Constructive Termination

Constructive Termination. Any of the following actions taken without Cause by the Company or a successor corporation or entity without Executive's consent: (i) substantial reduction of Executive's rate of compensation; (ii) material reduction in Executive's duties, provided, however, that a change in job position (including a change in title) shall not be deemed a "material reduction" unless Executive's new duties are substantially reduced from the prior duties; (iii) failure or refusal of a successor to the Company to... assume the Company's obligations under this Agreement in the event of a Change in Control; (iv) relocation of Executive's principal place of employment or service to a place greater than 50 miles from the Executive's then current principal place of employment or service; (v) the requirement to increase the amount of time per week that Executive provides services to the Company or (vi) the requirement that the Executive cease other employment or consulting engagements, unless such employment and/or consulting engagement results in a direct conflict with the Company's business. Notwithstanding the foregoing, a resignation shall not constitute a "Constructive Termination" unless the event or condition giving rise to such resignation continues more than thirty (30) days following Executive's written notice of such condition provided to the Company within ninety (90) days of the first occurrence of such event or condition and such resignation is effective within thirty (30) days following the end of such notice period. View More

Constructive Termination. Shall have the meaning ascribed to such term in any written agreement between the Optionee and the Company defining such term and, in the absence of such agreement, shall be deemed to occur with respect to an Optionee: if Optionee resigns within thirty (30) days following any of: (i) a reduction of Optionee's then-current base salary; (ii) a material adverse change in Optionee's position causing such position to be of materially reduced status or responsibility; or (iii) relocation of assigned... work site more than fifty (50) miles from Optionee's work site immediately prior to such relocation View More

Constructive Termination. Means your resignation that is effective within one-hundred twenty (120) days after the occurrence of one or more of the following without your express written consent: (i) a significant reduction of your duties, position or responsibilities other than as contemplated by your offer letter or employment agreements, provided that, in the context of a Change in Control, your duties, position or responsibilities will be deemed to not be significantly reduced if you retain reasonably comparable... duties, position and responsibilities with respect to the Company's pre-Change in Control business within such post-Change in Control Company; (ii) a significant reduction by the Company in your base salary as in effect immediately prior to such reduction, other than a reduction ratably applied to other senior executives of the Company; (iii) the relocation of your direction to a facility or a location more than forty (40) miles from your then-present location; or (iv) the failure by any successor corporation following a Change in Control to assume this Plan. A resignation will not be considered a Covered Termination unless the event or condition giving rise to such resignation continues more than thirty (30) days following your written notice of such event or condition provided to the Company within ninety (90) days of the first occurrence of such event or condition and such resignation is effective within thirty (30) days following the end of such notice period. View More

Constructive Termination. Shall be deemed to occur if there is (i)(A) a material reduction in job title or responsibilities of the Officer (provided, however, that reassignment to a position, irrespective of title, that changes the Officer's responsibilities in a manner designed merely to reflect the fact that the Company has become a wholly-owned subsidiary or division of the counter-party to the Change of Control shall not constitute grounds for Constructive Termination); (B) a reduction of more than 20% of the... Officer's base salary unless in connection with similar decreases of other similarly-situated officers of the Company or its successor entity; or (C) the Officer's refusal to relocate to a facility or location more than 50 miles from the Company's location at which the Officer works as of the effective date of the Change of Control; and (ii) immediately following any of the foregoing events, the Officer provides to his or her employer within 20 business days of such event written notice of his or her intent to terminate employment as a result of Constructive Termination, which written notice specifies the events or circumstances giving rise to the Officer's claim that Constructive Termination has occurred as well as the effective date of termination (which date shall be within 45 days of the date on which such notice is given); provided however that the Company shall have 30 days in which to cure the events or circumstances giving rise to the Constructive Termination claim and, if the Company is able to cure such events or circumstances within such 30-day period, then the Officer shall not have a basis to terminate his or her employment for Constructive Termination. View More

Constructive Termination. Is defined as a resignation of Employee's employment after Employee provided written notice to the Company within ninety (90) days following the occurrence of any of the following events and the Company failure to cure such events within 30 days after receipt of such notice: (i) without Employee's written consent, either a material reduction by the Company of the Employee's base salary as in effect from time to time or a significant reduction of Employee's duties or responsibilities relative to... Employee's duties or responsibilities in effect immediately prior to such reduction, or (ii) a relocation of Employee's principal workplace outside of Central Ohio area. Constructive Termination under this Agreement shall be interpreted in a manner consistent with the definition of "good reason" under Section 409A. View More

