Constructive Termination

Constructive Termination. Means (i) the termination of the Employee's employment for any reason other than death, Due Cause or Disability, (ii) a demotion of the Employee to a lesser position than the position held by the Employee immediately prior to the Change of Control or a material change in the Employee's responsibilities that are substantially similar to such a demotion; (iii) any decrease in the Employee's base salary or removal or diminishment of his right to participate in Medical Plans or Compensation Plans... in which any senior executive of the Company participates, in a manner consistent with the participation of such senior executives; or (iv) any requirement that the Employee move his permanent resident or spend substantial amounts of time outside the Houston, Texas and surrounding suburbs area. View More

Constructive Termination. Shall mean (i) the assignment to Employee of duties not commensurate with his status as Chief Executive Officer, or any material reduction of the Employee's duties, authority or responsibilities or any reduction, whether material or not, in Employee's title, relative to the Employee's duties, authority, responsibilities or title as in effect immediately prior to such reduction, except if agreed to in writing by the Employee; provided, however, that a reduction in duties, title, authority or... responsibilities solely by virtue of the consummation of a "Change of Control," (for example, if the Company becomes a division of the acquiring company in a Change of Control and Employee remains Chief Executive Officer of the division of and is not made Chief Executive Officer of the Acquirer and does not sit on the board of directors of the acquirer shall not by itself constitute a "Constructive Termination" unless, notwithstanding the title of divisional Chief Executive Officer, there is a material reduction of Employee's duties, authority or responsibilities with respect to the division, whether material or not, relative to Employees duties, authority and responsibilities as in effect prior to such reduction), (ii) any breach by the Company of the terms of this Agreement, (iii) any reduction in Employee's compensation, including, without limitation, a reduction in Base Salary or a reduction in the Annual Bonus formula, or (iv) the relocation of the Employee to a facility or a location more than fifty (50) miles from the Employee's then present location, without the Employee's written consent; provided, however, that such actions shall not constitute Constructive Termination if they are cured by the Company within thirty (30) days following delivery to the Company of a written explanation specifying the basis for the Employee's beliefs with respect to such Constructive Termination events. View More

Constructive Termination. Shall have the meaning set forth in any employment agreement, or if no such agreement exists, the meaning set forth in any other agreement providing for severance benefits (including a participation notice under the Company's Executive Severance Plan) entered into by the Participant and a member of the Company Group, as may be amended, modified or supplemented from time to time, or, if no such agreement exists at the time of a termination of employment or service, (i) a material reduction in... the Participant's total compensation opportunity (measured as base salary, target annual bonus opportunity, and target long-term cash incentive opportunity in the aggregate) other than in connection with an across-the-board reduction of compensation which does not exceed 10% of the Participant's base salary and that is applied to all senior executives of the Company; or (ii) a relocation of the Participant's principal place of employment by more than 50 miles; provided that any event described in clause (i) or (ii) above shall not constitute a Constructive Termination unless the Company fails to cure such event within 30 days after receipt from the Participant of written notice of the event which otherwise would constitute Constructive Termination; and provided, further, that "Constructive Termination" shall cease to exist for an event on the 60th day following the Participant's knowledge thereof, unless the Participant has given the Board written notice thereof prior to such date. View More

Constructive Termination. For the purposes of this letter agreement, "Constructive Termination" means the termination of your employment by you following (except as otherwise agreed by you): (i) material breach by the Company of any agreement between you and the Company; (ii) material reduction of your duties, position or responsibilities, taken as a whole, other than by virtue of the Company being acquired and made part of a larger entity; (iii) material reduction your base salary and/or bonus potential other than as... part of a similar reduction for substantially all employees or substantially all senior officers; or (iv) relocation of your business office to another location more than fifty (50) miles away and outside the greater San Francisco area, provided such relocation also materially increases your commuting distance, and provided that no relocation will constitute a Construction Termination if you are allowed to continue to provide services remotely (e.g., through telecommuting) at the time of the relocation. Notwithstanding anything else contained herein, in the event of the occurrence of a condition listed above you must provide notice to the Company within sixty (60) days of the occurrence of a condition listed above and allow the Company thirty (30) days after your delivery of notice to the Company in which to cure such condition. Additionally, in the event the Company fails to cure the condition within the cure period provided, you must terminate employment with the Company within ten (10) days of the end of the cure period. View More

