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.
Appears in 5 contracts
Samples: Employment Agreement (West Suburban Bancorp Inc), Employment Agreement (West Suburban Bancorp Inc), Employment Agreement (West Suburban Bancorp Inc)
Constructive Discharge. If at any time during the term of this Agreement, except in connection with a termination instances where Employer has valid grounds to terminate Executive’s employment pursuant to paragraph (cSection 5(e) (TERMINATION FOR CAUSE) of this Section 5Termination for Cause), the Executive is Constructively Discharged (as hereinafter defined) ), then the Executive shall have the right, by written notice given to the Employer within sixty not later than ninety (6090) days of the initial existence of after such Constructive Discharge conditionDischarge, to terminate his her services hereunder, effective as of thirty (30) days after the thirtieth (30th) day after date of such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Sections this Section 5(d), Section 4 (Confidentiality and 8 hereof; provided, however, the Employer shall have thirty Loyalty) and Section 6 (30) days from the date of Non-Competition Covenant). In 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 periodevent, the Executive shall be entitled to a lump sum payment an amount equal to the aggregate cash payments due to the Executive under Section 5(c)(i) and reimbursement of compensation and benefits and continuation of all plans and benefits COBRA premiums as if such termination of his her employment was were pursuant to subparagraph Section 5(c) (a)(iPremature Termination). Payment to the Executive will be made on a monthly basis over the twelve (12) of this Section 5 to be paid within thirty (30) days of month period immediately following 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:
(Ai) The Executive is not re-elected or is removed from the positions position with the Employer or any affiliate set forth in Section 1 hereof, other than as 2 (Position and Duties);
(ii) There is a result of substantial diminution in the Executive’s election responsibilities as a Senior Vice President to which the Executive has not consented, provided that such diminution shall constitute a Constructive Discharge only if the Executive submits a written statement to the Chairman of the Board in which the Executive specifies the reasons that constitute such diminution and the written statement is provided to the Chairman of the Board within thirty (30) days of the action or appointment actions alleged to positions of equal or superior scope and responsibilityconstitute substantial diminution; or
(B) The Executive shall fail to be vested by the Employer with the powers and authority of his appointed office; or
(Ciii) The Employer changes the primary employment location of the Executive without the Executive’s consent to a place that is more than thirty fifty (3050) miles from the primary employment location as main office of the Effective Date of this AgreementEmployer; or
(Div) The Employer otherwise commits a material breach of its obligations under this Agreement.
Appears in 3 contracts
Samples: Employment Agreement (Centrue Financial Corp), Employment Agreement (Centrue Financial Corp), Employment Agreement (Centrue Financial Corp)
Constructive Discharge. If at any time during Employee may terminate his employment under this Employment Agreement in the term event 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 Constructive Discharge (as hereinafter defineddefined below) then the Executive shall have the right, by providing written notice to the Employer within sixty ninety (6090) days of after the initial existence occurrence of such event, specifying the event relied upon for a Constructive Discharge condition, Discharge. "Constructive Discharge" shall mean any (i) material change by Employer of Employee's position 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 an inferior position from that in Sections 4 and 8 hereof; provided, however, the Employer shall have thirty (30) days from effect on the date of such notice this Employment 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, or (iii) reduction in which to cure Employee's base salary or percentage target bonus opportunity. Following termination of Employee's employment in the condition giving rise to 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 the period ending on the last day of the term of employment as in effect immediately prior to termination; provided, that if curableEmployer 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. IfEmployer and Employee, during upon mutual agreement, may waive any of the foregoing provisions that would otherwise constitute a Constructive Discharge. Within ten days of receiving such thirty (30) day periodwritten notice from Employee, Employer may cure the Employer cures the condition giving rise to event that constitutes a Constructive Discharge, then in which event the Executive’s notice termination of termination hereunder shall not be effective, the Executive’s employment shall continue until otherwise terminated under this Agreement, and be of 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 employmentforce or effect.
(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.
Appears in 3 contracts
Samples: Employment Agreement (Fpic Insurance Group Inc), Employment Agreement (Fpic Insurance Group Inc), Employment Agreement (Fpic Insurance Group Inc)
Constructive Discharge. If 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 given within sixty thirty (6030) days of the initial existence of after such Constructive Discharge conditionDischarge, which notice shall specify the grounds for such Constructive Discharge, to terminate his services employment hereunder, effective as of the thirtieth fifteen (30th15) day days after such notice, and the Executive shall have no rights or further obligations under this Agreement other than except as provided specified in Sections 4 5 and 8 hereof; provided, however, 6. The Executive shall in such event receive from the Employer shall have thirty (30) days from the date of such notice Severance Amount and other entitlements described and defined 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)(if) of this Section 5 to 4. Notwithstanding the foregoing, if the Executive is Constructively Discharged on or within one (1) year after the occurrence of an event constituting a Change in Control Event [as defined in subparagraph (g) of this Section 4], then the Executive shall receive the Change in Control Severance Amount [as defined in subparagraph (g) of this Section 4] in lieu of the Severance Amount that would otherwise be paid within thirty (30) days in respect of the Executive’s a Constructive Discharge under this Section 4(c), and such termination shall also be deemed a Change in Control Termination for purposes of employment.
(i) Section 6 of this Agreement. For purposes of this Agreement, the Executive shall be “deemed to have been "Constructively Discharged” " upon the occurrence of any one of the following events:
(Ai) The Executive is not re-elected or is shall be removed from the positions position with the Employer or any affiliate set forth in Section 1 2 hereof, by the CEO or the Board, other than as a result of the Executive’s election or 's appointment to positions a position of equal comparable or superior scope authority and responsibility, or other than for Cause, subject, however, to the following caveats and exclusions, none of which shall constitute a Constructive Discharge: (A) the Employer shall be permitted to broaden and expand the Executive's responsibilities, whether in the same or different position; (B) the Employer may, in connection with Executive's disability as described in Section 4(e), appoint Executive to the position that is both (x) related to the position set forth in Section 2 hereof and (y) the next highest position then available with the Employer that the Executive is physically and professionally qualified to perform at the time of such appointment (the "Substitute Position"); and (C) the Employer may reduce the Executive's Base Salary to a level that is not less than the greater of (y) the minimum Base Salary established for fiscal year 2002 as set forth in Section 3(a) hereof and (z) eighty-five percent (85%) of the Executive's then-current Base Salary, provided that such reduction occurs generally concurrently with, and as a component of, a comprehensive reduction of Base Salaries (or reduction in number) of the other Senior Headquarters Executives then employed by Employer, and provided that, in the context of a general pay reduction, Executive's Base Salary reduction is reasonably comparable to that imposed on the other Senior Headquarters Executives; it being specifically understood and agreed that none of the events described in (A), (B), and (C) above shall constitute a "Constructive Discharge" hereunder; or
(Bii) The Executive shall fail to be vested by the Employer with the powers powers, authority and authority support services customarily attendant to said office within the REIT industry, other than for Cause and other than due to financial constraints applicable to the Employer resulting in a generalized reduction of his appointed officesupport services within the Employer; or
(Ciii) The Employer changes shall formally notify the Executive, in writing, that the employment of the Executive will be terminated (other than for Cause) or materially modified (other than for Cause) in the future, or that the Executive will be Constructively Discharged in the future; or
(iv) The Employer shall change the primary employment location of the Executive to a place that is more than thirty fifty (3050) miles from the primary employment location as of the Effective Date of this Agreement, other than in connection with a general relocation of the headquarters office (or staff) of the Employer; or
(Dv) The Employer otherwise commits shall commit a material breach of its obligations under this Agreement, which it shall fail to cure or commence to cure within thirty (30) days after receipt of written notice thereof from the Executive.
Appears in 2 contracts
Samples: Employment Agreement (First Industrial Realty Trust Inc), Employment Agreement (First Industrial Realty Trust Inc)
Constructive Discharge. If 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 given within sixty thirty (6030) days of the initial existence of after such Constructive Discharge conditionDischarge, which notice shall specify the grounds for such Constructive Discharge, to terminate his services employment hereunder, effective as of the thirtieth fifteen (30th15) day days after such notice, and the Executive shall have no rights or further obligations under this Agreement other than except as provided specified in Sections 4 and 8 hereof; provided, however, 5. The Executive shall in such event receive from the Employer shall have thirty (30) days from the date of such notice Severance Amount and other entitlements described and defined 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)(ig) of this Section 5 to 3. Notwithstanding the foregoing, if the Executive is Constructively Discharged on or within one (1) year after the occurrence of an event constituting a Change in Control Event [as defined in subparagraph (h) of this Section 3], then the Executive shall receive the Change in Control Severance Amount [as defined in subparagraph (h) of this Section 3] in lieu of the Severance Amount that would otherwise be paid within thirty (30) days in respect of the Executive’s a Constructive Discharge under this Section 3(d), and such termination shall also be deemed a Change in Control Termination for purposes of employment.
