties or responsibilities of Employee, provided that no such breach shall be considered a Constructive Termination unless Employee has provided Company with written notice of such breach within ninety (90) days of the breach first occurring and Company has failed to... cure such breach within the thirty (30) day period following receipt of such notice. Employment will subsequently terminate sixty (60) days after cure period concludes. View More

Constructive Termination. Will be deemed to have occurred if, upon or following the Change in Control and within one hundred eighty (180) days after the Key Executive becomes aware of a circumstance described in (1) - (5) below, a Key Executive separates from service with all Pactiv Companies after the Pactiv Companies, by action or inaction, and without the Key Executive's express prior written consent: ... (1) diminish in any manner the Key Executive's status, position, duties or responsibilities with Pactiv Companies from those in effect immediately prior to the Change in Control; without limiting the foregoing, for purposes of this clause (1) a diminution will be deemed to have occurred if the Key Executive does not maintain the same or greater status, position, duties and responsibilities with the ultimate parent corporation of a controlled group of corporations of which the Company is a member upon consummation of the transaction or transactions constituting the Change in Control; (2) reduce the Key Executive's then current annual cash compensation from Pactiv Companies below the sum of (a) the Key Executive's annual base salary or annual base compensation from the Pactiv Companies in effect immediately prior to the Change in Control and (b) the Key Executive's average annual award under the Company's Executive Incentive Compensation Plan (or any successor plan) for the three calendar year periods (or for such shorter period as the Key Executive has been employed by the Company) completed immediately prior to the Change in Control; (3) cause a material reduction in (a) the level of aggregate Pactiv Companies-paid medical benefit, life insurance and disability plan coverages; or (b) the aggregate rate of Pactiv Companies-paid thrift/savings plan 2 contributions and of Pactiv Companies-paid defined benefit retirement plan benefit accrual, from those coverages and rates in effect immediately prior to the Change in Control; (4) effectively require the Key Executive to relocate because of transfer of the Key Executive's place of employment with Pactiv Companies from the place where the Key Executive was employed immediately prior to the Change in Control; for purposes of the foregoing, a transfer of place of employment shall be deemed to require a Key Executive to relocate if such transfer (i) is greater than 25 miles from the place where the Key Executive was employed immediately prior to the Change in Control and (ii) increases the normal commuting time of such Key Executive by more than 50%; or (5) materially breach their duties and obligations under the Plan. A Constructive Termination will be deemed to have occurred for all Key Executives if any successor to the Company in a merger, consolidation, purchase or other combination constituting a Change in Control fails to assume, in writing, all of the Company's obligations under the Plan promptly upon consummation of such Change in Control. In addition, a determination that a Key Executive has been Constructively Terminated for purposes of eligibility for benefits under this Plan shall be based solely on the criteria set forth in this paragraph C and the Key Executive's eligibility or application for, or receipt of, any retirement benefits from any Pactiv Company following separation from service shall have no bearing on such determination. View More

Constructive Termination. Shall mean a voluntary termination by an Optionee who is an Employee following: (i) a permanent reduction in the Employee's title, duties, responsibilities or status, as compared to either (I) his title, duties responsibilities or status 2 before a Change in Control; or (II) any enhanced or increased title, duties, responsibilities or status occurring after... the Change in Control; (ii) the permanent assignment to the Employee of duties inconsistent with (I) the Employee's office on the date of the Change in Control; (II) any enhanced or increased duties occurring after the Change in Control; or (III) any more senior office to which he or she is promoted after the Change in Control; (iii) a 15 percent (or larger) reduction of the annualized base salary rate or total annualized salary rate (including bonuses, employee benefits and fringe benefits) the Employee was receiving from the Company and Subsidiaries immediately before the Change in Control or any increased annualized base salary rate or total annualized salary rate he or she receives from the Company and Subsidiaries after the Change in Control; or (iv) a requirement that the Employee relocate his or her principal office or worksite (or the indefinite assignment of the Employee) to a location more than 50 miles distant from (I) the principal office or worksite to which he or she was permanently assigned immediately before the Change in Control; or (II) any location to which the Employee is permanently assigned, with his or her consent, after the Change in Control. Any comparison of an Employee's duties, responsibilities or status under this section will be based on those that are permanently assigned to the Employee and not on temporarily assigned duties, responsibilities or status. View More

