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 Termination Event shall not be affected by his mental or physical incapacity, and his continued employment prior to terminating employment for a Constructive Termination Event shall not constitute consent to or a waiver of rights with respect to, any act or failure to act constituting a Constructive Termination Event.
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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 of Directors of Employer and failure of Xxxxxx F.X. Sillerman Xxxxxxxxx (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 re-elect 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 (i) a reduction by the Employer in the amount of the Employee's Salary base salary as then in effect, or the failure of the Employer to pay such Salary base salary to the Employee at the time and in the manner specified in Section 3 of this Agreement or (ii) a change by Employer in the formula for calculating Employee's Annual Bonus as set forth herein, or the failure of Employer to pay any Annual Bonus to the Employee at the time and in the manner specified in Section 4 of this Agreement; or
8.1.4 the discontinuation or material reduction by the Employer of the Employee's participation in any stock option option, bonus 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 Optionsparticipant; 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 18 of this Agreement; or
8.1.6 the failure by the Employer to promptly 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, 8.1 and such failure continues uncorrected for thirty 15 days after notice thereof to Employer; or
8.1.8 prior to two (302) years and fifteen (15) days after written notice thereof from the Effective Date, the sale of either the Theatrical or Motorsports business of Employer to any party or person other than Employee, unless Employee has elected not to the Employer. The exercise his right of first refusal with respect to such sale as set forth in Section 6.6 above, but in any event Employee's right to terminate the Term of Employment for a Constructive Termination Event remedies shall not be affected limited by exercising his mental rights pursuant to this Section 8.1.8; or
8.1.9 the sale of all or physical incapacitysubstantially all the assets or stock of PACE; or
8.1.10 change of control of Employer; or
8.1.11 the failure by Employer to put acquired companies, a majority of which companies' business is derived from Theatrical and/or Motorsports lines of business, in PACE, unless the revenues from the Theatrical and his continued employment prior to terminating employment for a Constructive Termination Event shall Motorsports lines of business in such acquired companies do not constitute consent a majority of the revenues of the acquired company, in which case the acquired company may be held by Employer outside of PACE but the management of such acquired company will report to or a waiver of rights with respect to, any act or failure to act constituting a Constructive Termination EventEmployee.
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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 9.1.1 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 of Directors of Employer 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 9.1.2 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 9.3 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 9.1.3 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 9.1.4 the discontinuation or material reduction by the Employer of the Employee's participation in any stock option option, bonus 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 9.1.5 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 17 of this Agreement; or
8.1.6 9.1.6 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 9.1.7 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 8.19.1, 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 Termination Event shall not be affected by his mental or physical incapacity, and his continued employment prior to terminating employment for a Constructive Termination Event shall not constitute consent to or a waiver of rights with respect to, any act or failure to act constituting a Constructive Termination Event.; or
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