(i) Section 5 of this Agreement. For purposes of this Agreement, the Executive shall be “deemed to have been "Constructively Discharged” " upon the occurrence of any one of the following events:
(Ai) The Executive is not re-elected or is shall be removed from the positions position with the Employer or any affiliate set forth in Section 1 hereof, by the CEO or the Board, other than as a result of the Executive’s election or 's appointment to positions a position of equal comparable or superior scope authority and responsibility, or other than for Cause, subject, however, to the following caveats and exclusions, none of which shall constitute a Constructive Discharge: (A) the Employer shall be permitted to broaden and expand the Executive's responsibilities, whether in the same or different position; (B) the Employer may, in connection with Executive's disability as described in Section 3(f), appoint Executive to the position that is both (x) related to the position set forth in Section 1 hereof and (y) the next highest position then available with the Employer that the Executive is physically and professionally qualified to perform at the time of such appointment (the "Substitute Position"); and (C) the Employer may reduce the Executive's Base Salary to a level that is not less than the greater of (y) the minimum Base Salary established for fiscal year 1999 as set forth in Section 2(a) hereof and (z) eighty-five percent (85%) of the Executive's then-current Base Salary, provided that such reduction occurs generally concurrently with, and as a component of, a comprehensive reduction of Base Salaries (or reduction in number) of the other Senior Headquarters Executives then employed by Employer, and provided that, in the context of a general pay reduction, Executive's Base Salary reduction is reasonably comparable to that imposed on the other Senior Headquarters Executives; it being specifically understood and agreed that none of the events described in (A), (B), and (C) above shall constitute a "Constructive Discharge" hereunder; or
(Bii) The Executive shall fail to be vested by the Employer with the powers powers, authority and authority support services customarily attendant to said office within the REIT industry, other than for Cause and other than due to financial constraints applicable to the Employer resulting in a generalized reduction of his appointed officesupport services within the Employer; or
(Ciii) The Employer changes shall formally notify the Executive, in writing, that the employment of the Executive will be terminated (other than for Cause) or materially modified (other than for Cause) in the future, or that the Executive will be Constructively Discharged in the future; or
(iv) The Employer shall change the primary employment location of the Executive to a place that is more than thirty fifty (3050) miles from the primary employment location as of the Effective Date of this Agreement, other than in connection with a general relocation of the headquarters office (or staff) of the Employer; or
(Dv) The Employer otherwise commits shall commit a material breach of its obligations under this Agreement, which it shall fail to cure or commence to cure within thirty (30) days after receipt of written notice thereof from the Executive.
Appears in 2 contracts
Samples: Employment Agreement (First Industrial Realty Trust Inc), Employment Agreement (First Industrial Realty Trust Inc)
Constructive Discharge. If at any time during the term Term of this Agreement, except in connection with a termination instances where the Company has valid grounds to terminate the Executive’s employment pursuant to paragraph (cSection 5(e) (TERMINATION FOR CAUSE) of this Section 5Termination for Cause), 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, right 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 after the date of such notice in which to cure the condition giving rise to a Constructive Discharge, if curablenotice. If, during In 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 periodevent, the Executive shall be entitled to a lump sum payment of compensation the payments and benefits and continuation of all plans and benefits provided to the Executive as if such termination of his employment was were pursuant to subparagraph Section 5(c) (a)(i) of this Section 5 to be paid within thirty (30) days of the Executive’s termination of employment.
(i) Termination by Company without Cause). For purposes of this Agreement, the Executive shall be “Constructively Discharged” upon the occurrence occurrence, without the Executive’s express written consent, of any one of the following events:
, provided that the Executive gives at least thirty (A30) The days prior written notice of Executive’s termination: (i) a material reduction in the Executive’s then current Base Salary; (ii) any change in the Executive’s duties and responsibilities that is inconsistent in any adverse respect with the Executive’s position(s), duties or responsibilities, or an adverse change in the Executive’s place in the organization chart or in the seniority of the individual (or Board, where applicable) to whom the Executive is not re-elected shall report; (iii) a material and adverse change in the Executive’s titles or is removed offices (including, if applicable, membership on the board of directors of the Company or the Bank); (iv) requiring the Executive to be based more than fifty (50) miles from the positions with the Employer or any affiliate set forth in Section 1 hereof, other than as a result location of the Executive’s election place of employment as of the Effective Date, except for normal business travel in connection with the Executive’s duties; or appointment to positions (v) a material breach of equal or superior scope and responsibility; or
(B) The Executive shall fail to be vested this Agreement by the Employer with Company. Upon the powers and authority occurrence of his appointed office; or
any event referenced in (Ci) The Employer changes through (v) above, Executive shall, within forty-five (45) days of such occurrence, provide the primary employment location Company notice of the Executive to a place that is existence of the condition. Upon receiving notice, the Company shall have no more than thirty (30) miles days to remedy the condition. In no event will Executive’s termination of employment be deemed a Constructive Discharge if such termination occurs more than twelve (12) months from the primary employment location as date of the Effective Date initial existence of this Agreement; or
the event described in subsections (Di) through (v) with respect to which Executive is terminating employment. The Employer otherwise commits Executive’s right to terminate employment due to a material breach Constructive Discharge shall not be affected by incapacities due to mental or physical illness and the Executive’s continued employment or lack of its obligations under this Agreementnotice hereunder shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting a Constructive Discharge.
Appears in 2 contracts
Samples: Employment Agreement (Centrue Financial Corp), Employment Agreement (Centrue Financial Corp)
Constructive Discharge. If If, at any time during the term of this Agreement, except in connection with a "for cause" termination pursuant to paragraph subparagraph (c) (TERMINATION FOR CAUSEe) of this Section 53 or the Executive's death or disability termination pursuant to subparagraphs (f) or (g), respectively, of this Section 3, the Executive is Constructively Discharged (as hereinafter defined) ), then the Executive shall have the right, by written notice to the Employer given within sixty one hundred and twenty (60120) days of the initial existence of such Constructive Discharge conditionDischarge, to terminate his services hereunder, effective as of the thirtieth thirty (30th30) day days after such notice, and the Executive shall have no further rights or obligations under this Agreement other than except as provided specified in Sections 4 and 8 Section 5 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 The Executive shall in such event be entitled to a lump sum payment Lump Sum Payment of compensation his Base Salary, as well as, all of the Post-Termination Perquisites and benefits and continuation of all plans and benefits Benefits, as if such termination of his employment was had been effectuated pursuant to subparagraph (a)(ic) of this Section 5 3 and subject to be paid within thirty (30) days all of the Executive’s termination conditions set forth in subparagraph (c) of employment.
(i) this Section 3. For purposes of this Agreement, the Executive shall be “deemed to have been "Constructively Discharged” " upon the occurrence of any one of the following events:
(Ai) The Executive is not re-elected or is removed from the positions position with the Employer or any affiliate set forth in Section 1 hereof, other than as a result of the Executive’s election or 's appointment to positions a position of equal comparable or superior scope authority and responsibility; or, or other than for cause, and provided further, that the Employer shall be permitted to broaden and expand the Executive's responsibilities, whether in the same or different position without such change constituting a "Constructive Discharge" hereunder;
(Bii) The Executive shall fail to be vested by the Employer with the powers powers, authority and authority support services customarily attendant to said office within the REIT industry, other than for cause;
(iii) The Employer shall formally notify the Executive in writing, that the employment of his appointed officethe Executive will be terminated (other than for cause) or materially modified (other than for cause) in the future, or that the Executive will be Constructively Discharged in the future; or
(Civ) The Employer changes the primary employment location of the Executive to a place that is more than thirty one hundred (30100) miles from the primary employment location as of the Effective Date of this Agreement; or
(Dv) The Employer otherwise commits a material breach of its obligations under this Agreement, which it fails to cure or commence to cure within thirty (30) days after receipt of written notice thereof from the Executive (or if cure is not possible within such thirty (30) days, then the Employer must have failed to either commence to cure within thirty (30) days of have failed to complete to cure within sixty (60) days).
Appears in 2 contracts
Samples: Employment Agreement (Wellington Properties Trust), Employment Agreement (Wellington Properties Trust)
Constructive Discharge. If at Employee may terminate this Employment Agreement in the event of Constructive Discharge 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 time during (i) material change by Employer of Employee's position, functions, or duties to an inferior position, functions, or duties from that in effect on the term date of this Agreement, except (ii) assignment, reassignment, or relocation by Employer of Employee without Employee's consent to another place of employment that is not on Long Island, New York or is 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 connection with 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 (if greater than the target bonus opportunity, the average of the annual bonuses paid to Employee in the three calendar years prior to the calendar year of the Constructive Discharge). Following termination pursuant of Employee's employment in the event of a Constructive Discharge, Employee shall continue to paragraph (c) (TERMINATION FOR CAUSE) receive Employee's annual salary, payable as immediately prior to termination, plus all benefits to which Employee is then entitled, for the balance of this Section 5, the Executive Employment Agreement. It 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, that 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 Employee breaches or fails to cure fulfill Employee's obligations under or is in violation of Section 4(h), Section 7(g), or the condition giving rise to Constructive Discharge within such thirty (30fifth sentence of Section 1(c) 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 such salary and benefits shall be “Constructively Discharged” thereupon terminate. Employer and Employee, upon the occurrence of mutual agreement, may waive any one of the following events:
(A) The Executive is not re-elected or is removed foregoing provisions that would otherwise constitute a Constructive Discharge. Within ten days of receiving such written notice from Employee, Employer may cure the positions with the Employer or any affiliate set forth in Section 1 hereof, other than as event that constitutes 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 AgreementConstructive Discharge.
