Constructive Termination

Constructive Termination. Means: (a) a material reduction, other than a reduction in pay uniformly applicable to all officers of the Company, in the amount of a Covered Executive's Base Compensation; and (b) a contemporaneous, material diminution in a Covered Executive's authority, duties or responsibilities. No event or condition shall constitute a Constructive Termination hereunder unless: (i) a Covered Executive provides to the Committee written notice of his or her objection to such event not later than 60 days... after such executive first learns, or should have learned, of such event; (ii) such event is not corrected by the Company promptly after receipt of such notice, but in no event more than 30 days after receipt thereof; and (iii) such executive Separates From Service not more than 15 days following the expiration of the 30-day period described in clause (ii) hereof. View More

Constructive Termination. Means a termination of employment by the Executive for Good Reason; provided, that, "Constructive Termination" shall not include any termination of the employment of the Executive (i) by the Company for Cause, (ii) as a result of the Permanent Disability of the Executive, (iii) as a result of the death of the Executive or (iv) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

Constructive Termination. Means a termination of employment by the Executive for Good Reason; provided, that, "Constructive Termination" shall not include any termination of the employment of the Executive (i) by the Company for Cause, (ii) as a result of the Permanent Disability of the Executive, (iii) as a result of the death of the Executive or (iv) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason. For the avoidance of doubt, (A) if the Executive is offered... reasonably similar employment by a current or former subsidiary of the Company or his or her employment is transferred to a current or former subsidiary of the Company with the resulting role being reasonably similar to his or her role immediately prior to such transfer, in either case, in connection with the Planned Separation, the termination of the Executive's employment with the Company in connection with such Planned Separation shall not constitute a Constructive Termination, and (B) an offer of employment by, or the Executive's transfer of employment to, a current or former subsidiary of the Company in connection with the Planned Separation for a position similar to any position set forth on Schedule A shall not constitute a Constructive Termination. View More

Constructive Termination. For purposes of this Agreement, "Constructive Termination" means you terminate your employment for Good Reason.

Constructive Termination. Means Executive's resignation from employment with the Company after the occurrence, without Executive's written consent, of any of the following: (i) a material reduction by the Company in the base salary of the Executive as in effect immediately prior to such reduction; (ii) a material breach by the Company of this Agreement or any offer letter or employment agreement between Executive and the Company; (iii) the material relocation of Executive's principal place of employment to a facility or... a location more than 50 miles from the Executive's then present principal place of employment; or (iv) a material reduction of the Executive's duties, authority or responsibilities with respect to the business of the Company as it existed prior to the Change in Control. The parties acknowledge that either a change in the Executive's title without a corresponding change in the Executive's duties, position or responsibilities or a change in the person or entities to whom the Executive reports are typical changes following a Change in Control and do not alone constitute a Constructive Termination. 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. Executive's voluntary resignation following any of the following events: (i) a change in Executive's position with the Company or the successor thereto which materially reduces Executive's level of responsibility; (ii) a reduction in Executive's level of compensation (including base salary, significant fringe benefits or any non-discretionary and objective-standard incentive payment or bonus award) by more than ten percent (10%) in the aggregate; or (iii) a relocation of Executive's place of... employment by more than fifty (50) miles; provided, however, such change, reduction or relocation is effected by the Company or the successor thereto without Executive's consent. View More

Constructive Termination. Executive's voluntary termination of employment with the Company as a result of: (1) a material diminution in Executive's title, authority, duties or responsibilities, or a change in Executive's supervisory reporting relationship within the Company; (2) a change, caused by the Company, in geographic location greater than 50 miles of the location at which Executive primarily performs services for the Company on the Effective Date; or (3) a material reduction in Executive's base pay or incentive... compensation. No voluntary termination by Executive shall constitute a "Constructive Termination" unless Executive shall have given (x) notice of the proposed termination due to Constructive Termination, with particulars, to the Company not later than 90 days following the initial occurrence of the condition above forming the basis for such termination and (y) the Company an opportunity for 30 days after such notice within which to remedy such condition, in which such condition is not remedied View More

Constructive Termination. Means the following events or conditions: (i) the Employer’s material breach of this Agreement including, without limitation, the failure of the Employer to pay Base Salary or, subject to achievement of targets determined by the Board in accordance with Section 5(b), Annual Bonus or provide any material benefits that the Employer is obligated to pay or provide pursuant hereto, and the continuance of such breach for a period of fifteen days after written notice to the Employer; and (ii) if the... Employer requires that the Executive move involuntarily from the Montreal metropolitan area in order to retain employment with the Employer. View More