Constructive Termination. Shall be deemed to occur if (i) the employee is not given a bona fide offer to become the Chief Financial Officer of the successor corporation within 90 days after the completion of the transaction; and (ii) within the 30-day period immediately following the foregoing, Employee elects to terminate his or her employment voluntarily; provided however that such termination shall not be effective until six months following the completion of the transaction or such earlier date as is acceptable to... acquiring company. View More

Constructive Termination. Shall be deemed to occur if, within twelve months of the change in control, there is (i)(A) a material adverse change in Employee's position causing such position to be of materially reduced responsibility, (B) any reduction of greater than 5.0% of Employee's total current compensation including salary, incentive payments, bonuses, benefits, etc., or (C) Employee's refusal to relocate to a facility or location more than 50 miles from the Company's current location in Redwood City, California;... and (ii) following any of the foregoing events, Employee elects to terminate his or her employment voluntarily. View More

Constructive Termination. Means a termination by the Executive of his employment with the Company on written notice given to the Company within sixty (60) days following the date on which he learns of the occurrence, without his prior written consent, of any of the following events, if the Company shall have failed to cure such event within thirty (30) days following receipt of written notice from the Executive: (i) a reduction in his then current Base Salary or in his target Annual Incentive Award pursuant... to Section 5 (other than for Cause); (ii) the termination of, or a reduction in, any material employee benefit or perquisite enjoyed by him (other than for Cause); (iii) the failure to elect or reelect him to the position described in Section 3 or the removal of him from such position (other than for Cause), excluding for this purpose the hiring of a Chief Operating Officer by the Company; (iv) a material change in the Executive's positions, titles or responsibilities with the Company (other than as a result of a promotion) as set forth in Section 3 of this Agreement or any action by the Company which results in a material diminution in the authority of Executive (other than for Cause), excluding for this purpose the hiring of a Chief Operating Officer by the Company; (v) the relocation of the Executive's principal office to a location outside of Manhattan, New York without his consent; 3 (vi) the consummation of a Change of Control or, at the Executive's sole election, Company's failure to obtain an assumption of this Agreement and the obligations hereunder by any successor to Holdings or Financial in accordance with Section 12 herein; or (vii) the Company's material breach of this Agreement. View More

Constructive Termination. Shall be deemed to occur if there is (i)(A) a material adverse change in Employee's position causing such position to be of materially reduced responsibility, (B) any reduction of Employee's base compensation unless in connection with similar decreases of other similarly situated employees of the Company or its successor corporation, or (C) Employee's refusal to relocate to a facility or location more than 50 miles from the Company's current location in San Francisco, California; and (ii)... within the 30-day period immediately following any of the foregoing events, Employee elects to terminate his or her employment voluntarily. View More

Constructive Termination. Shall be deemed to occur solely upon the occurrence of a Change of Control in the event that Executive is subject to a material reduction in duties, compensation, or authority or is required to relocate from Atlanta, Georgia, in either case, within one year following such Change of Control.

Constructive Termination. The occurrence of any one or more of the -8- following events, without Executive's prior written consent, that is not cured by the Company or its "Successor" (as defined below) within thirty (30) days of receiving detailed written notice from Executive: (i) a reduction in Executive's Base Salary without Executive's consent; (ii) a requirement by the Company or its Successor that Executive relocate Executive's primary residence outside of the area... comprising a fifty (50) mile radius around the then current location of such residence (the "Area); (iii) the assignment, by the Company or its Successor, to Executive of any duties inconsistent with Executive's position and status as set forth in Section 3 or a change in Executive's reporting relationship from the reporting relationship required in accordance with Section 3. For purposes of this subsection (iii), any diminution in duties, status, or responsibility that result from a Successor's assimilation of the Business into a larger business will be considered the assignment of duties inconsistent with the Executive's position and status as set forth in Section 3. View More