Appears in 2 contracts
Samples: Employment Agreement (Fpic Insurance Group Inc), Employment Agreement (Fpic Insurance Group Inc)
Constructive Discharge. If at any time during the term Term of this Agreement, except in connection with a termination instances where Employer has valid grounds to terminate the Executive's employment pursuant to paragraph (cSection 5(e) (TERMINATION FOR CAUSE) of this Section 5Termination for Cause), the Executive is Constructively Discharged (as hereinafter defined) ), then the Executive shall have the right, by written notice given to the Employer within sixty not later than ninety (6090) days of the initial existence of after such Constructive Discharge conditionDischarge, to terminate his services hereunder, effective as of thirty (30) days after the thirtieth (30th) day after date of such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Sections this Section 5(d), Section 4 (Confidentiality and 8 hereof; provided, however, the Employer shall have thirty Loyalty) and Section 6 (30) days from the date of Non-Competition Covenant). In 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 periodevent, the Executive shall be entitled to a lump sum payment of compensation the payments and benefits and continuation of all plans and benefits provided to the Executive as if such termination of his employment was were pursuant to subparagraph Section 5(c) (a)(i) of this Section 5 to be paid within thirty (30) days of the Executive’s termination of employment.
(i) Termination by Employer without Cause). For purposes of this Agreement, the Executive shall be “"Constructively Discharged” " upon the occurrence occurrence, without the Executive's express written consent, of any one of the following events, provided that the Executive gives at least thirty (30) days prior written notice of Executive's termination:
(Ai) The Executive a reduction in the Executive's then current Base Salary;
(ii) any change in the Executive's duties and responsibilities that is not re-elected or is removed from the positions inconsistent in any adverse respect with the Employer Executive's position(s), duties or responsibilities, or an adverse change in the Executive's place in the organization chart or in the seniority of the individual (or Board, where applicable) to whom the Executive shall report;
(iii) a material and adverse change in the Executive's titles or offices (including, if applicable, membership on a board of directors);
(iv) a material reduction in the Executive's annual target bonus opportunity (if any) (for this purpose, a reduction for any affiliate set forth in Section 1 hereof, other than as a result year of over twenty percent (20%) of the Executive’s election or appointment 's annual target bonus opportunity (if any) measured by the preceding year shall be considered "material");
(v) requiring the Executive to positions be based more than fifty (50) miles from the location of equal or superior scope and responsibilitythe Executive's place of employment as of the Effective Date, except for normal business travel in connection with the Executive's duties; or
(Bvi) 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.Agreement by the Employer. An isolated, insubstantial and inadvertent action taken in good faith and that is remedied within ten (10) days after receipt of notice thereof given by the Executive shall not constitute a
Appears in 2 contracts
Samples: Employment Agreement (Centrue Financial Corp), Employment Agreement (Centrue Financial Corp)
Constructive Discharge. If at any time during the term of this Agreement, except in connection with a termination instances where Employer has valid grounds to terminate Executive's employment pursuant to paragraph (cSection 5(e) (TERMINATION FOR CAUSE) of this Section 5Termination for Cause), the Executive is Constructively Discharged (as hereinafter defined) ), then the Executive shall have the right, by written notice given to the Employer within sixty not later than ninety (6090) days of the initial existence of after such Constructive Discharge conditionDischarge, to terminate his services hereunder, effective as of thirty (30) days after the thirtieth (30th) day after date of such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Sections this Section 5(d), Section 4 (Confidentiality and 8 hereof; provided, however, the Employer shall have thirty Loyalty) and Section 6 (30) days from the date of Non-Competition Covenant). In 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 periodevent, the Executive shall be entitled to a lump sum payment in an amount equal to the aggregate cash payments due to the Executive under Section 5(c)(i) and reimbursement of compensation and benefits and continuation of all plans and benefits COBRA premiums as if such termination of his employment was were pursuant to subparagraph Section 5(c) (a)(i) of this Section 5 to be paid within thirty (30) days of the Executive’s termination of employment.
(i) Premature Termination). For purposes of this Agreement, the Executive shall be “"Constructively Discharged” " upon the occurrence of any one of the following events:
(Ai) The Executive is not re-elected or is removed from the positions with the Employer or any affiliate set forth in Section 1 hereof2 (Position and Duties);
(ii) There is a substantial diminution in the Executive's responsibilities as the Company's Chief Financial Officer to which the Executive has not consented, other than as provided that such diminution shall constitute a result Constructive Discharge only if the Executive submits a written statement to the Chairman of the Executive’s election Board in which the Executive specifies the reasons that constitute such diminution and the written statement is provided to the Chairman of the Board within thirty (30) days of the action or appointment actions alleged to positions of equal or superior scope and responsibilityconstitute substantial diminution; or
(B) The Executive shall fail to be vested by the Employer with the powers and authority of his appointed office; or
(Ciii) The Employer changes the primary employment location of the Executive without the Executive's consent to a place that is more than thirty fifty (3050) miles from the primary employment location as main office of the Effective Date of this AgreementEmployer; or
(Div) The Employer otherwise commits a material breach of its obligations under this Agreement.
Appears in 1 contract
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 Employee may terminate his services hereunder, effective employment hereunder as a result 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, "Constructive Discharge" shall mean (i) a reduction in Employee's Base Salary of 5% or more in any calendar year or an aggregate reduction in Employee's Base Salary of 10% or more in any four calendar years, (ii) a material modification to the Executive shall be “Constructively Discharged” upon Additional Compensation Plans described in Section 3 hereof or any fringe benefit programs referred to in Section 4 hereof, (iii) a material reduction in Employee's position, function, duties or responsibilities, including, without limitation, the occurrence failure of any one Employee to remain Chairman of the following events:
(A) The Executive is not re-elected or is removed from Board of Directors of Employer and Reorganized CMH during the positions with the Employer or any affiliate set forth in Section 1 hereof, Period of Employment other than as a result of the Executive’s election or appointment to positions a voluntary resignation from such position, (iv) a material change in Employee's reporting relationships, (v) a required relocation 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 fifty (3050) miles from the primary employment location as of the Effective Date of this Agreement; or
existing headquarters, (Dvi) The Employer otherwise commits a material breach of its obligations under this Agreement by Employer that is not cured upon ten (10) days notice to Employer, (vii) a Change in Control, (viii) a failure to reimburse Employee for any reimbursable expenses described in Sections 4 and 5 hereof that is not cured upon ten (10) days notice to Employer, or (ix) the failure of Employer to offer to renew this Agreement for an additional three (3) year term by the Expiration Date, provided, however, if Employee elects, in writing, to continue to be employed after a specific event of Constructive Discharge, Employee will not be able to subsequently claim Constructive Discharge as a result of such event. For purposes of this Agreement., "Change in Control" means the occurrence of any of the following:
Appears in 1 contract
Constructive Discharge. If at any time during the term of this Agreement, except in connection with a termination pursuant to paragraph (cSection 4(e) (TERMINATION FOR CAUSE) of this Section 5Termination for Cause), the Executive is Constructively Discharged (as hereinafter defined) ), then the Executive shall have the right, by written notice given to the Employer within sixty not later than ninety (6090) days of the initial existence of after such Constructive Discharge conditionDischarge, to terminate his services hereunder, effective as of thirty (30) days after the thirtieth (30th) day after date of such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Sections 4 this Section 4(d), Section 3 (Confidentiality and 8 hereof; provided, however, the Employer shall have thirty Loyalty) and Section 5 (30) days from the date of Non-Competition Covenant). In 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 periodevent, the Executive shall be entitled to a lump sum payment of compensation and benefits and continuation of all plans the health, life and benefits disability insurance as if such termination of his employment was were pursuant to subparagraph Section 4(c) (a)(iPremature Termination), provided, however, that if the Executive is Constructively Discharged, after or in connection with, a Change of Control of the Employer, as provided in Section 4(h) (Termination Upon Change of Control), then the Executive shall be entitled to elect to receive the compensation provided for in Section 4(h) in lieu of the benefits provided for in this Section 5 to be paid within thirty (30) days of the Executive’s termination of employment.
(i) 4(d). For purposes of this Agreement, the Executive shall be “"Constructively Discharged” " upon the occurrence of any one of the following events:
(Ai) The Executive is not re-elected or is removed from the positions with the Employer or any affiliate set forth in Section 1 hereof(Position and Duties), other than as a result of the Executive’s 's election or appointment to positions of equal or superior scope and responsibility; or
(Bii) The Executive shall fail to be vested by the Employer with the powers powers, authority and authority support services of his appointed officeany of said offices; or
(Ciii) The Employer shall notify the Executive that the employment term of the Executive will not be extended or further extended, as set forth in Section 4(a) (Term); or
(iv) The Employer changes the primary employment location of the Executive to a place that is more than thirty fifty (3050) miles from the primary employment location as of the Effective Date of this Agreement; or
(Dv) The Employer otherwise commits a material breach of its obligations under this Agreement.
