Constructive Termination

Constructive Termination. Shall mean Executive's voluntary Termination of Service within ninety (90) days following the occurrence of one or more Page 12 of Employment Agreement 16 Pages Peoples BancTrust - Peoples Bank - Giardina of the following events, except if such event is approved in writing by Executive prior to its occurrence: (i) material breach of this Agreement by the Company that is not remedied within thirty (30) business days after receiving written notification by Executive of... such failure; or (ii) a material reduction in Executive's title or responsibilities unless replaced with a new title or new responsibilities of comparable stature or value to the Company within thirty (30) business days; (iii) a reduction in the Executive's base salary; (iv) any failure to pay the Executive any compensation or benefits to which he is entitled within five (5) days of the date due that is not remedied within thirty (30) business days after receiving written notification by Executive of such failure; (v) the requirement by the Company that the Executive be based at any place outside a 90-mile radius from the executive offices occupied by the Executive, except for reasonably required travel on the Company's business, without the Executive's consent; (vi) the failure by the Company to continue in effect (without reduction in benefit level and/or reward opportunities) any material compensation or employee benefit plan or program in which the Executive was participating at the Commencement Date unless such plan or program is replaced with a plan or program that provides (i) substantially equivalent compensation or benefits to the Executive or (ii) compensation or benefits to the Executive that are comparable to a class of employees that includes senior executives of the Company; or (vii) the insolvency or the filing (by any party, including the Company) of a petition for bankruptcy of the Company, which petition is not dismissed within six (60) days. View More

Constructive Termination. Shall mean without the Executive's consent (i) a material reduction of the Executive's duties, or responsibilities relative to the Executive's duties, or responsibilities in effect immediately prior to such reduction, or the removal of the Executive from such duties and responsibilities; (ii) a change in Executive's position, including if, following a Change in Control, Executive is not offered a similar (as to title and position) or superior position at the acquiring entity or combined entity;... (iii) any reduction by the Company in the Base Salary or Quarterly Bonus, on an annualized basis, of the Executive as in effect immediately prior to such reduction unless such reduction is part of a reduction of the Base Salary or Quarterly Bonus, on an annualized basis, of all of the senior executives of the Company and such reduction is authorized and approved by the Board; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Executive is entitled immediately prior to such reduction with the resu lt that the Executive's overall benefits package is significantly reduced; (v) the relocation of the Executive to a facility or a location 25 miles or more from his present location; or (vi) a material breach of this Agreement; provided, however in all of (i) through (vi) above that the Company has received a written demand for performance from Executive specifying the breach and Company's failure to cure such breach (where such breach is curable) within thirty (30) days of the date of such notice. View More

Constructive Termination. Employee's resignation for any of the following reasons: (i) a material reduction, without Employee's consent, in Employee's base salary -2- (other than in connection with a general reduction of base salaries applicable to all employees in similar positions); (ii) a material reduction, without Employee's consent, in the kind or level of employee benefits to which Employee was entitled immediately prior to such reduction with the result that Employee's overall benefits package is... significantly reduced (other than in connection with a general reduction of benefits applicable to all employees in similar positions); or (iii) a relocation of Employee's designated place of employment to a location outside the greater San Francisco Bay area; in each case provided that Employee notifies the Company in writing within 90 days of the initial existence of such condition and the Company fails to cure the condition within 30 days following such notice. View More

Constructive Termination. For the purposes of this Agreement, "Constructive Termination" will mean Executive's resignation from his employment with the Company within thirty (30) days following: (i) a material reduction or change in his title, job duties, authority, responsibilities or job requirements inconsistent with his position with the Company; (ii) any material reduction of his base compensation; (iii) any elimination of a material benefit provided to him pursuant to his employment with the Company; (iv) the... Company's failure to cure any material breach by it of the terms of this Agreement within a reasonable time following written notice from him to the Company's Board of Directors, in each case under (i) through (iv) above, other than with Executive's written consent. View More

