Involuntary Termination. Shall mean (i) without the Employee's express written consent, a significant reduction of the Employee's duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) without the Employee's express written consent, a substantial reduction,
... without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's base salary or target bonus 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 significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) miles from his current location; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 6 below.
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Involuntary Termination.
Shall mean shall mean: (i) without
the Employee's Executive's express written consent, a
significant material reduction
in Executive's title, authority, duties or responsibilities or a material reduction in the title, authority, duties, or responsibilities of the
Employee's duties, position or responsibilities relative supervisor to
whom the
Employee's duties, position or responsibilities in effect immediately prior service provider is required to
such reduction, or the removal of the Employee... from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; report (ii) without the Employee's Executive's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's Executive's base salary or target bonus as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level compensation of employee benefits to which the Employee is entitled immediately prior to more than ten percent (10%), unless such reduction with in base compensation is part of a general reduction in compensation applicable to senior executives of the result that the Employee's overall benefits package is significantly reduced; (v) Company; (iii) without the Employee's Executive's express written consent, the relocation of the Employee Executive's principal place of employment to a facility or a location more than thirty-five (35) fifty (50) miles from his its then current location; (vi) (iv) any purported termination of the Employee Executive by the Company which is not effected for Cause Cause; or for which the grounds relied upon are not valid; or (vii) (v) the failure of the Company to obtain the assumption of this Agreement or any other agreement between the Company and Executive by any successors contemplated in Section 6 7 below. A termination shall not be considered an "Involuntary Termination" unless Executive provides notice to the Company of the existence of the condition described in subsections (i), (ii), (iii) or (v) above within ninety (90) days of the initial existence of such condition, the Company fails to remedy the condition within thirty (30) days following the receipt of such notice, and Executive terminates employment within one-hundred eighty (180) days following the initial existence of such condition. A termination due to death or disability shall not be considered an Involuntary Termination.
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Involuntary Termination.
Shall shall mean (i) without the Employee's express written consent,
a the significant reduction of the Employee's duties,
position authority or
responsibilities responsibilities, relative to the Employee's duties,
position authority or responsibilities
as in effect immediately prior to such reduction, or the
removal assignment to Employee of such reduced duties, authority or responsibilities, except to the extent provided in the last paragraph of Section 5(a); provided, however, that so long... as Employee remains the Vice President, General Counsel and Secretary of the Employee from Companies (or, to the extent provided in the last paragraph of Section 5(a), either Company), or, following a Change of Control of either or both of the Companies, whatever entity or entities substantially contains the Companies' business, in either case with the duties, authority and responsibilities that are commensurate with such position, duties then Employee shall have no grounds for an Involuntary Termination pursuant to this Section 9(f)(i) or 9(f)(viii); provided, further, that if Employee reports to someone other than the CEOs of the Companies, that shall not in and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; of itself constitute grounds for an Involuntary Termination pursuant to this Section 9(f)(i) or 9(f)(viii); (ii) without the Employee's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by in the Company of the Employee's base salary or target bonus Target Bonus of the Employee 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 was entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) fifty miles from his current location; the Employee's then present location, without the Employee's express written consent; (vi) any purported termination of the Employee by either of the Company which Companies that is not effected for Cause Disability or for Cause, or, during the Change of Control Period only, any purported termination for which the grounds relied upon are not valid; or (vii) the failure of either of the Company Companies to obtain the assumption of this Agreement by any successors contemplated in Section 6 below. 10(a) below; or (viii) during the Change of Control Period only, any act or set of facts or circumstances that would, under North Carolina case law or statute constitute a constructive termination of the Employee. However, with respect to any non-Change of Control Severance Termination, an Involuntary Termination shall not be deemed to have occurred unless Employee provides written notice to the Companies describing the nature of the event that he believes forms the basis for Involuntary Termination and the Companies do not cure such event within ten (10) days following receipt of such notice.