Appears in 1 contract
Constructive Discharge. If at any time during the term of Company materially breaches ---------------------- its obligations to the Executive under this Agreement, except in connection with a termination pursuant to paragraph and:
(ci) (TERMINATION FOR CAUSE) of this Section 5, the Executive is Constructively Discharged (as hereinafter defined) then the Executive shall have the right, by provides written notice to the Employer within sixty (60) days Company of the initial existence occurrence of such Constructive Discharge conditionbreach, which identifies the manner in which the Executive believes that the breach has occurred, and which is delivered to terminate his services hereunder, effective as the Company within a reasonable period 10 (but in no event more than 90 days) after the Executive has actual knowledge 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 events asserted to cure the condition giving give rise to a Constructive Discharge, if curable. If, during such thirty the breach; and
(30ii) 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 Company fails to cure the condition giving rise to Constructive Discharge correct any such breach within such thirty a reasonable period (30but in no event more than 60 days) 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 after receipt of the Executive’s termination of employment.
notice described in paragraph (i) For d)(i); then, for purposes of this Agreement, the Executive shall be “Constructively Discharged” upon considered to have been dismissed by the occurrence Company for reasons other than Cause. A material breach of any one of this Agreement by the following eventsCompany shall include, without limitation:
(A1) The assigning duties to the Executive that are inconsistent in any substantial respect with the position, authority, or responsibilities associated with the position of Chairman and Chief Executive Officer of the Company or, after a Change of Control of the Company (as defined in paragraph 10(c) hereof) in which the Company is not the surviving entity, the Executive is not re-elected or is removed from permitted to serve as the positions with chief executive officer and a member of the Employer or any affiliate set forth in Section 1 hereofboard of directors of the successor entity to the Company;
(2) assigning additional duties to the Executive that substantially impair his ability to function as Chairman and Chief Executive Officer of the Company; INITIALS:______/___/___ RDF WMK NCR
(3) the failure by the Company to accord to the Executive the title, authority and responsibilities of Chairman and Chief Executive Officer of the Company;
(4) the election to the office of Chairman of the Board of the Company of a person other than as the Executive who is a result full-time employee of the Executive’s election or appointment to positions of equal or superior scope and responsibility; orCompany;
(B5) 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 failure of the Executive to be elected a place that is more than thirty (30) miles from the primary employment location as member of the Effective Date Board;
(6) a reduction by the Company in the Executive's Salary from that provided for in Section 2(a) of this Agreement or a reduction in the Maximum Bonus Potential provided for in Section 2(b) hereof, provided that nothing herein shall limit or affect the Board's authority and discretion to determine the actual bonus award earned by the Executive based upon the Board's evaluation of the Executive's performance during the applicable year;
(7) a requirement for the relocation of the Executive imposed by the Board in violation of this Agreement;
(8) the intentional failure of the Company, without the Executive's consent, to pay to the Executive any portion of his Salary, earned bonus or other current compensation (if any), or to pay to the Executive any portion of any installment of deferred compensation under any deferred compensation program of the Company, within 10 business days of the date such compensation is due or to issue shares of common stock of the Company in accordance with the terms of stock options granted to the Executive upon valid exercise thereof;
(9) in the event that there is a successor to the Company, the failure of the Company to obtain a satisfactory agreement from any such successor to assume and to perform the obligations of the Company under this Agreement; or
(D10) The Employer otherwise commits a material breach the failure of the Company to fulfill any of its other material obligations to the Executive under this Agreement.
Appears in 1 contract
Constructive Discharge. If at any time during the term of this Agreement, except in connection with a termination pursuant to paragraph (cI) (TERMINATION FOR CAUSE) of this Section 5, the Executive is Constructively Discharged provides written notice to the Parent Company of the occurrence of Good Reason (as hereinafter defineddefined below) within a reasonable time (not to exceed 60 days) after the Executive has knowledge of the circumstances constituting Good Reason, which notice specifically identifies the circumstances which the Executive believes constitute Good Reason; (II) the Parent Company fails to notify the Executive of the Parent Company’s intended method of correction within a reasonable period of time (not to exceed 60 days) after the Parent Company receives the notice, or the Parent Company fails to correct the circumstances within a reasonable period of time (not to exceed 60 days) after such notice; and (III) the Executive resigns within a reasonable time (not to exceed 60 days) after receiving the Parent Company’s response, if such notice does not indicate an intention to correct such circumstances, or within a reasonable time (not to exceed 60 days) after the Parent Company fails to correct such circumstances; then the Executive shall be considered to 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 been subject to a Constructive Discharge, if curableDischarge by the Parent Company. If, during such thirty Notwithstanding the foregoing provisions of this paragraph (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 periodd), the Executive shall not be entitled deemed to have been subject to a lump sum payment “Constructive Discharge” unless the Executive remains in the employ of compensation and benefits and continuation the Employer (at the location where he was employed immediately prior to the occurrence of all plans and benefits as the events constituting Good Reason) for the period requested by the Employer (not to exceed 90 days after the Executive provides written notice in accordance with clause (I) above). “Good Reason” means the occurrence of: (i) a reduction by the Employer in the Executive’s annual base salary or any material adverse change in the terms or conditions of Executive’s aggregate annual bonus from that in effect on the date thereof, if such termination of his employment was any, which change is not pursuant to subparagraph a program applicable to all comparably situated officers of the Parent Company; (a)(iii) of this Section 5 to be paid within thirty (30) days the relocation of the Executive’s termination principal place 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 location outside of Orange County or Los Angeles County, California (which location is more than thirty fifty (3050) miles from the primary employment location as Executive’s principal residence); (iii) the failure of the Effective Date of Employer or the Parent Company, as applicable, to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement; or
or (Dv) The Employer otherwise commits a any material breach of its obligations under this AgreementAgreement by the Parent Company or the Employer not described in clauses (i) through (iv) next above.
Appears in 1 contract
Constructive Discharge. If at any time during the term Term of this Agreement, except in connection with a termination instances where Employer has valid grounds to terminate the Executive's employment pursuant to paragraph (cSection 5(e) (TERMINATION FOR CAUSE) of this Section 5Termination for Cause), the Executive is Constructively Discharged (as hereinafter defined) ), then the Executive shall have the right, by written notice given to the Employer within sixty not later than ninety (6090) days of the initial existence of after such Constructive Discharge conditionDischarge, to terminate his services hereunder, effective as of thirty (30) days after the thirtieth (30th) day after date of such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Sections this Section 5(d), Section 4 (Confidentiality and 8 hereof; provided, however, the Employer shall have thirty Loyalty) and Section 6 (30) days from the date of Non-Competition Covenant). In 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 periodevent, the Executive shall be entitled to a lump sum payment of compensation the payments and benefits and continuation of all plans and benefits provided to the Executive as if such termination of his employment was were pursuant to subparagraph Section 5(c) (a)(i) of this Section 5 to be paid within thirty (30) days of the Executive’s termination of employment.
(i) Termination by Employer without Cause). For purposes of this Agreement, the Executive shall be “"Constructively Discharged” " upon the occurrence occurrence, without the Executive's express written consent, of any one of the following events, provided that the Executive gives at least thirty (30) days prior written notice of Executive's termination:
(Ai) The Executive a reduction in the Executive's then current Base Salary;
(ii) any change in the Executive's duties and responsibilities that is not re-elected or is removed from the positions inconsistent in any adverse respect with the Employer Executive's position(s), duties or responsibilities, or an adverse change in the Executive's place in the organization chart or in the seniority of the individual (or Board, where applicable) to whom the Executive shall report;
(iii) a material and adverse change in the Executive's titles or offices (including, if applicable, membership on a board of directors);
(iv) a material reduction in the Executive's annual target bonus opportunity (if any) (for this purpose, a reduction for any affiliate set forth in Section 1 hereof, other than as a result year of over twenty percent (20%) of the Executive’s election or appointment 's annual target bonus opportunity (if any) measured by the preceding year shall be considered "material");
(v) requiring the Executive to positions be based more than fifty (50) miles from the location of equal or superior scope and responsibilitythe Executive's place of employment as of the Effective Date, except for normal business travel in connection with the Executive's duties; or
(Bvi) 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 AgreementAgreement by the Employer. An isolated, insubstantial and inadvertent action taken in good faith and that is remedied within ten (10) days after receipt of notice thereof given by the Executive shall not constitute a Constructive Discharge. The Executive's right to terminate employment due to a Constructive #232650-v2 Discharge shall not be affected by incapacities due to mental or physical illness and the Executive's continued employment or lack of notice hereunder shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting a Constructive Discharge.
