Constructive Termination Event Sample Clauses

Constructive Termination Event. A "Constructive Termination Event" shall be deemed to be the occurrence of any one or more of the following events during the Term of Employment: 8.1.1 the assignment by Employer to the Employee of duties that are inconsistent with the Employee's office with the Employer at the time of such assignment, or the removal by the Employer from the Employee of those duties described in Section 2.1 above, including without limitation failure to nominate or re-nominate the Employee for election to the Board and failure of Xxxxxx F.X. Sillerman (and his affiliates) to vote his (and their) shares in favor of such nomination; or 8.1.2 any removal of the Employee from, or any failure to elect or reelect the Employee to, the Designated Office (as defined in Section 8.3 hereof), except in connection with the Employee's promotion, with his prior written consent, to a higher office (if any) with the Employer; or 8.1.3 a reduction by the Employer in the amount of the Employee's Salary as then in effect, or the failure of the Employer to pay such Salary to the Employee at the time and in the manner specified in Section 3 of this Agreement; or 8.1.4 the discontinuation or material reduction by the Employer of the Employee's participation in any stock option or other employee benefit plan or arrangement (including, without limitation, any profit-sharing, life insurance, medical, dental, hospitalization, incentive compensation or retirement plan or arrangement) in which the Employee is a participant or the failure to grant the Stock Options; or 8.1.5 the failure of the Employer to obtain the assumption by any successor to the Employer of the obligations imposed upon the Employer under this Agreement, as required by Section 15 of this Agreement; or 8.1.6 the failure by the Employer to reimburse the Employee for the reasonable business expenses incurred by the Employee in the performance of his duties to the Employer, including, without limitation, reasonable expenditures for business entertainment and for travel in connection with the Employer's business; or 8.1.7 the failure of the Employer to observe, fulfill or perform any obligation, requirement or restriction imposed upon it pursuant to this Agreement which is not referenced in the foregoing subsections of this Section 8.1, and such failure continues uncorrected for thirty (30) days after written notice thereof from the Employee to the Employer. The Employee's right to terminate the Term of Employment for a Constructive Ter...
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Constructive Termination Event. If the Company elects to continue your employment beyond the Introductory Period, a “Constructive Termination Event” will be deemed to have occurred at the Company’s close of business on the first day that any of the following actions is taken by the Company:
Constructive Termination Event. Applies in case of (a) Company’s removal of the Link(s) or (b) Company’s removal of Products offered for sale through the Commerce Solution that results in a decrease of the total monthly revenue of more than [*], subject to the exclusions set forth below. In order to calculate this decrease, DR will compare the total monthly revenue of the respective calendar month with the average monthly revenue over the last three (3) consecutive calendar months prior to the date of the written notice of breach, excluding revenues of “end of life” Products or Products no longer offered through any online commerce and removed for sale from the Commerce Solution. The monthly revenue is thereby defined as the aggregate Transaction Amounts received by DR under this Agreement during a calendar month less associated Transaction Costs and less amounts associated with chargebacks and returns during such calendar month. For the avoidance of doubt, the following would not cause such an event: 1) Company’s removal of products due to them being discontinued, subject to Company’s “end of life” practices or otherwise being totally removed from any online commerce; 2) Company’s removal of links in accordance with other conditions of this contract or as may be required under applicable law or regulation; or 3) sales declines that can be reasonably attributed to seasonality, competition, economy or fraud prevention practices of either Party. Corporate Affiliate: Any entity which directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the Party in question, as the case may be.
Constructive Termination Event. A "Constructive Termination Event" will be deemed to have occurred at the Company's close of business on the fourteenth (14th) day after, and including, the first day, that any of the following actions is taken by the Company and such action is not reversed in full by the Company within such fourteen-day period unless prior to the expiration of such fourteen-day period Executive has otherwise agreed to the specific relevant event in writing: (1) Executive's aggregate benefits (excluding his salary compensation and already-set Bonus Plan amounts, which may only be increased, decreased or otherwise changed by mutual written agreement of the Company and Executive as an amendment hereto or to the relevant Bonus Plan) are materially reduced below those in effect immediately prior to the effective date of such Constructive Termination Event, and such reduction is not applied as part of an overall reduction in benefits in which Executive is treated proportionately given Executive's position, length of service, income and other relevant factors customary within the biotechnology industry within the state in which the Company's principal offices are located at the date of such reduction, and/or (2) Executive's duties and/or authority are materially decreased from those in effect immediately prior to such Constructive Termination Event, in a
Constructive Termination Event. A "Constructive Termination Event" shall be deemed to be the occurrence of any one or more of the following events during the Term of Employment:

