Constructive Termination

Constructive Termination. Shall mean: (i) the occurrence of any of the following without Employee's prior written consent, provided that Employee first gives the Company written notice of such occurrence and allows the Company at least thirty (30) days to cure such occurrence, and if not so cured, Employee then notifies the Company that he is terminating his employment hereunder following such failure to cure: (1) a significant change or reduction in Employee's duties, positions or responsibilities causing such position... to be of a stature that is materially inconsistent with duties, positions, and responsibilities customarily exercised by comparable level executives at similar companies; (2) the failure to elect or re-elect Employee to the positions of President, Chief Executive Officer and member of the Board or the removal of Employee from any such position, (3) a change in reporting structure so that Employee reports to someone other than the Board, (4) a reduction in Employee's Base Salary, Target Bonus or other benefits other than a reduction implemented for economic reasons applicable to all management level employees, (5) relocation of the Company's headquarters office, or Employee's own principal office, to a location more than 30 miles from the Company's location or Employee's location, as the case may be, immediately prior to such relocation, (6) any purported termination of Employee's employment by the Company that is not effected in accordance with this Agreement, (7) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by a successor to all or substantially all of the assets of the Company within 15 days after a merger, consolidation, sale or similar transaction, (8) a breach by the Company of any material provision of this Agreement, or (ii) the occurrence of a Change of Control (without regard to whether Employee consented to such Change of Control or whether a successor assumes this Agreement pursuant to subclause (7) hereunder), provided that Employee notifies the Company that he is terminating his employment for Constructive Termination. 8 View More

Constructive Termination. Means Executive's voluntary termination, upon thirty (30) days' prior written notice to the Company, following: (A) Executive being designated to a divisional as opposed to corporate role with the Company or Operating Company; (B) a material reduction or change in job duties, responsibilities and requirements, including, without limitation, any material increase in travel responsibilities, inconsistent with Executive's position with Company and Executive's duties, responsibilities... and requirements; (C) any reduction of Executive's base compensation or inactive pay (bonus); or (D) Executive's refusal to relocate to a facility or location more than fifty (50) miles from Company's current headquarters. View More

Constructive Termination. Shall be deemed to have occurred upon Employee's voluntary termination of his employment with the Company within ninety (90) days following: (i) a material modification of the role of Employee which results in the substantial diminution of the duties, functions and responsibilities of the Employee without his written consent; (ii) the relocation of the office of the Employee outside the Atlanta, Georgia metropolitan area or the State of Indiana without the Employee's prior written consent;... (iii) a Change of Control in the Company; or (iv) a material breach by the Company of the provisions of Section 4 of this Agreement which is not cured by the Company within twenty (20) days following written notice thereof. View More

Constructive Termination. Shall mean a material reduction in Executive's overall responsibilities, duties or Base Salary or benefits as in effect immediately prior to such reduction, and Executive's decision to terminate his employment with the Company no more than sixty (60) days following such change (provided, however, that such sixty (60) day period shall apply with respect to each successive change if there shall be more than one such change) and after at least fifteen (15) days written notice to the Company of... Executive's intent to terminate. Notwithstanding the foregoing, insofar as Executive reports to either the Chief Executive Officer or the Chief Operating Officer of an acquiror of the Company subsequent to a Change in Control, such Change in Control shall not constitute a Constructive Termination under this Section 6.C. View More

Constructive Termination. A "Constructive Termination" shall be deemed to occur if (i) without the consent of Executive, (A) there is a significant reduction in Executive's duties, authorities and responsibilities or (B) Executive is required to relocate his place of employment, other than a relocation within fifty (50) miles of Executive's current business location, or (C) there is a reduction of more than 10% of Executive's Base Salary or target bonus percentage and (ii) within the thirty (30) day period immediately... following any such change or reduction, Executive elects to terminate his employment voluntarily. View More

Constructive Termination. For purposes of this Agreement, ------------------------ "Constructive Termination" is defined as a resignation of Executive's employment within ninety (90) days of the occurrence of any of the following events: (i) without Executive's written consent, a significant reduction of Executive's duties or responsibilities relative to Executive's duties or responsibilities in effect immediately prior to such reduction or (ii) without Executive's written consent, a reduction of greater... than five percent (5%) by the Company of Executive's Base Salary as in effect immediately prior to such reduction. View More