Appears in 1 contract
Constructive Discharge. If at any time during the term of this Agreement, except in connection with a termination instances where Employer has valid grounds to terminate Executive’s employment pursuant to paragraph (cSection 5(e) (TERMINATION FOR CAUSE) of this Section 5Termination for Cause), the Executive is Constructively Discharged (as hereinafter defined) ), then the Executive shall have the right, by written notice given to the Employer within sixty not later than ninety (6090) days of the initial existence of after such Constructive Discharge conditionDischarge, to terminate his services hereunder, effective as of thirty (30) days after the thirtieth (30th) day after date of such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Sections this Section 5(d), Section 4 (Confidentiality and 8 hereof; provided, however, the Employer shall have thirty Loyalty) and Section 6 (30) days from the date of Non-Competition Covenant). In 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 periodevent, the Executive shall be entitled to a lump sum payment an amount equal to the aggregate cash payments due to the Executive under Section 5(c)(i) and reimbursement of compensation and benefits and continuation of all plans and benefits COBRA premiums as if such termination of his employment was were pursuant to subparagraph Section 5(c) (a)(iPremature Termination). Payment to the Executive will be made on a monthly basis over the twelve (12) of this Section 5 to be paid within thirty (30) days of month period immediately following 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:
(Ai) The Executive is not re-elected or is removed from the positions position with the Employer or any affiliate set forth in Section 1 hereof, other than as 2 (Position and Duties);
(ii) There is a result of substantial diminution in the Executive’s election responsibilities as the Employer’s President, Centrue West to which the Executive has not consented, provided that such diminution shall constitute a Constructive Discharge only if the Executive submits a written statement to the Chairman of the Board in which the Executive specifies the reasons that constitute such diminution and the written statement is provided to the Chairman of the Board within thirty (30) days of the action or appointment actions alleged to positions of equal or superior scope and responsibilityconstitute substantial diminution; or
(B) The Executive shall fail to be vested by the Employer with the powers and authority of his appointed office; or
(Ciii) The Employer changes the primary employment location of the Executive without the Executive’s consent to a place that is more than thirty fifty (3050) miles from the primary employment location as main office of the Effective Date of this AgreementEmployer; or
(Div) The Employer otherwise commits a material breach of its obligations under this Agreement.
Appears in 1 contract
Constructive Discharge. If at any time during the term of this Agreement, except in connection with a termination instances where Employer has valid grounds to terminate Executive’s employment pursuant to paragraph (cSection 5(e) (TERMINATION FOR CAUSE) of this Section 5Termination for Cause), the Executive is Constructively Discharged (as hereinafter defined) ), then the Executive shall have the right, by written notice given to the Employer within sixty not later than ninety (6090) days of the initial existence of after such Constructive Discharge conditionDischarge, to terminate his services hereunder, effective as of thirty (30) days after the thirtieth (30th) day after date of such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Sections this Section 5(d), Section 4 (Confidentiality and 8 hereof; provided, however, the Employer shall have thirty Loyalty) and Section 6 (30) days from the date of Non-Competition Covenant). In 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 periodevent, the Executive shall be entitled to a lump sum payment an amount equal to the aggregate cash payments due to the Executive under Section 5(c)(i) and reimbursement of compensation and benefits and continuation of all plans and benefits COBRA premiums as if such termination of his employment was were pursuant to subparagraph Section 5(c) (a)(iPremature Termination). Payment to the Executive will be made on a monthly basis over the twelve (12) of this Section 5 to be paid within thirty (30) days of month period immediately following 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:
(Ai) The Executive is not re-elected or is removed from the positions position with the Employer or any affiliate set forth in Section 1 hereof, other than as 2 (Position and Duties);
(ii) There is a result of substantial diminution in the Executive’s election responsibilities as the Employer’s Chief Lending Officer to which the Executive has not consented, provided that such diminution shall constitute a Constructive Discharge only if the Executive submits a written statement to the Chairman of the Board in which the Executive specifies the reasons that constitute such diminution and the written statement is provided to the Chairman of the Board within thirty (30) days of the action or appointment actions alleged to positions of equal or superior scope and responsibilityconstitute substantial diminution; or
(B) The Executive shall fail to be vested by the Employer with the powers and authority of his appointed office; or
(Ciii) The Employer changes the primary employment location of the Executive without the Executive’s consent to a place that is more than thirty fifty (3050) miles from the primary employment location as main office of the Effective Date of this AgreementEmployer; or
(Div) The Employer otherwise commits a material breach of its obligations under this Agreement.
Appears in 1 contract
Constructive Discharge. If at any time during the term of this Agreement, except in connection with a termination instances where Employer has valid grounds to terminate Executive’s employment pursuant to paragraph (cSection 5(e) (TERMINATION FOR CAUSE) of this Section 5Termination for Cause), the Executive is Constructively Discharged (as hereinafter defined) ), then the Executive shall have the right, by written notice given to the Employer within sixty not later than ninety (6090) days of the initial existence of after such Constructive Discharge conditionDischarge, to terminate his services hereunder, effective as of thirty (30) days after the thirtieth (30th) day after date of such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Sections this Section 5(d), Section 4 (Confidentiality and 8 hereof; provided, however, the Employer shall have thirty Loyalty) and Section 6 (30) days from the date of Non-Competition Covenant). In 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 periodevent, the Executive shall be entitled to a lump sum payment in an amount equal to the aggregate cash payments due to the Executive under Section 5(c)(i) and reimbursement of compensation and benefits and continuation of all plans and benefits COBRA premiums as if such termination of his employment was were pursuant to subparagraph Section 5(c) (a)(i) of this Section 5 to be paid within thirty (30) days of the Executive’s termination of employment.
(i) Premature Termination). For purposes of this Agreement, the Executive shall be “Constructively Discharged” upon the occurrence of any one of the following events:
(Ai) 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 2 (Position and Duties);
(ii) There is a result of substantial diminution in the Executive’s election responsibilities as the Company’s Chief Financial Officer to which the Executive has not consented, provided that such diminution shall constitute a Constructive Discharge only if the Executive submits a written statement to the Chairman of the Board in which the Executive specifies the reasons that constitute such diminution and the written statement is provided to the Chairman of the Board within thirty (30) days of the action or appointment actions alleged to positions of equal or superior scope and responsibilityconstitute substantial diminution; or
(B) The Executive shall fail to be vested by the Employer with the powers and authority of his appointed office; or
(Ciii) The Employer changes the primary employment location of the Executive without the Executive’s consent to a place that is more than thirty fifty (3050) miles from the primary employment location as main office of the Effective Date of this AgreementEmployer; or
(Div) The Employer otherwise commits a material breach of its obligations under this Agreement.
Appears in 1 contract
Constructive Discharge. If at any time during the term Term of this Agreement, except in connection with a termination instances where Employer has valid grounds to terminate the Executive's employment pursuant to paragraph (cSection 5(e) (TERMINATION FOR CAUSE) of this Section 5Termination for Cause), the Executive is Constructively Discharged (as hereinafter defined) ), then the Executive shall have the right, by written notice given to the Employer within sixty not later than ninety (6090) days of the initial existence of after such Constructive Discharge conditionDischarge, to terminate his her services hereunder, effective as of thirty (30) days after the thirtieth (30th) day after date of such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Sections this Section 5(d), Section 4 (Confidentiality and 8 hereof; provided, however, the Employer shall have thirty Loyalty) and Section 6 (30) days from the date of Non-Competition Covenant). In 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 periodevent, the Executive shall be entitled to a lump sum payment of compensation the payments and benefits and continuation of all plans and benefits provided to the Executive as if such termination of his her employment was were pursuant to subparagraph Section 5(c) (a)(i) of this Section 5 to be paid within thirty (30) days of the Executive’s termination of employment.
(i) Termination by Employer without Cause). For purposes of this Agreement, the Executive shall be “"Constructively Discharged” " upon the occurrence occurrence, without the Executive's express written consent, of any one of the following events, provided that the Executive gives at least thirty (30) days prior written notice of Executive's termination:
(Ai) The Executive a reduction in the Executive's then current Base Salary;
(ii) any change in the Executive's duties and responsibilities that is not re-elected or is removed from the positions inconsistent in any adverse respect with the Employer Executive's position(s), duties or responsibilities, or an adverse change in the Executive's place in the organization chart or in the seniority of the individual (or Board, where applicable) to whom the Executive shall report;
(iii) a material and adverse change in the Executive's titles or offices (including, if applicable, membership on a board of directors);
(iv) a material reduction in the Executive's annual target bonus opportunity (if any) (for this purpose, a reduction for any affiliate set forth in Section 1 hereof, other than as a result year of over twenty percent (20%) of the Executive’s election or appointment 's annual target bonus opportunity (if any) measured by the preceding year shall be considered "material");
(v) requiring the Executive to positions be based more than fifty (50) miles from the location of equal or superior scope and responsibilitythe Executive's place of employment as of the Effective Date, except for normal business travel in connection with the Executive's duties; or
(Bvi) 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 AgreementAgreement by the Employer. An isolated, insubstantial and inadvertent action taken in good faith and that is remedied within ten (10) days after receipt of notice thereof given by the Executive shall not constitute a Constructive Discharge. The Executive's right to terminate employment due to a Constructive #232692-v2 Discharge shall not be affected by incapacities due to mental or physical illness and the Executive's continued employment or lack of notice hereunder shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting a Constructive Discharge.
Appears in 1 contract
Constructive Discharge. If at any time during the term of this Agreement, except in connection with a termination instances where Employer has valid grounds to terminate the Executive's employment pursuant to paragraph (cSection 5(e) (TERMINATION FOR CAUSE) of this Section 5Termination for Cause), the Executive is Constructively Discharged (as hereinafter defined) ), then the Executive shall have the right, by written notice given to the Employer within sixty not later than ninety (6090) days of the initial existence of after such Constructive Discharge conditionDischarge, to terminate his services hereunder, effective as of thirty (30) days after the thirtieth (30th) day after date of such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Sections this Section 5(d), Section 4 (Confidentiality and 8 hereof; provided, however, the Employer shall have thirty Loyalty) and Section 6 (30) days from the date of Non-Competition Covenant). In 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 periodevent, the Executive shall be entitled to a lump sum payment of compensation the payments and benefits and continuation of all plans and benefits provided to the Executive as if such termination of his employment was were pursuant to subparagraph Section 5(c) (a)(i) of this Section 5 to be paid within thirty (30) days of the Executive’s termination of employment.