Related to Constructive Termination Event

  • Constructive Termination The Executive may terminate the Executive’s employment hereunder during the Change of Control Severance Period upon the occurrence of one or more of the following events (regardless of whether any other reason, other than Cause, for such termination exists or has occurred, including without limitation other employment), in which case the Executive shall be entitled to the benefits provided under Section 4(a) hereof: (i) failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent office or position, which the Executive held immediately prior to the Change of Control; (ii) (A) a material adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position that the Executive held immediately prior to the Change of Control; (B) a reduction in the Executive’s base salary from the rates in effect immediately prior to the Change of Control or a material modification in the scope of the Executive’s right to participate in any bonus program offered to similarly-situated employees; or (C) the termination or denial of the Executive’s rights to Benefits at least as great in the aggregate as are payable thereunder immediately prior to the Change of Control or a reduction in the scope or value thereof other than a general reduction applicable to all similarly-situated employees; (iii) a change in circumstances following the Change of Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change of Control, which has rendered the Executive unable to carry out any material portion of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change of Control, which situation is not remedied within 30 calendar days after written notice of such change given by the Executive; (iv) the liquidation, dissolution, merger, consolidation or reorganization of FTD or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of FTD under this Agreement; or (v) the Executive is required to have his principal location of work changed to any location that is in excess of 50 miles from the Executive’s principal location of work immediately prior to the Change of Control. For purposes of this Agreement:

  • Good Reason Termination Good Reason Termination means a Termination of Employment initiated by Participant that is related to one or more conditions described in subsection (a), and that is subject to the timing, notice and remedy provisions of subsection (b):

  • Voluntary Termination; Termination for Cause If Executive’s employment with the Company terminates voluntarily by Executive or for “Cause” by the Company, then (i) all vesting of the Option will terminate immediately and all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned), and (ii) Executive will only be eligible for severance benefits in accordance with the Company’s established policies as then in effect.

  • Involuntary Termination for Cause If the Employee's employment is terminated for Cause, then the Employee shall not be entitled to receive severance payments. The Employee's benefits will be terminated under the Company's then existing benefit plans and policies in accordance with such plans and policies in effect on the date of termination.

  • Termination for Cause; Voluntary Termination (a) The Company may terminate the Executive’s employment hereunder at any time for Cause upon written notice to the Executive. The Executive may voluntarily terminate his employment hereunder at any time without Good Reason upon sixty (60) days prior written notice to the Company; provided, however, the Company reserves the right, upon written notice to the Executive, to accept the Executive’s notice of resignation and to accelerate such notice and make the Executive’s resignation effective immediately, or on such other date prior to Executive’s intended last day of work as the Company deems appropriate. It is understood and agreed that the Company’s election to accelerate Executive’s notice of resignation shall not be deemed a termination by the Company without Cause for purposes of Section 4.1 of this Agreement or otherwise or constitute Good Reason (as defined in Section 4.1) for purposes of Section 4.1 of this Agreement or otherwise. (b) If the Executive’s employment is terminated pursuant to Section 4.2(a), the Executive shall, in full discharge of all of the Company’s obligations to the Executive, be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide to the Executive, the following (collectively, the “Accrued Obligations”): (i) the Executive’s earned, but unpaid, Base Salary through the final date of the Executive’s employment by the Company (the “Termination Date”), payable in accordance with the Company’s standard payroll practices; (ii) the Executive’s accrued, but unused, vacation (in accordance with the Company’s policies); (iii) expenses reimbursable under Section 3.2 above incurred on or prior to the Termination Date but not yet reimbursed; and (iv) any amounts or benefits that are vested amounts or vested benefits or that the Executive is otherwise entitled to receive under any plan, program, policy or practice (with the exception of those, if any, relating to severance) on the Termination Date, in accordance with such plan, program, policy, or practice.

  • Termination for Cause; Resignation Without Good Reason; Death or Disability If you resign without Good Reason, or the Company terminates your employment for Cause, or upon your death or disability, then all payments of compensation by the Company to you hereunder will terminate immediately (except as to amounts already earned), and you will not be entitled to any Severance Benefits.

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If during the period commencing three (3) months before and ending twelve (12) months after a Change of Control, (1) Executive terminates his employment with the Company (or any Affiliate) for Good Reason or (2) the Company (or any Affiliate) terminates Executive’s employment for other than Cause, Executive becoming Disabled or Executive’s death, then, subject to Section 4, Executive will receive the following severance from the Company:

  • Termination Without Cause; Termination for Good Reason Subject to Section 6(b) below, upon termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below), other than as a result of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock.

  • Voluntary Termination for Good Reason “Voluntary Termination for Good Reason” shall mean the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

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