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Involuntary Termination.
Shall shall mean
(i) without the
Employee's Executive's express written
consent, consent any of the following, (i) a significant reduction of the
Employee's Executive's duties, position or responsibilities relative to the
Employee's Executive's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the
Employee Executive from such position, duties and
responsibilities, unless the Employee is provided with comparable duties, position and...without the Employee's express written consent, a substantial reduction, without good business reasons, reduction of the facilities and perquisites (including (including, but not limited to, office space and location) available to the Employee Executive immediately prior to such reduction; reduction, excluding similar reductions applicable to the entire executive staff; (iii) a reduction by the Company of the Employee's Executive's base salary or target bonus 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 Executive is entitled immediately prior to such reduction with the result that the Employee's Executive's overall benefits package is significantly reduced; (v) without the Employee's express Executive's written consent, the relocation of the Employee Executive to a facility or a location more than thirty-five (35) twenty-five (25) miles from his the Company's then current location; (vi) a material breach by the Company of this Agreement or any purported other material agreement of the Company that is not corrected within fifteen (15) days after written notice from the Executive; (vii) any termination of the Employee Executive by the Company which is not effected for Cause or any purported termination of the Executive by the Company which is effected for Cause but for which the grounds relied upon are not valid; or (vii) (viii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 6 7 below.
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Involuntary Termination.
Shall mean shall mean: (i) without
the Employee's Executive's express written consent, a
significant reduction of the Employee's duties, position material diminution in Executive's authorities, duties or responsibilities relative to
the Employee's duties, position Executive's authority, duties or responsibilities in effect immediately prior to
such reduction, the Change of Control (provided that for this purpose, Executive's authority, duties and responsibilities will not be deemed to be... materially diminished if following a Change of Control Executive retains the same authority, duties and responsibilities with respect to the Company business or the removal business with which such business is operationally merged or subsumed (as, for example, where Executive remains the Chief Executive Officer of the Employee from such position, duties and responsibilities, unless Company as the Employee surviving entity following a Change of Control, but is provided with comparable duties, position and responsibilities; not made the Chief Executive Officer of the acquirer); (ii) without the Employee's Executive's express written consent, a substantial reduction, without good business reasons, reduction of the facilities and perquisites (including office space and location) available to the Employee more than 10% of Executive's total targeted cash compensation assuming target achievement immediately prior to such reduction; (iii) the Change of Control, except that neither a reduction by the Company proportionate to reductions imposed on all other members of the Employee's base salary or target bonus Company's executive management as in effect immediately prior part of a cost reduction effort nor a reduction of Executive's total targeted cash compensation due to such reduction; (iv) a material reduction by the Company in the kind or level change of employee benefits to which the Employee is entitled immediately prior to such reduction with the duties as a result that the Employee's overall benefits package is significantly reduced; (v) of disability will constitute an Involuntary Termination; (iii) without the Employee's Executive's express written consent, the relocation of the Employee Executive's principal place of employment to a facility or a location more than thirty-five (35) miles from his current location; (vi) its location immediately prior to the Change of Control; (iv) any purported termination of the Employee Executive by the Company which is not effected for Cause Cause; or for which the grounds relied upon are not valid; or (vii) (v) the failure of the Company to obtain the assumption of this Agreement or any other agreement between the Company and Executive by any successors contemplated in Section 6 8 below. A termination shall not be considered an "Involuntary Termination" unless Executive provides written notice to the Company of the condition described in subsections (i), (ii), (iii) or (v) above within ninety (90) days after the initial existence of such condition, the Company fails to remedy the condition within thirty (30) days following the receipt of such notice, and Executive terminates employment within the ninety (90) day period beginning with the delivery of the notice. A termination due to death or disability shall not be considered an Involuntary Termination.
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Involuntary Termination.
