Constructive Termination

Constructive Termination. Means the Executive terminates his employment with the Company as a result of one or more of the following events (unless, in the case of (ii) below, such event(s) applies generally to all officers of the Company): (i) a reduction in the Executive's Base Compensation; (ii) without the Executive's express written consent, a material reduction by the Company in the kind or level of Executive benefits to which the Executive is entitled immediately prior to such reduction with the result that the... Executive's overall benefit package is significantly reduced; (iii) without the Executive's express written consent, the Company fails to retain the Executive as its President and Chief Executive Officer; (iv) the Company substantially reduces Executive's authority or 8 responsibility as President and Chief Executive Officer; (v) Executive is removed or is not re-elected as a member of the Board of Directors of Orbitz, Inc.; (vi) a successor fails to assume the obligations of the Company under this Agreement; and (vii) notice by the Company to Executive of the non-renewal of the Employment Term pursuant to Section 1(b) above. View More

Constructive Termination. By the Executive shall mean the Executive's voluntary termination of his employment, during the Term of Employment, in accordance with the procedures set forth in Section 12(d)(i) and based on any action by the Company, the Board or the Holding Corp. Board that, without the Executive's express written consent, results in any of the following: (i) the Executive's ceasing to hold the titles of Chief Executive Officer of the Company and of Holding Corp., other than as permitted by Section 3(b) or... as a result of his death or Disability or a termination of his employment for Cause; (ii) a diminution or adverse change in the Executive's responsibilities, duties, authorities, that in either case is material, other than as permitted by Section 3(b) or as a result of his death or Disability or a termination of his employment for Cause; (ii) a reduction in the Executive's Base Salary or Target Bonus (as de- fined in Section 7), other than as a result of his death or Disability or a termination of his employment for Cause; or (iii) the failure of the Company to comply with the third sentence of Section 15. Notwithstanding the foregoing, any action by the Board taken pursuant to Section 12(c)(i) shall not be deemed to constitute Constructive Termination, provided that, if such actions do not result in a termination of the Executive's employment for Cause, they are reversed promptly following completion of the procedures set forth in Section 12(c)(i). View More

Constructive Termination. For purposes of this Agreement, "Constructive termination" shall be deemed to occur if you resign within 30 days following (A) a material reduction in your job responsibilities or change in title; (B) relocation by the Company or successor thereto of your work site to a facility or location more than 50 miles from your principal work site for the Company immediately prior to the relocation; or (C) a reduction in your then current base salary by at least 15%, provided that an across-the-board... reduction in the salary level of all other employees or consultants in positions similar to your position by the same percentage amount as part of a general salary level reduction shall not constitute such a salary reduction. View More

Constructive Termination. Means the happening of any of the following events: (i) a material diminution of Officer's responsibilities, including, without limitation, title and reporting relationship; (ii) relocation of the Officer's office greater than 50 miles from its location as of the effective date of this Agreement without the consent of the Officer; (iii) a material reduction in Officer's... compensation and benefits. View More

Constructive Termination. That any of the following actions are undertaken with respect to a Service Provider in connection with an Acquisition (in the context of Section 13 hereof) without such Service Provider's express written consent: (i) the assignment to such Service Provider of any duties or responsibilities which results in any diminution or adverse change of such Service Provider's position, status, circumstances of employment or scope of responsibilities; (ii) a change in such Service Provider's job title as... in effect on the effective date of the Acquisition (iii) a reduction in the number of individuals reporting directly to such Service Provider from the number of individuals reporting directly as of the effective date of the Acquisition or a change in the person(s) to whom such Service Provider reports as of the effective date of the Acquisition, (iv) except as provided in clause (v) below, a reduction by the Company or its successor in such Service Provider's total compensation as in effect on the effective date of the Acquisition; (v) the taking of any action by the Company or its successor that would adversely affect such Service Provider's participation in, or reduce such Service Provider's benefits under, the Company's or its successor's benefit plans (including equity benefits) as of the effective date of the Acquisition, except to the extent the benefits of all other executives of the Company or its successor are similarly reduced; or (vi) a relocation of such Service Provider's principal office from the location at which such Service Provider was performing his or her duties as of the effective date of the Acquisition which would increase the duration or distance of such Service Provider's commute as of the effective date of the Acquisition. View More