(i) Premature Termination). For purposes of this Agreement, the Executive shall be “Constructively Discharged” "CONSTRUCTIVELY DISCHARGED" upon the occurrence occurrence, without the Executive's express written consent, of any one of the following events, provided that the Executive gives at least thirty (30) days prior written notice of the Executive's termination:
(Ai) The Executive a reduction in the Executive's Base Salary;
(ii) any change in the Executive's duties and responsibilities that is not re-elected or is removed from the positions inconsistent in any adverse respect with the Employer Executive's position(s), duties or responsibilities, or an adverse change in the Executive's place in the organization chart or in the seniority of the individual (or Board, where applicable) to whom the Executive shall report;
(iii) a material and adverse change in the Executive's titles or offices (including, if applicable, membership on a board of directors);
(iv) a material reduction in the Executive's annual target bonus opportunity (if any) (for this purpose, a reduction for any affiliate set forth in Section 1 hereof, other than as a result year of over twenty percent (20%) of the Executive’s election or appointment 's annual target bonus opportunity (if any) measured by the preceding year shall be considered "material");
(v) requiring the Executive to positions be based more than fifty (50) miles from the location of equal or superior scope and responsibilitythe Executive's place of employment as of the Effective Date, except for normal business travel in connection with the Executive's duties; provided, however, that the relocation of the Executive to the Chicago metropolitan area with Executive's consent, in connection with Section 3(h), shall not constitute a Constructive Discharge;
(vi) a material breach of this Agreement by the Employer; or
(Bvii) The Executive shall fail to be vested a decision 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 terminate this Agreement within the twelve (12) month time period following a place Change of Control for any reason. An isolated, insubstantial and inadvertent action taken in good faith and that is more than thirty remedied within ten (3010) miles from days after receipt of notice thereof given by the primary Executive shall not constitute a Constructive Discharge. The Executive's right to terminate employment location as due to a Constructive Discharge shall not be affected by incapacities due to mental or physical illness and the Executive's continued employment or lack of the Effective Date notice hereunder shall not constitute consent to, or a waiver of this Agreement; or
(D) The Employer otherwise commits rights with respect to, any event or condition constituting a material breach of its obligations under this AgreementConstructive Discharge.
Appears in 1 contract
Constructive Discharge. If 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 given within sixty thirty (6030) days of the initial existence of after such Constructive Discharge conditionDischarge, which notice shall specify the grounds for such Constructive Discharge, to terminate his services employment hereunder, effective as of the thirtieth fifteen (30th15) day days after such notice, and the Executive shall have no rights or further obligations under this Agreement other than except as provided specified in Sections 4 and 8 hereof; provided, however, 5. The Executive shall in such event receive from the Employer shall have thirty (30) days from the date of such notice Severance Amount and other entitlements described and defined 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)(ig) of this Section 5 to 3. Notwithstanding the foregoing, if the Executive is Constructively Discharged on or within one (1) year after the occurrence of an event constituting a Change in Control Event [as defined in subparagraph (h) of this Section 3], then the Executive shall receive the Change in Control Severance Amount [as defined in subparagraph (h) of this Section 3] in lieu of the Severance Amount that would otherwise be paid within thirty (30) days in respect of the Executive’s a Constructive Discharge under this Section 3(d), and such termination shall also be deemed a Change in Control Termination for purposes of employment.
(i) Section 5 of this Agreement. For purposes of this Agreement, the Executive shall be “deemed to have been "Constructively Discharged” " upon the occurrence of any one of the following events:
(Ai) The Executive is not re-elected or is shall be removed from the positions position with the Employer or any affiliate set forth in Section 1 hereof, by the CEO or the Board, other than as a result of the Executive’s election or 's appointment to positions a position of equal comparable or superior scope authority and responsibility, or other than for Cause, subject, however, to the following caveats and exclusions, none of which shall constitute a Constructive Discharge: (A) the Employer shall be permitted to broaden and expand the Executive's responsibilities, whether in the same or different position; (B) the Employer may, in connection with Executive's disability as described in Section 3(f), appoint Executive to the position that is both (x) related to the position set forth in Section 1 hereof and (y) the next highest position then available with the Employer that the Executive is physically and professionally qualified to perform at the time of such appointment (the "Substitute Position"); and (C) the Employer may reduce the Executive's Base Salary to a level that is not less than the greater of (y) the minimum Base Salary established for fiscal year 2002 as set forth in Section 2(a) hereof and (z) eighty-five percent (85%) of the Executive's then-current Base Salary, provided that such reduction occurs generally concurrently with, and as a component of, a comprehensive reduction of Base Salaries (or reduction in number) of the other Senior Headquarters Executives then employed by Employer, and provided that, in the context of a general pay reduction, Executive's Base Salary reduction is reasonably comparable to that imposed on the other Senior Headquarters Executives; it being specifically understood and agreed that none of the events described in (A), (B), and (C) above shall constitute a "Constructive Discharge" hereunder; or
(Bii) The Executive shall fail to be vested by the Employer with the powers powers, authority and authority support services customarily attendant to said office within the REIT industry, other than for Cause and other than due to financial constraints applicable to the Employer resulting in a generalized reduction of his appointed officesupport services within the Employer; or
(Ciii) The Employer changes shall formally notify the Executive, in writing, that the employment of the Executive will be terminated (other than for Cause) or materially modified (other than for Cause) in the future, or that the Executive will be Constructively Discharged in the future; or
(iv) The Employer shall change the primary employment location of the Executive to a place that is more than thirty fifty (3050) miles from the primary employment location as of the Effective Date of this Agreement, other than in connection with a general relocation of the headquarters office (or staff) of the Employer; or
(Dv) The Employer otherwise commits shall commit a material breach of its obligations under this Agreement, which it shall fail to cure or commence to cure within thirty (30) days after receipt of written notice thereof from the Executive.
Appears in 1 contract
Samples: Employment Agreement (First Industrial Realty Trust Inc)
Constructive Discharge. If at any time during the term of this Agreement, except in connection with a termination instances where Employer has valid grounds to terminate Executive’s employment pursuant to paragraph (cSection 5(e) (TERMINATION FOR CAUSE) of this Section 5Termination for Cause), the Executive is Constructively Discharged (as hereinafter defined) ), then the Executive shall have the right, by written notice given to the Employer within sixty not later than ninety (6090) days of the initial existence of after such Constructive Discharge conditionDischarge, to terminate his services hereunder, effective as of thirty (30) days after the thirtieth (30th) day after date of such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Sections this Section 5(d), Section 4 (Confidentiality and 8 hereof; provided, however, the Employer shall have thirty Loyalty) and Section 6 (30) days from the date of Non-Competition Covenant). In 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 periodevent, the Executive shall be entitled to a lump sum payment an amount equal to the aggregate cash payments due to the Executive under Section 5(c)(i) and reimbursement of compensation and benefits and continuation of all plans and benefits COBRA premiums as if such termination of his employment was were pursuant to subparagraph Section 5(c) (a)(i) Premature Termination). Payment to the Executive will be made on the Employer’s regular pay dates over the number of months that were remaining on the term of this Section 5 to be paid within thirty (30) days Agreement at the time of the Executive’s termination of employment.
(i) termination. For purposes of this Agreement, the Executive shall be “Constructively Discharged” upon the occurrence of any one of the following events:
(Ai) The Executive is not re-elected or is removed from the positions position with the Employer or any affiliate set forth in Section 1 hereof, other than as 2 (Position and Duties);
(ii) There is a result of substantial diminution in the Executive’s election responsibilities as the Employer’s Regional President Southeast Region to which the Executive has not consented, provided that such diminution shall constitute a Constructive Discharge only if the Executive submits a written statement to the Chairman of the Board in which the Executive specifies the reasons that constitute such diminution and the written statement is provided to the Chairman of the Board within thirty (30) days of the action or appointment actions alleged to positions of equal or superior scope and responsibilityconstitute substantial diminution; or
(B) The Executive shall fail to be vested by the Employer with the powers and authority of his appointed office; or
(Ciii) The Employer changes the primary employment location of the Executive without the Executive’s consent to a place that is more than thirty fifty (3050) miles from the primary employment location as main office of the Effective Date of this AgreementEmployer; or
(Div) The Employer otherwise commits a material breach of its obligations under this Agreement.
