Constructive Discharge. If at any time during the term of this Agreement, except in connection with a termination pursuant to paragraph (c) (TERMINATION FOR CAUSE) of this Section 5, the Executive is Constructively Discharged (as hereinafter defined) then the Executive shall have the right, by written notice to the Employer within sixty (60) days of the initial existence of such Constructive Discharge condition, to terminate his services hereunder, effective as of the thirtieth (30th) day after such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Sections 4 and 8 hereof; provided, however, the Employer shall have thirty (30) days from the date of such notice in which to cure the condition giving rise to a Constructive Discharge, if curable. If, during such thirty (30) day period, the Employer cures the condition giving rise to Constructive Discharge, then the Executive’s notice of termination hereunder shall not be effective, the Executive’s employment shall continue until otherwise terminated under this Agreement, and no benefits shall be due under this Agreement with respect to such occurrence. If the Employer fails to cure the condition giving rise to Constructive Discharge within such thirty (30) day period, the Executive shall be entitled to a lump sum payment of compensation and benefits and continuation of all plans and benefits as if such termination of his employment was pursuant to subparagraph (a)(i) of this Section 5 to be paid within thirty (30) days of the Executive’s termination of employment.
(i) For purposes of this Agreement, the Executive shall be “Constructively Discharged” upon the occurrence of any one of the following events:
(A) The Executive is not re-elected or is removed from the positions with the Employer or any affiliate set forth in Section 1 hereof, other than as a result of the Executive’s election or appointment to positions of equal or superior scope and responsibility; or
(B) The Executive shall fail to be vested by the Employer with the powers and authority of his appointed office; or
(C) The Employer changes the primary employment location of the Executive to a place that is more than thirty (30) miles from the primary employment location as of the Effective Date of this Agreement; or
(D) The Employer otherwise commits a material breach of its obligations under this Agreement.
Constructive Discharge. If the Company fails to reappoint Employee to (or rejects Employee for) the position or positions listed in Section 2.01, fails to comply with the provisions of Section 3, or engages in any other material breach of the terms of this Agreement, Employee may at his option terminate his employment and such termination shall be considered to be a termination of Employee's employment by the Company for reasons other than "Cause."
Constructive Discharge. If the Company (a) subjects Executive to a diminution in his title(s), responsibilities, or in his then current Annual Compensation, (b) fails to comply with the provisions of Section 3, (c) locates Executive’s place of employment outside the Scottsdale, Arizona area or (d) engages in any material and intentional breach of the Company’s principal obligations under this Agreement which is not remedied within fifteen (15) business days after receipt of written notice from the Executive (a “Constructive Discharge”), Executive may at his option terminate his employment and such termination shall be considered to be a Termination by the Company for Reasons Other Than Cause.
Constructive Discharge. If Employee is ready, willing and able to work and Finance, for whatever reason, does not utilize the services of Employee for substantially the same professional duties for a total period of ninety (90) days during the life of this Agreement or elects to transfer Employee outside the Hampton Roads Virginia area and Employee is unable to transfer for any reason, Employee will be entitled to all salary, Executive Profit Sharing Plans, and benefits as provided in Section 10.2 of this Agreement.
Constructive Discharge. Any significant reduction or adverse change in the nature or scope of the Executive's authority, duties, status or position contemplated by Section 2 hereof, including an involuntary relocation, or a reduction the base salary and/or benefits of the Executive from those provided for in Section 4 hereof as they may from time to time be in effect, will be the basis for the Executive's termination of this Agreement by giving at least 30 days prior notice to the Company and in such event the termination will be treated as a termination by the Company without cause under Section 5.3.
Constructive Discharge. Following a Change of Control, if Executive is Constructively Discharged, he may terminate this Agreement and his employment by delivering written notice to the Bank no later than 30 days before the effective date of termination. "Constructive Discharge" means the occurrence of any one or more of the following, without Executive's prior written consent: (i) Executive is not reelected to or is removed as Senior Vice President and Chief Lending Officer of the Bank; (ii) the Bank fails to vest Executive with or removes from him the duties, responsibilities, authority or resources that he reasonably needs to competently perform his duties as Senior Vice President and Chief Lending Officer of the Bank; (iii) the Bank notifies Executive that it is terminating this Agreement pursuant to Section 3(b); (iv) the Bank changes the primary location of Executive's employment to a place that is more than 50 miles from Madison Heights, Michigan; or (v) the Bank otherwise commits a material breach of its obligations under this Agreement and fails to cure the breach within 30 days after Executive gives the Bank written notice of the breach.
Constructive Discharge. If Employee is ever constructively ---------------------- discharged, Employee may terminate this Agreement and Employee's employment hereunder by delivering written notice to Company no later than thirty (30) days before the effective date of termination. If Employee is constructively discharged, Company shall be obligated to pay Employee the severance benefits set forth in Paragraph 4(c) hereof. For purposes of the foregoing, "constructive discharge" means the occurrence of any one or more of the following:
Constructive Discharge. Employee may terminate this Employment Agreement in the event of Constructive Discharge (as defined below) by providing written notice to Employer within three months after the occurrence of such event, specifying the event relied upon for a Constructive Discharge. "Constructive Discharge" shall mean any (i) material change by Employer of Employee's position to an inferior position from that in effect on the date of this Agreement, (ii) assignment, reassignment, or relocation by Employer of Employee without Employee's consent to another place of employment more than 50 miles from Employee's current place of employment, (iii) liquidation, dissolution, consolidation or merger of Employer, or transfer of all or substantially all of its assets, other than a transaction or series of transactions in which the resulting or surviving transferee entity has, in the aggregate, a net worth at least equal to that of Employer immediately before such transaction and expressly assumes this Agreement and all obligations and undertakings of Employer hereunder, or (iv) reduction in Employee's base salary or target bonus opportunity. Following termination of Employee's employment in the event of a Constructive Discharge, Employee shall continue to receive Employee's annual salary, payable as immediately prior to termination, plus all benefits to which Employee is then entitled under subparagraph 2(e) above, for the balance of this Agreement; provided, that if Employer is unable to continue to provide any such benefits to Employee at substantially the Benefit Cost, Employer shall have the right to pay Employee the Benefit Cost of such benefits in lieu of continuing to provide such benefits to Employee. It is provided, however, if Employee directly or indirectly engages in or acts as an employee of or consultant for any trade or occupation that is in competition with Employer, such salary and benefits shall thereupon terminate. Employer and Employee, upon mutual agreement, may waive any of the foregoing provisions that would otherwise constitute a Constructive Discharge. Within ten days of receiving such written notice from Employee, Employer may cure the event that constitutes a Constructive Discharge.
Constructive Discharge. If the Executive (i) provides written notice to the Company of the occurrence of a material breach of this Agreement by the Company, which specifically identifies the manner in which the Executive believes that the breach has occurred; (ii) the Company fails to correct such breach within a reasonable time after such notice; and (iii) the Executive resigns within the 60-day period following the occurrence of such breach, then the Executive shall be considered to have been constructively discharged.
Constructive Discharge. A Constructive Discharge shall be treated for all purposes of this Agreement as a termination by the Company without Cause. Notwithstanding any other provision of this Agreement, a Constructive Discharge shall be deemed to have occurred if:
(i) the Contractor gives the Company written notice specifically identifying circumstances considered by the Contractor to constitute Good Reason, within a reasonable time after acquiring knowledge of circumstances constituting Good Reason;
(ii) the Company fails to correct the circumstances within 15 days after such notice; and
(iii) the Contractor resigns within ninety days after the date of delivery of the notice.
