Involuntary Termination

Involuntary Termination. For all purposes under this Agreement, "Involuntary Termination" shall mean that one of the following events occurs: (i) The Executive voluntarily resigns his or her employment for Good Reason; or (ii) The Company terminates the Executive's employment for any reason other than Cause.

Involuntary Termination. Termination of employment that is involuntary on the part of the Executive and that occurs for reasons other than for Cause, Disability or death

Involuntary Termination. Shall mean termination of Employee's employment by the Company for any reason other than Cause. Involuntary Termination shall include constructive termination as a result of a significant diminution in responsibilities or a decrease in Base Compensation, except to the extent such decrease is made applicable to all officers of the Company.

Involuntary Termination. (1) any termination by the Company other than for Cause, death or disability, and (2) Employee's voluntary termination for Good Reason. For purposes of this Agreement, 'Good Reason' shall mean that Employee has complied with the 'Good Reason Process' (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in Employee's responsibilities, authority or duties; (ii) a material diminution in the authority, duties, or responsibilities of the supervisor... to whom Employee is required to report, including a requirement that Employee report to a corporate officer or other employee instead of reporting directly to the board of directors of a corporation (or similar governing body with respect to an entity other than a corporation); (iii) a material diminution in Employee's base salary (other than in connection with a general decrease in base salaries for most officers of the successor corporation); or (iv) a change in the geographic location at which Employee provides services to the Company by more than thirty (30) miles. 'Good Reason Process' shall mean that (i) Employee reasonably determines in good faith that a 'Good Reason' condition has occurred; (ii) Employee notifies the Company in writing of the first occurrence of the Good Reason condition within 90 days of the first occurrence of such condition; (iii) Employee cooperates in good faith with the Company's efforts, for a period of 30 days following such notice (the 'Cure Period'), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) Employee terminates his employment within 90 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. View More

Involuntary Termination. A termination of the employment of a Participant by the Company or one of its subsidiaries for any reason other than Cause

Involuntary Termination. Shall mean Executive's termination by the Company without Cause or resignation by Executive within thirty (30) days following the expiration of any Company cure period following the occurrence of one or more of the following without Executive's written consent: (i) A material reduction in Executive's responsibilities relative to Executive's authorities or responsibilities in effect on the date of this Agreement, or, on or following a Change of Control, a material reduction in Executive's... responsibilities relative to Executive's authorities or responsibilities in effect immediately prior to the Change of Control, in each case without the Executive's consent; (ii) A material reduction by the Company of Executive's annual base compensation rate and / or target bonus dollar amount as of the date of this Agreement other than a reduction, not to exceed 15% of the aggregate base salary and target bonus opportunity dollar amount, that is similarly imposed on the Company's other executive officers (other than the new CEO), or, on or following a Change of Control, a material reduction by the Company of Executive's annual base compensation rate and / or target bonus dollar amount as in effect immediately prior to the Change of Control, in each case without the Executive's consent; (iii) A material breach of this Agreement by the Company; (iv) Without Executive's express written consent, the relocation of Executive's principal place of employment to a facility or a location more than thirty-five (35) miles from Executive's current location; or (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 7(a) below. No event will be deemed an Involuntary Termination pursuant to clauses (i)-(v) above without the Executive first providing the Company (copying the Board) with written notice of the condition that would constitute the Involuntary Termination within ninety (90) days of the event that Executive believes constitutes the Involuntary Termination and at least thirty (30) days prior to effectiveness of such resignation for Involuntary Termination and such condition constituting the Involuntary Termination has not been cured prior to effectiveness of such resignation. A termination due to death or disability shall not be considered an Involuntary Termination. View More

Involuntary Termination. A termination of Employee's employment with the Company (or any successor corporation) and its affiliates in any case as a result of either: (i) a termination by the Company (or any successor corporation) without Cause and other than as a result of Employee's death or disability; or (ii) Employee's resignation for Good Reason.

Involuntary Termination. For the purposes of this Offer Letter, an 'Involuntary Termination' shall include any termination by the Company or its successor other than for Cause and your voluntary termination, upon 30 days prior written notice to the Company or its successor, following: (i) a significant change which occurs in your position, duties, authority or responsibilities relative to your position, duties authorities or responsibilities in effect immediately prior to such change; (ii) a significant reduction in... your base salary other than a reduction by the Company with respect to all executives as part of a general readjustment of their compensation levels; (iii) any reduction in kind or level of benefits to which you are entitled immediately prior to such change with the result that your overall benefit package is significantly reduced unless it is part of a Company-wide change of the same percentage; or (iv) relocation of your principal place of employment by more than 50 miles from your then-current location of employment, without your prior written consent. View More

Involuntary Termination. Shall mean that either (i) the Company has terminated the Executive's employment other than for Cause, Disability or the Executive's death, or (ii) the Executive has terminated his employment for Good Reason. For avoidance of doubt, Involuntary Termination shall not include termination of the Executive's employment by the Company for failure to establish permanent residence in the Minneapolis area prior to December 31, 2014.

Involuntary Termination. Shall mean that either (i) the Company has terminated the Covered Person's employment other than for Cause, Disability or the Covered Person's death, or (ii) the Covered Person has terminated his employment for Good Reason.