Appears in 1 contract
Constructive Discharge. If at any time during the term of this Agreement, except in connection with a termination instances where Employer has valid grounds to terminate Executive’s employment pursuant to paragraph (cSection 5(e) (TERMINATION FOR CAUSE) of this Section 5Termination for Cause), the Executive is Constructively Discharged (as hereinafter defined) ), then the Executive shall have the right, by written notice given to the Employer within sixty not later than ninety (6090) days of the initial existence of after such Constructive Discharge conditionDischarge, to terminate his services hereunder, effective as of thirty (30) days after the thirtieth (30th) day after date of such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Sections this Section 5(d), Section 4 (Confidentiality and 8 hereof; provided, however, the Employer shall have thirty Loyalty) and Section 6 (30) days from the date of Non-Competition Covenant). In 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 periodevent, the Executive shall be entitled to a lump sum payment an amount equal to the aggregate cash payments due to the Executive under Section 5(c)(i) and reimbursement of compensation and benefits and continuation of all plans and benefits COBRA premiums as if such termination of his employment was were pursuant to subparagraph Section 5(c) (a)(iPremature Termination). Payment to the Executive will be made on a monthly basis over the twelve (12) of this Section 5 to be paid within thirty (30) days of month period immediately following 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:
(Ai) The Executive is not re-elected or is removed from the positions position with the Employer or any affiliate set forth in Section 1 hereof, other than as 2 (Position and Duties);
(ii) There is a result of substantial diminution in the Executive’s election responsibilities as the Employer’s North Regional President to which the Executive has not consented, provided that such diminution shall constitute a Constructive Discharge only if the Executive submits a written statement to the Employer’s Chairman of the Board in which the Executive specifies the reasons that constitute such diminution and the written statement is provided to the Chairman of the Board within thirty (30) days of the action or appointment actions alleged to positions of equal or superior scope and responsibilityconstitute substantial diminution; or
(B) The Executive shall fail to be vested by the Employer with the powers and authority of his appointed office; or
(Ciii) The Employer changes the primary employment location of the Executive without the Executive’s consent to a place that is more than thirty fifty (3050) miles from the primary employment location as of the Effective Date of this AgreementEmployer’s Kankakee office; or
(Div) The Employer otherwise commits a material breach of its obligations under this Agreement.
Appears in 1 contract
Constructive Discharge. If at any time during the term Term of this Agreement, except in connection with a termination instances where Employer has valid grounds to terminate the Executive's employment pursuant to paragraph (cSection 5(e) (TERMINATION FOR CAUSE) of this Section 5Termination for Cause), the Executive is Constructively Discharged (as hereinafter defined) ), then the Executive shall have the right, by written notice given to the Employer within sixty not later than ninety (6090) days of the initial existence of after such Constructive Discharge conditionDischarge, to terminate his her services hereunder, effective as of thirty (30) days after the thirtieth (30th) day after date of such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Sections this Section 5(d), Section 4 (Confidentiality and 8 hereof; provided, however, the Employer shall have thirty Loyalty) and Section 6 (30) days from the date of Non-Competition Covenant). In 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 periodevent, the Executive shall be entitled to a lump sum payment of compensation the payments and benefits and continuation of all plans and benefits provided to the Executive as if such termination of his her employment was were pursuant to subparagraph Section 5(c) (a)(i) of this Section 5 to be paid within thirty (30) days of the Executive’s termination of employment.
(i) Termination by Employer without Cause). For purposes of this Agreement, the Executive shall be “"Constructively Discharged” " upon the occurrence occurrence, without the Executive's express written consent, of any one of the following events, provided that the Executive gives at least thirty (30) days prior written notice of Executive's termination:
(Ai) The Executive a reduction in the Executive's then current Base Salary;
(ii) any change in the Executive's duties and responsibilities that is not re-elected or is removed from the positions inconsistent in any adverse respect with the Employer Executive's position(s), duties or responsibilities, or an adverse change in the Executive's place in the organization chart or in the seniority of the individual (or Board, where applicable) to whom the Executive shall report;
(iii) a material and adverse change in the Executive's titles or offices (including, if applicable, membership on a board of directors);
(iv) a material reduction in the Executive's annual target bonus opportunity (if any) (for this purpose, a reduction for any affiliate set forth in Section 1 hereof, other than as a result year of over twenty percent (20%) of the Executive’s election or appointment 's annual target bonus opportunity (if any) measured by the preceding year shall be considered "material");
(v) requiring the Executive to positions be based more than fifty (50) miles from the location of equal or superior scope and responsibilitythe Executive's place of employment as of the Effective Date, except for normal business travel in connection with the Executive's duties; or
(Bvi) 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 AgreementAgreement by the Employer. An isolated, insubstantial and inadvertent action taken in good faith and that is remedied within ten (10) days after receipt of notice thereof given by the Executive shall not constitute a Constructive Discharge. The Executive's right to terminate employment due to a Constructive #232639-v2 Discharge shall not be affected by incapacities due to mental or physical illness and the Executive's continued employment or lack of notice hereunder shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting a Constructive Discharge.
Appears in 1 contract
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 5Sections 4.4, 4.5, 4.6 or 4.7, the Executive is Constructively Discharged (as hereinafter defined) then the Executive shall have the right, by written notice to the Employer within sixty ninety (6090) days of the initial existence of such Constructive Discharge conditionDischarge, to terminate his services hereunder, effective as of the thirtieth thirty (30th30) day days after such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Sections this Section 4 and 8 in Sections 3 and 5 hereof; provided, however. In the event of any such termination of employment, the Employer shall have thirty (30) days from the date of such notice in which pay 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 in 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 after the effective date of such termination an amount equal to that amount that would otherwise be payable by the Executive’s termination of employment.
(iEmployer to the Executive as if the Employer had terminated this Agreement without cause pursuant to Section 4.2(a) above. For purposes of this Agreement, the Executive shall be “"Constructively Discharged” " upon the occurrence of any one of the following events:
(Aa) The assignment to the Executive is not without the Executive's written consent of any duties inconsistent with the Executive's position, duties, responsibilities and status with the Employer immediately prior thereto, or a change without the Executive's written consent in the Executive's reporting responsibilities, titles or offices representing, in the Executive's reasonable opinion, a reduction in position, status or responsibilities, or any removal of the Executive from, or any failure to re-elected or is removed from elect the Executive to, the positions with the Employer or any affiliate set forth in Section 1 hereof, other than as a result of the Executive’s 's election or appointment to positions of equal or superior scope and responsibility; or
(Bb) The Executive shall fail to be vested by failure of the Employer to vest the Executive with the powers powers, authority and authority support services of his appointed officeany of said offices; or
(Cc) The taking of any action by the Employer changes that would directly adversely affect the amount or payment (including the time of payment) of the Executive's compensation or benefits provided in this Agreement or his participation in, or a material reduction of, the Executive's current, future, actual or projected benefits under, any compensation or benefit plans, programs or arrangements or that would deprive the Executive of any material fringe benefit enjoyed by the Executive, in each case immediately prior to such action. Notwithstanding the foregoing, except as specifically set forth herein, the decisions of the Board and the senior management of the Employer concerning the operations and financing of the Employer shall not be the basis for a constructive discharge under this Section 4.3(c); or
(d) A change in the primary employment location of the Executive to a place that is more than thirty twenty-five (3025) miles from the primary employment location as of the Effective Date of this AgreementAgreement without the Executive's written consent; or
(De) The Employer otherwise commits a material breach of its obligations under this Agreement.
Appears in 1 contract
Constructive Discharge. If at any time during the term of this Agreement, except in connection with a termination instances where Employer has valid grounds to terminate the Executive's employment pursuant to paragraph (cSection 5(e) (TERMINATION FOR CAUSE) of this Section 5Termination for Cause), the Executive is Constructively Discharged (as hereinafter defined) ), then the Executive shall have the right, by written notice given to the Employer within sixty not later than ninety (6090) days of the initial existence of after such Constructive Discharge conditionDischarge, to terminate his services hereunder, effective as of thirty (30) days after the thirtieth (30th) day after date of such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Sections this Section 5(d), Section 4 (Confidentiality and 8 hereof; provided, however, the Employer shall have thirty Loyalty) and Section 6 (30) days from the date of Non-Competition Covenant). In 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 periodevent, the Executive shall be entitled to a lump sum payment of compensation the payments and benefits and continuation of all plans and benefits provided to the Executive as if such termination of his employment was were pursuant to subparagraph Section 5(c) (a)(i) of this Section 5 to be paid within thirty (30) days of the Executive’s termination of employment.
