Constructive Termination

Constructive Termination. Means a termination of Executive's employment by Executive during a Change in Control Period which is due to: (i) the involuntary relocation of Executive to any office or location more fifty (50) miles from the office or location at which Executive is then located; (ii) a material reduction in Executive's total compensation and... benefit package; or (iii) a significant reduction in Executive's responsibilities, position or authority (including changes resulting from the assignment to Executive of any duties inconsistent with his responsibilities, position or authority in effect immediately prior to the Change in Control Period); provided, however, that, notwithstanding any other provision hereof, no event or circumstance will constitute "Constructive Termination" for purposes of this Agreement (A) if Termination For Cause exists or (B) unless (1) Executive shall have given notice to the Company of Executive's determination of the occurrence of such event, (2) such event constitutes one of the events specified in clauses (i) - (iii) above, and (3) such event shall be continuing as of the end of 45 days after the giving of such notice. 2 3 View More

Constructive Termination. (1) a significant and adverse change by the Company of any duties, responsibilities, reporting relationships or other conditions of employment inconsistent with, or in derogation of the Executive's position, duties, titles, offices, responsibilities and status with the Company immediately prior to a Change in Control;

Constructive Termination. Will be deemed to occur if Employee voluntarily resigns within 30 days following (i) a material reduction in Employee's job responsibilities, it being understood that a mere change in title alone shall not constitute a material reduction in job responsibilities, (ii) without Employee's prior written approval, the Company requires Employee to relocate to a facility or location more than 50 miles from the Company's current location, it being understood that required travel on the Company's... business to an extent consistent with Employee's job responsibilities does not constitute Constructive Termination, or (iii) a reduction in Employee's then current base salary, except than an across-the-board reduction in the salary level of all of the Company's senior management team in the same percentage as part of a general salary level reduction shall not constitute Constructive Termination. Also, a change in Employee's commission and/or bonus plan as detailed in Employee's annual Compensation Plan document shall not constitute Constructive Termination. View More

Constructive Termination. By the Executive shall mean voluntary termination by the Executive of employment based solely on and following the occurrence without the Executive's express consent of any of the 1 following: (i) a significant diminution by the Company of your role with the Company or a significant detrimental change in the nature and/or scope of your status with the Company or... (ii) a reduction in the Executive's base salary unless such reduction is as part of an across-the-board salary reduction generally imposed on executives of the Company and in the case of (i) or (ii), other than for Cause or Disability. A Constructive Termination shall not be deemed to have occurred unless the Executive complies with the provisions of this paragraph. The Executive shall give written notice to Company at least forty-five (45) days before the date when he anticipates terminating employment stating his intention to terminate his employment on account of a Constructive Termination. Such notice shall state in detail the particular act or acts or failure or failures to act which constitute the grounds on which the proposed Constructive Termination is based and such grounds must have occurred within six months of the date on of the Executive's notice to the Company alleging that such act or acts or failure or failures to act constitute constructive termination. The Company shall have 30 days after the date that such written notice has been given to the Company in which to cure such conduct and to avoid a constructive termination of the Executive pursuant to this Agreement. View More

Constructive Termination. Means your termination of your employment with the Company following the occurrence, without your written consent, of one or more of the following events: (i) a diminution in your duties or the assignment to you of duties which are materially inconsistent with your position or which significantly impair your ability to function in your then current position, provided that you provide notice of your objection in writing to such diminution or assignment and the Company fails to rescind the same... within two (2) weeks after receipt of your notice; (ii) a reduction in compensation or material reduction in benefits under this Agreement, which reduction is not cured within two (2) weeks following written notice thereof from you; (iii) the Company's requiring you to relocate your residence without your prior written consent from the San Francisco Bay Area, or from any other area to which you -2- 3 may voluntarily move with the Company's prior written consent during the Term; or (iv) the unconsented (by you) relocation of the principal place for the rendering of services hereunder to a location more than fifty (50) miles from the present location of the principal executive office of Company. None of the foregoing will constitute a Constructive Termination to the extent mutually agreed upon in writing by you and the Company in advance of the occurrence thereof. A Constructive Termination will be treated as an involuntary termination by the Company without Cause. View More

Constructive Termination. For purposes of this Agreement, a "Constructive Termination" is defined as: a significant diminution of Executive's responsibilities without Executive's consent.