Shall mean shall mean: (i) without
the Employee's Executive's express written consent, a
significant reduction of the Employee's duties, position material diminution in Executive's authorities, duties or responsibilities relative to
the Employee's duties, position Executive's authority, duties or responsibilities in effect immediately prior to
such reduction, the Change of Control (provided that for this purpose, Executive's authority, duties and responsibilities will not be deemed to be... materially diminished if following a Change of Control Executive retains the same authority, duties and responsibilities with respect to the Company business or the removal business with which such business is operationally merged or subsumed (as, for example, where Executive remains the Executive Chairman of the Employee from such position, duties and responsibilities, unless Company as the Employee surviving entity following a Change of Control, but is provided with comparable duties, position and responsibilities; not made the Executive Chairman of the acquirer); (ii) without the Employee's Executive's express written consent, a substantial reduction, without good business reasons, reduction of the facilities and perquisites (including office space and location) available to the Employee more than 10% of Executive's total targeted cash compensation assuming target achievement immediately prior to such reduction; (iii) the Change of Control, except that neither a reduction by the Company proportionate to reductions imposed on all other members of the Employee's base salary or target bonus Company's executive management as in effect immediately prior part of a cost reduction effort nor a reduction of Executive's total targeted cash compensation due to such reduction; (iv) a material reduction by the Company in the kind or level change of employee benefits to which the Employee is entitled immediately prior to such reduction with the duties as a result that the Employee's overall benefits package is significantly reduced; (v) of disability will constitute an Involuntary Termination; (iii) without the Employee's Executive's express written consent, the relocation of the Employee Executive's principal place of employment to a facility or a location more than thirty-five (35) miles from his current location; (vi) its location immediately prior to the Change of Control; (iv) any purported termination of the Employee Executive by the Company which is not effected for Cause Cause; or for which the grounds relied upon are not valid; or (vii) (v) the failure of the Company to obtain the assumption of this Agreement or any other agreement between the Company and Executive by any successors contemplated in Section 6 8 below. A termination shall not be considered an "Involuntary Termination" unless Executive provides written notice to the Company of the condition described in subsections (i), (ii), (iii) or (v) above within ninety (90) days after the initial existence of such condition, the Company fails to remedy the condition within thirty (30) days following the receipt of such notice, and Executive terminates employment within the ninety (90) day period beginning with the delivery of the notice. A termination due to death or disability shall not be considered an Involuntary Termination.
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Involuntary Termination.
Shall mean shall mean: (i) without
the Employee's Executive's express written consent, a
significant reduction of the Employee's duties, position material diminution in Executive's authorities, duties or responsibilities relative to
the Employee's duties, position Executive's authority, duties or responsibilities in effect immediately prior to
such reduction, the Change of Control (provided that for this purpose, Executive's authority, duties and responsibilities will not be deemed to be... materially diminished if following a Change of Control Executive retains the same authority, duties and responsibilities with respect to the Company business or the removal business with which such business is operationally merged or subsumed (as, for example, where Executive remains the Chief Financial Officer of the Employee from such position, duties and responsibilities, unless Company as the Employee surviving entity following a Change of Control, but is provided with comparable duties, position and responsibilities; not made the Chief Financial Officer of the acquirer); (ii) without the Employee's Executive's express written consent, a substantial reduction, without good business reasons, reduction of the facilities and perquisites (including office space and location) available to the Employee more than 10% of Executive's total targeted cash compensation assuming target achievement immediately prior to such reduction; (iii) the Change of Control, except that neither a reduction by the Company proportionate to reductions imposed on all other members of the Employee's base salary or target bonus Company's executive management as in effect immediately prior part of a cost reduction effort nor a reduction of Executive's total targeted cash compensation due to such reduction; (iv) a material reduction by the Company in the kind or level change of employee benefits to which the Employee is entitled immediately prior to such reduction with the duties as a result that the Employee's overall benefits package is significantly reduced; (v) of disability will constitute an Involuntary Termination; (iii) without the Employee's Executive's express written consent, the relocation of the Employee Executive's principal place of employment to a facility or a location more than thirty-five (35) miles from his current location; (vi) its location immediately prior to the Change of Control; (iv) any purported termination of the Employee Executive by the Company which is not effected for Cause Cause; or for which the grounds relied upon are not valid; or (vii) (v) the failure of the Company to obtain the assumption of this Agreement or any other agreement between the Company and Executive by any successors contemplated in Section 6 8 below. A termination shall not be considered an "Involuntary Termination" unless Executive provides written notice to the Company of the condition described in subsections (i), (ii), (iii) or (v) above within ninety (90) days after the initial existence of such condition, the Company fails to remedy the condition within thirty (30) days following the receipt of such notice, and Executive terminates employment within the ninety (90) day period beginning with the delivery of the notice. A termination due to death or disability shall not be considered an Involuntary Termination.