(i) Premature Termination). For purposes of this Agreement, the Executive shall be “Constructively Discharged” "CONSTRUCTIVELY DISCHARGED" upon the occurrence occurrence, without the Executive's express written consent, of any one of the following events, provided that the Executive gives at least thirty (30) days prior written notice of the Executive's termination:
(Ai) The Executive a reduction in the Executive's Base Salary;
(ii) any change in the Executive's duties and responsibilities that is not re-elected or is removed from the positions inconsistent in any adverse respect with the Employer Executive's position(s), duties or responsibilities, or an adverse change in the Executive's place in the organization chart or in the seniority of the individual (or Board, where applicable) to whom the Executive shall report;
(iii) a material and adverse change in the Executive's titles or offices (including, if applicable, membership on a board of directors);
(iv) a material reduction in the Executive's annual target bonus opportunity (if any) (for this purpose, a reduction for any affiliate set forth in Section 1 hereof, other than as a result year of over twenty percent (20%) of the Executive’s election or appointment 's annual target bonus opportunity (if any) measured by the preceding year shall be considered "material");
(v) requiring the Executive to positions be based more than fifty (50) miles from the location of equal or superior scope and responsibilitythe Executive's place of employment as of the Effective Date, except for normal business travel in connection with the Executive's duties; provided, however, that the relocation of the Executive to the Chicago metropolitan area with Executive's consent, in connection with Section 3(g), shall not constitute a Constructive Discharge;
(vi) a material breach of this Agreement by the Employer; or
(Bvii) The Executive shall fail to be vested a decision 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 terminate this Agreement within the twelve (12) month time period following a place Change of Control for any reason. An isolated, insubstantial and inadvertent action taken in good faith and that is more than thirty remedied within ten (3010) miles from days after receipt of notice thereof given by the primary Executive shall not constitute a Constructive Discharge. The Executive's right to terminate employment location as due to a Constructive Discharge shall not be affected by incapacities due to mental or physical illness and the Executive's continued employment or lack of the Effective Date notice hereunder shall not constitute consent to, or a waiver of this Agreement; or
(D) The Employer otherwise commits rights with respect to, any event or condition constituting a material breach of its obligations under this AgreementConstructive Discharge.
Appears in 1 contract
Constructive Discharge. If at any time during the term Term of this Agreement, except in connection with a termination instances where Employer has valid grounds to terminate the Executive's employment pursuant to paragraph (cSection 5(e) (TERMINATION FOR CAUSE) of this Section 5Termination for Cause), the Executive is Constructively Discharged (as hereinafter defined) ), then the Executive shall have the right, by written notice given to the Employer within sixty not later than ninety (6090) days of the initial existence of after such Constructive Discharge conditionDischarge, to terminate his services hereunder, effective as of thirty (30) days after the thirtieth (30th) day after date of such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Sections this Section 5(d), Section 4 (Confidentiality and 8 hereofLoyalty) and Section 6 (Non-Competition Covenant). In such event, notwithstanding any mitigation of damages by the Executive, the Employer shall pay the Executive a sum equal to two times the Executive's Base Salary and the percentage of Annual Performance Bonus earned from the end of the calendar year preceding until the last date of Executive's employment (based on five percent (5%) of the pretax profit of the Bank's St. Louis, Missouri branch(es)), such percentage being determined by dividing the number of days that have occurred in the calendar year through the date of Executives services terminate by 365. In addition, the Employer shall pay the cost on behalf of the Executive for continued coverage (COBRA continuation coverage) for the Executive and the Executive's dependents (if applicable) under the health insurance programs maintained by the Employer during the period of the Executive's COBRA eligibility; provided, however, that the continued payment of these amounts by the Employer shall have thirty (30) days from not offset or diminish any compensation or benefits accrued as of the date of such notice in which to cure the condition giving rise to a Constructive Discharge, if curabletermination. 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 occurrence, without the Executive's express written consent, of any one of the following events, provided that the Executive gives at least thirty (30) days prior written notice of Executive's termination:
(Ai) The Executive a reduction in the Executive's then current Base Salary;
(ii) any change in the Executive's duties and responsibilities that is not re-elected or is removed from the positions inconsistent in any adverse respect with the Employer Executive's position(s), duties or responsibilities, or an adverse change in the Executive's place in the organization chart or in the seniority of the individual (or Board, where applicable) to whom the Executive shall report;
(iii) a material and adverse change in the Executive's titles or offices (including, if applicable, membership on a board of directors);
(iv) a material reduction in the Executive's annual target bonus opportunity (if any) (for this purpose, a reduction for any affiliate set forth in Section 1 hereof, other than as a result year of over twenty percent (20%) of the Executive’s election or appointment 's annual target bonus opportunity (if any) measured by the preceding year shall be considered "material");
(v) requiring the Executive to positions be based more than fifty (50) miles from the location of equal or superior scope and responsibilitythe Executive's place of employment as of the Effective Date, except for normal business travel in connection with the Executive's duties; or
(Bvi) a material breach of this Agreement by the Employer. An isolated, insubstantial and inadvertent action taken in good faith and that is remedied within ten (10) days after receipt of notice thereof given by the Executive shall not constitute a Constructive Discharge. The Executive's right to terminate employment due to a Constructive Discharge shall not be affected by incapacities due to mental or physical illness and the Executive's continued employment or lack of notice hereunder shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting a Constructive Discharge. The Executive shall fail be deemed 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 have been Constructively Discharged if Executive to a place that is more than resigns within thirty (30) miles from days following either (i) a change in the primary employment location as majority of the Effective Date Employer's Board of this AgreementDirectors within a single twelve month period; or
or (Dii) The a change in the Employer's CEO and two (2) of the CEO's direct reports where they are no longer employed by the Employer otherwise commits or an affiliate of the Employer in those, or more senior positions within a material breach of its obligations under this Agreementsingle twelve (12) month period.
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Constructive Discharge. If at any time during the term of this Agreement, except in connection with a termination instances where Employer has valid grounds to terminate Executive’s employment pursuant to paragraph (cSection 5(e) (TERMINATION FOR CAUSE) of this Section 5Termination for Cause), the Executive is Constructively Discharged (as hereinafter defined) ), then the Executive shall have the right, by written notice given to the Employer within sixty not later than ninety (6090) days of the initial existence of after such Constructive Discharge conditionDischarge, to terminate his services hereunder, effective as of thirty (30) days after the thirtieth (30th) day after date of such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Sections this Section 5(d), Section 4 (Confidentiality and 8 hereof; provided, however, the Employer shall have thirty Loyalty) and Section 6 (30) days from the date of Non-Competition Covenant). In 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 periodevent, the Executive shall be entitled to a lump sum payment an amount equal to the aggregate cash payments due to the Executive under Section 5(c)(i) and reimbursement of compensation and benefits and continuation of all plans and benefits COBRA premiums as if such termination of his employment was were pursuant to subparagraph Section 5(c) (a)(iPremature Termination). Payment to the Executive will be made on a monthly basis over the twelve (12) of this Section 5 to be paid within thirty (30) days of month period immediately following 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:
(Ai) The Executive is not re-elected or is removed from the positions position with the Employer or any affiliate set forth in Section 1 hereof, other than as 2 (Position and Duties);
(ii) There is a result of substantial diminution in the Executive’s election responsibilities as the Employer’s President of the North Region to which the Executive has not consented, provided that such diminution shall constitute a Constructive Discharge only if the Executive submits a written statement to the Employer’s Chairman of the Board in which the Executive specifies the reasons that constitute such diminution and the written statement is provided to the Chairman of the Board within thirty (30) days of the action or appointment actions alleged to positions of equal or superior scope and responsibilityconstitute substantial diminution; or
(B) The Executive shall fail to be vested by the Employer with the powers and authority of his appointed office; or
(Ciii) The Employer changes the primary employment location of the Executive without the Executive’s consent to a place that is more than thirty fifty (3050) miles from the primary employment location as main office of the Effective Date of this AgreementEmployer; or
(Div) The Employer otherwise commits a material breach of its obligations under this Agreement.
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Constructive Discharge. If at any time during the term of this Agreement, except in connection with a termination instances where Employer has valid grounds to terminate Executive’s employment pursuant to paragraph (cSection 5(e) (TERMINATION FOR CAUSE) of this Section 5Termination for Cause), the Executive is Constructively Discharged (as hereinafter defined) ), then the Executive shall have the right, by written notice given to the Employer within sixty not later than ninety (6090) days of the initial existence of after such Constructive Discharge conditionDischarge, to terminate his services hereunder, effective as of thirty (30) days after the thirtieth (30th) day after date of such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Sections this Section 5(d), Section 4 (Confidentiality and 8 hereof; provided, however, the Employer shall have thirty Loyalty) and Section 6 (30) days from the date of Non-Competition Covenant). In 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 periodevent, the Executive shall be entitled to a lump sum payment an amount equal to the aggregate cash payments due to the Executive under Section 5(c)(i) and reimbursement of compensation and benefits and continuation of all plans and benefits COBRA premiums as if such termination of his employment was were pursuant to subparagraph Section 5(c) (a)(iPremature Termination). Payment to the Executive will be made on a monthly basis over the twelve (12) of this Section 5 to be paid within thirty (30) days of month period immediately following 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:
(Ai) The Executive is not re-elected or is removed from the positions position with the Employer or any affiliate set forth in Section 1 hereof, other than as 2 (Position and Duties);
(ii) There is a result of substantial diminution in the Executive’s election responsibilities as the Employer’s South Regional President to which the Executive has not consented, provided that such diminution shall constitute a Constructive Discharge only if the Executive submits a written statement to the Employer’s Chairman of the Board in which the Executive specifies the reasons that constitute such diminution and the written statement is provided to the Chairman of the Board within thirty (30) days of the action or appointment actions alleged to positions of equal or superior scope and responsibilityconstitute substantial diminution; or
(B) The Executive shall fail to be vested by the Employer with the powers and authority of his appointed office; or
(Ciii) The Employer changes the primary employment location of the Executive without the Executive’s consent to a place that is more than thirty fifty (3050) miles from the primary employment location as of the Effective Date of this AgreementEmployer’s Fairview Heights office; or
(Div) The Employer otherwise commits a material breach of its obligations under this Agreement.
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