Constructive Termination. Will have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the absence of a definition of such term in the applicable written agreement, such term means, with respect to a Participant, the Participant's resignation from Continuous Service for any of the following, except as otherwise agreed to in writing by the Participant: (i) a material reduction in Participant's job duties, position and responsibilities, taken as a... whole; (ii) the Company requires Participant to relocate to a facility or location more than thirty-five (35) miles from the location from the primary location at which Participant was working for the Company immediately before the required change of location; (iii) any reduction of Participant's base salary in effect immediately prior to such reduction (other than as part of an across-the-board, proportional reduction); or (iv) the Company materially breaches the terms of Participant's offer letter or employment agreement (as applicable). Notwithstanding anything else contained herein, in the event of the occurrence of a condition listed above, a Participant must provide notice to the Company within sixty (60) days of the occurrence of a condition listed above and allow the Company thirty (30) days after Participant's delivery of notice to the Company in which to cure such condition. Additionally, in the event the Company fails to cure the condition within the cure period provided, Participant must terminate employment with the Company within ten (10) days of the end of the cure period. View More

Constructive Termination. Shall occur if, within twelve (12) months after the effective date of a Change of Control and without the consent of Employee, a successor or assign, as described in Section 3(h) hereof ("Successor") assigns Employee status, title, position, duties, geographic location, compensation, or responsibilities (including reporting responsibilities) that are materially different from Employee's status, title, position, duties, geographic location, compensation, or responsibilities (including reporting... responsibilities) immediately prior to the time of the Change of Control or which constitute a diminishment in Employee's status, title, position, duties, compensation or responsibilities from those in effect prior to the effective date of a Change in Control. View More

Constructive Termination. Means either (i) a substantial, nonconsensual adverse change in the Optionee's employment duties or title, or (ii) the moving of the Company's executive headquarters more than 50 miles from its present location without the Optionee's consent.

Constructive Termination. Executive's voluntary termination of employment after one of the following events occurs without Executive's express written consent after a Change of Control: (I) a substantial reduction in Executive's duties or responsibilities (and not simply a change in title or reporting relationships) in effect immediately prior to the effective date of the Change of Control; provided, however, that it shall not be a "Constructive Termination" if the Company is retained as a separate... legal entity or business unit following the 2. effective date of the Change of Control and Executive holds the same position in such legal entity or business unit as Executive held before the effective date of the Change of Control; (II) a five percent (5%) or greater reduction by the Company in Executive's Base Salary; (III) a relocation of Executive's business office to a location more than fifty (50) miles from Executive's business office on the date hereof, except for required travel by Executive on the Company's business to an extent substantially consistent with Executive's business travel obligations prior to the date hereof; (IV) a material breach by the Company of any provision of this Agreement or of any other material agreement between Executive and the Company concerning the terms and conditions of Executive's employment; or (V) any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company. View More

Constructive Termination. Shall mean a resignation by the Employee within 90 days after the occurrence of any of the following: (i) without the Employee's express written consent, a material reduction of the Employee's duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to the Change of Control, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with substantially comparable duties,... position and responsibilities; (ii) without the Employee's express written consent, a material reduction of the facilities and perquisites (including without limitation office space, location and administrative support) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's base salary or bonus opportunity as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is materially reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than fifty (50) miles from his or her current location; or (vi) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 6 below. View More

Constructive Termination. The Executive's termination of his employment with the Company and its subsidiaries at any time during the 90 day period beginning on: (i) the termination of this Agreement at the end of the term then in effect; (ii) the involuntary relocation of Executive to any office or location more than fifty (50) miles from the office or location at which Executive is then located; (iii) a material reduction in Executive's total... compensation and benefits package; or 1 (iv) 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); provided, however, that, notwithstanding any other provision hereof, no event or circumstance described in clause (iii) or (iv) above shall rise to a "Constructive Termination" for purposes of this Agreement unless Executive shall have given notice to the Company of Executive's determination of the occurrence of an event specified in clause (iii) or (iv) above and such event shall be continuing as of the end of 45 days after the giving of such notice. View More