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Involuntary Termination.
Shall mean shall mean: (i) without
the Employee's Executive's express written consent, a
significant reduction of the Employee's duties, position material diminution in Executive's authorities, duties or responsibilities relative to
the Employee's duties, position Executive's authority, duties or responsibilities in effect immediately prior to
such reduction, the Change of Control (provided that for this purpose, Executive's authority, duties and responsibilities will not be deemed to be... materially diminished if following a Change of Control Executive retains the same authority, duties and responsibilities with respect to the Company business or the removal business with which such business is operationally merged or subsumed (as, for example, where Executive remains the Chief Operating Officer of the Employee from such position, duties and responsibilities, unless Company as the Employee surviving entity following a Change of Control, but is provided with comparable duties, position and responsibilities; not made the Chief Operating Officer of the acquirer); (ii) without the Employee's Executive's express written consent, a substantial reduction, without good business reasons, reduction of the facilities and perquisites (including office space and location) available to the Employee more than 10% of Executive's total targeted cash compensation assuming target achievement immediately prior to such reduction; (iii) the Change of Control, except that neither a reduction by the Company proportionate to reductions imposed on all other members of the Employee's base salary or target bonus Company's executive management as in effect immediately prior part of a cost reduction effort nor a reduction of Executive's total targeted cash compensation due to such reduction; (iv) a material reduction by the Company in the kind or level change of employee benefits to which the Employee is entitled immediately prior to such reduction with the duties as a result that the Employee's overall benefits package is significantly reduced; (v) of disability will constitute an Involuntary Termination; (iii) without the Employee's Executive's express written consent, the relocation of the Employee Executive's principal place of employment to a facility or a location more than thirty-five (35) miles from his current location; (vi) its location immediately prior to the Change of Control; (iv) any purported termination of the Employee Executive by the Company which is not effected for Cause Cause; or for which the grounds relied upon are not valid; or (vii) (v) the failure of the Company to obtain the assumption of this Agreement or any other agreement between the Company and Executive by any successors contemplated in Section 6 8 below. A termination shall not be considered an "Involuntary Termination" unless Executive provides written notice to the Company of the condition described in subsections (i), (ii), (iii) or (v) above within ninety (90) days after the initial existence of such condition, the Company fails to remedy the condition within thirty (30) days following the receipt of such notice, and Executive terminates employment within the ninety (90) day period beginning with the delivery of the notice. A termination due to death or disability shall not be considered an Involuntary Termination.
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Involuntary Termination.