Constructive Termination. By the Executive shall mean termination based on the occurrence without the Executive's express consent of any of the following: (i) a significant diminution by the Company of the Executive's role with the Company or a significant detrimental change in the nature and/or scope of the Executive's status with the Company, other than for Cause or Disability, or (ii) a reduction in the Executive's base salary, other than for Cause or Disability and other than as part of an across-the-board salary... reduction generally imposed on executives of the Company. The Executive shall further be required to comply with the provisions of Section 9(d)(i) of this Agreement with respect to a Constructive Termination. View More

Constructive Termination. Shall mean a termination of the Executive's employment at his initiative as provided in Section 10(d) below within one year following the occurrence, without the Executive's prior written consent, of one or more of the following events: (i) any failure to make timely and full payment of amounts required to be paid under this Agreement, or a reduction in the Executive's then current Base Salary or Target Bonus, or the termination or... material reduction of any employee benefit or perquisite enjoyed by him (other than as part of an across the board reduction in employee benefits applicable to all executive officers of the Company); (ii) the failure to elect or reelect or appoint the Executive to any of the positions described in Section 3 below or removal of him from any such position; (iii) except as provided below, a material reduction or material adverse change in the Executive's responsibilities, duties, authority, or any reduction in title, as provided herein, including, without limitation, the appointment subsequent to the Effective Date of any person to an executive position at the Company that is co-equal with or senior to that of the Executive or any transfer of material responsibilities of the Executive to a subsidiary which has substantially the same effect as such an appointment, or after the Effective Date, 2 the failure to continue the Executive as Chief Executive Officer of any company which becomes a successor of the Company by reason of a Change in Control, and as the senior executive officer of the ultimate parent company which is within the same controlled group of corporations, within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended, and which directly or indirectly controls the Company, or the assignment to the Executive of duties which are materially inconsistent with his duties or which materially impair the Executive's ability to function as the Chief Executive Officer of the Company; (iv) the relocation of the Company's principal office to a location more than 35 miles from Troy, Michigan; or (v) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company on or prior to a merger, consolidation, sale or similar transaction, as provided in Section 15 below. Notwithstanding the foregoing, in no event shall (A) the appointment by the Company of James Adamson as the Non-Executive Chairman of the Company (the "Chairman"), (B) the assignment of the Chairman's Duties (as defined in the next sentence) to the Chairman in connection with such appointment or (C) the effect of the foregoing on the Executive's duties or responsibilities constitute a Constructive Termination or an Included Constructive Termination (as defined in Section 6(c) below) for purposes of this Agreement. For purposes of this Agreement, the "Chairman's Duties" shall mean serving as Chairman of the Board, the Chairman's overall responsibility for managing and implementing the Company's restructuring initiatives, assisting the Executive in the areas of merchandising and marketing and acting as a liaison between the Executive and the Board; provided, however, that all other executive officers of the Company, except the Chief Restructuring Officer, shall continue to report to the Executive. View More

Constructive Termination. Has the meaning set forth in the Employment Agreement.

Constructive Termination. Has the meaning set forth in the Employment Agreement. If the Executive does not have an Employment Agreement, Constructive Termination shall mean the occurrence of any of the following events without Executive's express written consent: i) A substantial and adverse change in Executive's duties, control, authority, status or position with Company, or the assignment to Executive of any duties or responsibilities which are materially inconsistent with such... status or position, or a material reduction in the duties and responsibilities previously exercised by Executive, or a loss of title, loss of office, relocation, loss of significant authority, power or control, or any removal of him from or any failure to reappoint or reelect him to such positions, except in connection with the termination of his employment for Cause or Total Disability, or as a result of Executive's death; or ii) A required relocation by Company of Executive more than 25 miles distant from the office in which the Executive is currently employed. View More