Constructive Termination. Means termination by Executive of this Agreement and employment with the Employer (except in connection with Executive's death, Total Disability or in anticipation by Executive of a Termination with Cause) as a result of (i) assignment to Executive by Employer of duties that are materially inconsistent with Executive's position, duties or responsibilities as ... described on Exhibit A, (ii) any reduction in Base Salary below the level described in Section 3(b), participation in the annual incentive program with the potential to earn an annual cash bonus based on a percentage of Base Salary which is a smaller percentage than provided to similarly situated Executives, participation in the Omnibus Plan in an award 17 range less than that of similarly situated Executives, or a reduction in the SERP contribution as defined in Exhibit B, Section 3(e), (iii) a material failure by Employer to fulfill its obligations under this Agreement which is not cured within ten (10) business days after receipt by Employer of such written notice from Executive specifying the nature of the material failure. View More

Constructive Termination. Will be deemed to occur if Officer voluntarily resigns within 30 days following (i) a material reduction in Officer's job responsibilities, it being understood that a mere change in title alone shall not constitute a material reduction in job responsibilities, (ii) without Officer's prior written approval, the Company requires Officer 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 Officer's job responsibilities does not constitute Constructive Termination, or (iii) a reduction in Officer's then-current base salary, except that an across-the-board reduction in the salary level of all of the Company's executive officers in the same percentage amount as part of a general salary level reduction shall not constitute Constructive Termination. View More

Constructive Termination. Shall occur when the Executive voluntarily terminates his employment with the Company or retires after the occurrence of one or more of the following events on or after the Change in Control: (i) a reduction in Base Salary from the amount of Base Salary on the day immediately preceding the Change in Control; (ii) the elimination of or reduction of any benefit... under any bonus, incentive or other employee benefit plan in effect on the day immediately preceding the Change in Control, without an economically equivalent replacement, if Executive was a participant or member of such plan on the day immediately preceding the Change in Control; (iii) the discontinuation of or any reduction in Executive's participation or membership in any bonus, incentive or other benefit plan in which Executive was a participant or member on the day immediately preceding the Change in Control, without an economically equivalent replacement; (iv) the reassignment of Executive without Executive's consent from Executive's regular shift or regular duties as they existed on the day immediately preceding the Change in Control; (v) the reassignment of Executive without Executive's consent to a location more than thirty (30) miles from Executive's regular workplace on the day immediately preceding the Change in Control; (vi) the reduction in Executive's job title or level in effect on the day immediately preceding the Change in Control; (vii) the provision of significantly less favorable working conditions than those provided on the day immediately preceding the Change in Control; or (viii) a significant diminution in duties or responsibilities or the reassignment of Executive to duties which represent a position of lesser responsibility than Executive's duties as they existed on the day immediately preceding the Change in Control. View More

Constructive Termination. The occurrence of any of the following events, conditions or actions taken by the Company without Cause and without Executive's consent: (i) a change in Executive's material responsibilities which represents an adverse change from Executive's responsibilities (ii) a reduction in Executive's annual cash compensation (including base salary and guaranteed and discretionary bonus level(s); (iii) the Company's requiring Executive to relocate to any place outside a fifty... (50) mile radius of Executive's current work site, except for reasonably required travel on the business of the Company or its Affiliates which is not materially greater than Executive's then existing travel requirements; (iv) the failure by the Company to (A) continue in effect (without reduction in benefit level and/or reward opportunities) any material compensation or employee benefit plan in which Executive was participating, unless such plan is replaced with a plan that provides substantially equivalent compensation or benefits to Executive (it being understood that changes to any such plans necessitated by the need to conform Executive's and the Company's other employees', as a whole, compensation and benefits packages to those of the surviving corporation and/or acquiror (as applicable) shall not alone constitute Constructive Termination unless such changes result in a substantial reduction in Executive's annual cash compensation as described in subsection (ii) above), or (B) provide Executive with compensation and benefits, in the aggregate, at least substantially similar (in terms of benefit levels and/or reward opportunities) to those provided for under each other employee benefit plan, program and practice in which Executive was participating; (v) the Executive's death or Disability; or (vi) the failure of the Company to obtain an agreement, satisfactory to Executive, from any successors and assigns to assume and agree to perform the obligations created under this Agreement. View More