Shall mean shall mean: (i) without
the Employee's Executive's express written consent, a
significant reduction of the Employee's duties, position material diminution in Executive's authorities, duties or responsibilities relative to
the Employee's duties, position Executive's authority, duties or responsibilities in effect immediately prior to
such reduction, the Change of Control (provided that for this purpose, Executive's authority, duties and responsibilities will not be deemed to be... materially diminished if following a Change of Control Executive retains the same authority, duties and responsibilities with respect to the Company business or the removal business with which such business is operationally merged or subsumed (as, for example, where Executive remains the Vice President of Human Resources of the Employee from such position, duties and responsibilities, unless Company as the Employee surviving entity following a Change of Control, but is provided with comparable duties, position and responsibilities; not made the Vice President of Human Resources of the acquirer); (ii) without the Employee's Executive's express written consent, a substantial reduction, without good business reasons, reduction of the facilities and perquisites (including office space and location) available to the Employee more than 10% of Executive's total targeted cash compensation assuming target achievement immediately prior to such reduction; (iii) the Change of Control, except that neither a reduction by the Company proportionate to reductions imposed on all other members of the Employee's base salary or target bonus Company's executive management as in effect immediately prior part of a cost reduction effort nor a reduction of Executive's total targeted cash compensation due to such reduction; (iv) a material reduction by the Company in the kind or level change of employee benefits to which the Employee is entitled immediately prior to such reduction with the duties as a result that the Employee's overall benefits package is significantly reduced; (v) of disability will constitute an Involuntary Termination; (iii) without the Employee's Executive's express written consent, the relocation of the Employee Executive's principal place of employment to a facility or a location more than thirty-five (35) miles from his current location; (vi) its location immediately prior to the Change of Control; (iv) any purported termination of the Employee Executive by the Company which is not effected for Cause Cause; or for which the grounds relied upon are not valid; or (vii) (v) the failure of the Company to obtain the assumption of this Agreement or any other agreement between the Company and Executive by any successors contemplated in Section 6 8 below. A termination shall not be considered an "Involuntary Termination" unless Executive provides written notice to the Company of the condition described in subsections (i), (ii), (iii) or (v) above within ninety (90) days after the initial existence of such condition, the Company fails to remedy the condition within thirty (30) days following the receipt of such notice, and Executive terminates employment within the ninety (90) day period beginning with the delivery of the notice. A termination due to death or disability shall not be considered an Involuntary Termination.
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Involuntary Termination.
Shall mean (i) the Executive's termination of employment as a result of the occurrence of any of the following without
the Employee's Executive's express written consent,
(i) a significant reduction of
the Employee's Executive's duties, position or responsibilities relative to
the Employee's Executive's CFO duties, position or responsibilities in effect immediately prior to such reduction, or the removal of
the Employee Executive from such position, duties and responsibilities, unless
the... Employee Executive is provided with comparable duties, position and responsibilities; (ii) without the Employee's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's Executive's CFO base salary or target bonus 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 unless such reduction is made pursuant to and proportionately with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, any Company policy applicable to similarly-situated Company executives; (iii) the relocation of the Employee Executive to a facility or a location more than thirty-five (35) one hundred (100) miles from his the Company's current Irvine, California location; (vi) (iv) any purported termination of the Employee Executive's CFO title by the Company which is not effected for Cause or for which the grounds relied upon are not valid; (v) Executive's death or (vii) Disability; or (vi) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 6 16 below.
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Involuntary Termination.
Shall mean (i) the Executive's termination of employment as a result of the occurrence of any of the following, without
the Employee's Executive's express written consent,
(i) a significant reduction of
the Employee's Executive's duties, position or responsibilities relative to
the Employee's Executive's CEO duties, position or responsibilities in effect immediately prior to such reduction, or the removal of
the Employee Executive from such position, duties and responsibilities, unless
the... Employee Executive is provided with comparable duties, position and responsibilities; (ii) without the Employee's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's Executive's CEO base salary or target bonus 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 unless such reduction is made pursuant to and proportionately with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, any Company policy applicable to similarly-situated Company executives; (iii) the relocation of the Employee Executive to a facility or a location more than thirty-five (35) one hundred (100) miles from his current location; (vi) (iv) any purported termination of the Employee Executive's CEO title by the Company which is not effected for Cause or for which the grounds relied upon are not valid; (v) Executive's death or (vii) Disability; or (vi) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 6 14 below.
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