Constructive Termination. Means Executive's resignation from employment with the Company that is effective within one-hundred twenty (120) days after the occurrence, without Executive's written consent, of any of the following: (i) a material diminution in Executive's base compensation that is not proportionately applicable to other officers and key employees of the Company generally; (ii) a material diminution in Executive's job responsibilities or duties inconsistent in any material respect with Executive's position,... authority or responsibilities in effect immediately prior to such change, provided, that any change made solely as the result of the Company becoming a subsidiary or business unit of a larger company in a Change in Control shall not provide for Executive's Constructive Termination hereunder; or (iii) the failure by any successor entity or corporation following a Change in Control to assume the obligations under -5- this Agreement. Notwithstanding the foregoing, a resignation shall not constitute a "Constructive Termination" unless the condition giving rise to such resignation continues uncured by the Company more than thirty (30) days following Executive's written notice of such condition provided to the Company within ninety (90) days of the first occurrence of such condition and such resignation is effective within thirty (30) days following the end of such notice period. View More

Constructive Termination. The term "Constructive Termination" means a voluntary termination of Executive's employment with the Company because of the occurrence of any of the following events: (a) the Company materially reduces Executive's authority, duties or responsibilities in comparison with Executive's authority, duties or responsibilities at the time of the Change in Control (or, in the event of an Anticipatory Termination, immediately prior to the date when the Change in Control is first considered, as... reasonably determined by the Company); or (b) the Company materially reduces Executive's Base Salary; or (c) unless agreed to in writing by Executive, the Company requires Executive to be based at or generally work from any location more than fifty (50) miles from the geographical center of Atlanta, Georgia; or (d) the Company materially reduces the target bonus opportunity or long-term incentive (cash or stock) grant date value provided by the Company to Executive such that the target bonus opportunity and long-term incentive grant date value provided to Executive by the Company is materially less, in the aggregate, than was provided to Executive immediately prior to the Change in Control (or, in the event of an Anticipatory Termination, immediately prior to the date when the Change in Control is first considered, as reasonably determined by the Company), but only to the extent that such reduction results in a material reduction in Executive's total compensation; or (e) any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company as contemplated by Section 15.5. (f) A termination of employment by Executive for one of the events set forth in (a), (b), (c), (d) or (e) will not constitute a Triggering Event unless, (A) within the ninety (90) day period immediately following the occurrence of such event, Executive has given written notice to the Company of the event relied on for such termination, (B) the Company has not remedied such event within thirty (30) days (the "Cure Period") of the receipt of such notice, and (C) Executive, within thirty (30) days after the end of the Cure Period, elects by written notice to the Company to terminate Executive's employment, to be effective immediately. View More

Constructive Termination. Employee's resignation from all positions Employee then holds with the Company because of: (a) a material reduction in the level of responsibility associated with Employee's employment with the Company or any surviving entity (other than a change in job title or officer title) as compared to Employee's level of responsibility just prior to the reduction; provided, however, that a merger or acquisition of the Company and subsequent conversion of the Company to a division or unit of the acquiring... corporation will not by itself result in a material reduction in Employee's level of responsibility; (b) a material reduction in Employee's level of base salary (except for any reduction imposed equally upon all other similarly-situated Company employees); or (c) a relocation of Employee's principal place of employment by more than 50 miles (other than reasonable business travel required as part of the job duties associated with Employee's position); provided, however, that (A) such change, reduction or relocation is effected by the Company without Cause and without Employee's consent; (B) Employee first provides the Company with written notice of the condition described in (a), (b) or (c) above not later than sixty (60) days following its initial occurrence; (iii) the Company is permitted the opportunity to cure such condition within a period of forty-five (45) days following such written notice; and (iv) Employee resigns from employment within thirty (30) days following the end of such cure period, assuming that the condition has not been cured. View More

Constructive Termination. The termination of Executive's employment (a) by the Company other than for Cause or Disability or (b) by the Executive for Good Reason

Constructive Termination. A material adverse change in Executive's position, responsibilities, or compensation, provided that the change does not occur in connection with the termination of Executive's employment for Good Reason.