Constructively Terminated

Constructively Terminated. The Executive shall be deemed to be "Constructively Terminated" if during the Change of Control Period, (i) the Executive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities are not at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the one hundred twenty (120) day period immediately preceding the Change of Control, (ii) the Executive's annual base salary... and bonus compensation is reduced by more than five percent (5%), unless such reduction is part of a uniformly applied program of reductions reasonably adopted by the Board due to the Company's then business condition, (iii) the Executive's services are required to be performed at a location greater than thirty five (35) miles from the location where the Executive was employed immediately preceding the Effective Date or (iv) the Executive is required to engage in a substantially increased amount of travel on Company business. 1 View More

Constructively Terminated. Participant terminates the employment or consultantcy of Participant with the surviving company in a Change of Control as a result of the surviving company in a combination transaction (i) materially changing the type of services Participant is required to provide to the surviving company from those Participant had been providing to the Company prior to such combination transaction, (ii) reducing Participant's level of base compensation (including base salary and benefits) other than as a part... of a comparable reduction applicable to other similarly-situated employees generally or (iii) requiring Participant to relocate more than seventy-five (75) miles in order to continue to provide services to the surviving company in a combination transaction View More