Constructive Termination. Shall mean the Optionee's voluntary termination of employment within 60 days (or 120 days in the event a Change of Control also has occurred) following the occurrence of any of the following: (i) a change in the Optionee's duties or responsibilities, or a change in the Optionee's reporting relationships, either of which results in or reflects a material diminution of the scope or importance of the Optionee's responsibilities; (ii) a reduction in the Optionee's then current base salary or annual... target bonus; (iii) a reduction in the level of benefits available or awarded to the Optionee under employee and officer benefit plans and programs including, but not limited to, annual and long-term incentive and stock-based plans and programs (other than as part of reductions in such benefit plans or programs affecting similarly situated employees of the Company); (iv) any failure of any acquirer following a Change of Control to agree to be bound by this Option Agreement, or (v) a relocation of the Optionee's primary employment location which is more than 50 miles from his current primary employment location; provided, however, that for Constructive Termination to have been deemed to have occurred, the Optionee must give the Company written notice, at least 30 days prior to the date the Optionee intends to terminate his employment, providing a description of the events constituting Constructive Termination hereunder and, in the event the Company corrects or cures such events prior to the conclusion of such 30 day period, then Constructive Termination shall not exist hereunder. View More

Constructive Termination. For the purposes of this Agreement, "Constructive Termination" means the termination of your employment by you within sixty (60) days following (A) a material reduction in your job responsibilities, a change to either of your titles, a failure to maintain you as a director; (B) without your prior written approval, the Company requires you to relocate to a facility or location more than 50 miles from the location from which you were working for the Company immediately before the required change... of location; or (C) except as otherwise agreed by you, any reduction of your total compensation package (other than as part of an across-the-board, proportional reduction applicable to all other executive officers). View More

Constructive Termination. For the purposes of this letter agreement, "Constructive Termination" means your resignation within thirty (30) days following expiration of any Company cure period (discussed below) following (i) without your prior consent, a reduction in your base salary (other than in connection with a general, proportionate decrease in base salaries for all executive officers of the Company); (ii) without your prior consent, the Company's or its successor's forcing you to relocate your principal place of... employment to a facility or a location more than 50 miles from its then present location; (iii) without your prior consent, the failure of the Company to obtain the assumption of its obligations to you under this letter agreement by any successor to the Company; or (iv) without your consent, a material reduction in your job responsibilities, provided that following a Change of Control neither mere change in title alone nor reassignment to a position that is substantially similar to the position held prior to the Change of Control shall constitute a material reduction in job responsibilities. In order for an event to qualify as a Constructive Termination, you must not terminate employment with the Company 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 reasonable cure period of not less than thirty (30) days following the date of such notice. View More

Constructive Termination. Your voluntary termination of employment with the Company as a result of (i) a material diminution in your authority, duties, or responsibilities, a change in your supervisory reporting relationship within the Company, or your no longer serving as Chief Operating Officer; (ii) a change, caused by the Company, in geographic location of greater than 60 miles from 5 Penn Plaza, New York, NY; or (iii) a material reduction in your base pay or incentive cash compensation; provided, however, that none... of the foregoing conditions or events shall constitute Constructive Termination unless (A) you shall have provided written notice to the Company within fifteen (15) days after the occurrence of such condition or event describing the condition or event claimed to constitute 4 Constructive Termination and (B) the Company shall have failed to remedy the condition or event within thirty (30) days of its receipt of such written notice. In order to resign due to Constructive Termination, your resignation must be effective within thirty (30) days of the expiration of the cure period without the Company curing the event. View More

Constructive Termination. Means (1) a material reduction or change (without your written consent) in your title, job duties, responsibilities and job requirements inconsistent with your position with the Company and your prior duties, responsibilities and requirements, which material reduction or change continues for more than fifteen (15) days after written notice (including reasonable detail describing the facts of any such material reduction or change) is given by you to the Company, taking into account the... differences in job title and duties that are normally occasioned by reason of an acquisition of one company by another; (2) any reduction of your base compensation without your written consent (except an equal, across-the-board reduction in the compensation of all similarly-situated employees of the Company or the surviving entity that is approved by the board of directors); or (3) a requirement that you report for work in person on a regular and daily basis at a facility or location more than 50 miles from the Company's current location. View More