Constructive Termination. Participant's resignation within sixty (60) days of one or more of the following events which remains uncured thirty (30) days after Participant's delivery of written notice thereof: (i) the delegation to Participant of duties or the reduction of Participant's duties, either of which substantially reduces the nature, responsibility, or character of Participant's position immediately prior to such delegation or reduction; (ii) a material reduction by the Company in Participant's base salary in... effect immediately prior to such reduction; (iii) a material reduction by the Company in the kind or level of employee benefits or fringe benefits to which Participant was entitled prior to such reduction; or the taking of any action by the Company that would adversely affect Participant's participation in any plan, program or policy generally applicable to employees of equivalent seniority; and (iv) the Company's requiring Participant to relocate Participant's office to a place more than forty (40) miles from the Company's present headquarters location (except that required travel on the Company's business to an extent substantially consistent with Participant's present business travel obligations shall not be considered a relocation). View More

Constructive Termination. For purposes of this Agreement, "Constructive Termination" shall be deemed to occur if, following a Change in Control (as defined below), (A)(1) there is a material adverse change in Employee's position causing such position to be of materially reduced responsibility; (2) there is a reduction of Employee's compensation in excess of 20% when calculated against the sum of Employee's base salary, unless in connection with similar decreases of all similarly-situated employees of the Company, or (3)... Employee refuses to relocate to a facility or location more than 50 miles from the Employee's then-current primary work location; and (B) within the 30-day period immediately following such material change, reduction or refusal Employee elects to terminate his employment voluntarily. View More

Constructive Termination. Shall mean (i) the relocation of the Employee to a facility or location outside the San Francisco Bay Area; (ii) a reduction of the Employee's salary or target bonus, as applicable, as in effect immediately prior to such reduction; (iii) the assignment to the Employee of any position other than that of a vice president or general manager of an organization of the surviving entity, provided that it is not Constructive Termination if such a vice president or general manager position is not an... officer of the surviving entity or if the responsibilities are different from the ones the Employee had prior to the Change of Control; or (iv) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 5 below. View More

Constructive Termination. A separation from service with the Company during the Term due to Employee's resignation within a period of two years after the occurrence of one of the following without Employee's consent: (i) a material diminution in Employee's base salary or target annual bonus, (ii) a material diminution in Employee's authority, duties or responsibilities from those in which Employee was engaged as Executive Vice President and Chief Financial Officer of the Company on the Effective Date, (iii) a material... change in the primary geographic location at which Employee provides services to the Company, or (iv) any material breach by the Company of this Agreement; provided, however that any such event shall constitute Constructive Termination only if (i) Employee provides initial notice of the Constructive Termination event to the Company within 90 days after the date of the event giving rise to Constructive Termination and (ii) the Company fails to cure the event giving rise to Constructive Termination within 30 days after its receipt of Employee's initial notice of such event. View More

Constructive Termination. Means either (i) a substantial, nonconsensual adverse change in the Optionee's employment duties (which will, however, not include the relinquishment of the Optionee's status as Chief Executive Officer if he remains the Chairman of 5 the Board of the Company), 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. Means that a Participant voluntarily terminates employment within twelve (12) months following a Change in Control after any of the following are undertaken without the Participant's express written consent: (i) the assignment to the Participant'of any duties or responsibilities which results in a significant diminution in the Participant's function as in effect immediately prior to the effective date of the Change in Control; provided, however, that a mere change in the Participant's title... or reporting relationships shall not constitute a Constructive Termination; (ii) a five percent (5%) or greater reduction by the Company in a Participant's annual base salary, as in effect on the effective date of the Change in Control; (iii) any failure by the Company to continue in effect any benefit plan or program, including fringe benefits, incentive plans and plans with respect to the receipt of 3. securities of the Company, in which a Participant is participating immediately prior to the effective date of the Change in Control (hereinafter referred to as "Benefit Plans"); or the taking of any action by the Company that would adversely affect a Participant's participation in or reduce the Participant's benefits under the Benefit Plans; provided, however, that a "Constructive Termination" shall not exist under this paragraph following a Change in Control if the Company offers a range of benefit plans and programs which, taken as a whole, are comparable to the Benefit Plans; (iv) a relocation of a Participant's business office to a location more than thirty-five (35) miles from the location at which the Participant performs duties as of the effective date of the Change in Control, except for required travel by the Participant on the Company's business to an extent substantially consistent with the Participant's business travel obligations prior to the Change in Control; or (v) a material breach by the Company of any provision of the Participant's Option Agreement. View More