Common use of Constructive Termination of Employee Clause in Contracts

Constructive Termination of Employee. In the event the Company removes Employee from the position of Executive Vice President, or if Employee is removed as a Director of the Company without his consent (or fails to be re-elected at any meeting of the Board of Directors of the Company held for the purpose of electing or reelecting Directors of the Company) or substantially changes his duties or his reporting responsibility to the Board of Directors under Section 2.1, the employment of Employee, at his option, exercisable by written notice given to the Company at any time within sixty (60) days following such event (or failure to re-elect) (time of notice being deemed to be of the essence), shall be deemed to have been constructively terminated by the Company hereunder, as of the date of Employee's notice; provided, however, that such constructive termination shall not be deemed a breach by the Company of its obligations under this Agreement and further provided, however, that termination for cause pursuant to Subsection 8.3 shall make the provisions of this Subsection 8.4 inapplicable. The date of such written notice shall be deemed the Termination Date hereunder. If Employee's employment is terminated under this Subsection 8.4, and the Termination Date is within four years of the Commencement Date, Employee shall receive, within thirty (30) days of such written notice to the Company, a Termination Payment, which shall be determined according to the following schedule: (i) if the Termination Date hereunder is within one year of the Commencement Date, the Termination Payment shall be one million five hundred thousand dollars ($1,500,000); (ii) if the Termination Date is within two years of the Commencement Date, the Termination Payment shall be one million three hundred fifty thousand dollars ($1,350,000); (ii) if the Termination Date is within three years of the Commencement Date, the Termination Payment shall be one million two hundred thousand dollars ($1,200,000); (iv) if the Termination Date is within four years of the Commencement Date, the Termination Payment shall be one million fifty thousand dollars ($1,050,000), and so forth. Additionally, Employee shall continue to receive the additional benefits provided in Subsection 7.1 for a period of two (2) years from the Termination Date. If Employee's employment is terminated under this Subsection 8.4, and the Termination Date is later than four years after the Commencement Date, Employee shall receive an amount equal to his aggregate Base Salary for two (2) years following the date of such Constructive Termination, or an amount equal to his aggregate Base Salary through the end of the Term, whichever is the lesser amount, and Employee shall continue to receive the additional benefits provided in Subsection 7.1 during the period lie is entitled to receive Base Salary pursuant to the provisions of this Subsection 8.4. In the event or the Constructive Termination of Employee's Employment pursuant to this Section 8.4, Employee's tight to receive an Incentive Bonus for each Fiscal Quarter completed during the period of such continued Base Salary payments shall remain in effect, and Employee's fight to receive an Incentive Bonus on account of the year in which his employment terminated by virtue of Constructive Termination shall be prorated to the date of such termination.

Constructive Termination of Employee. In the event the Company removes Employee from the position of President and Chief Executive Vice PresidentOfficer, or if Employee is removed as a Director of the Company without his consent (or fails to be re-elected at any meeting of the Board of Directors of the Company held for the purpose of electing or reelecting re-electing Directors of the Company) or substantially changes his duties or his reporting responsibility to the Board of Directors under Section 2.12. 1, the employment of Employee, at his option, exercisable by written notice given to the Company at any time within sixty (60) days following such event (or failure to re-elect) (time of notice being deemed to be of the essence), shall be deemed to have been constructively terminated by the Company hereunder, as of the date of Employee's notice; , provided, however, that such constructive termination notice shall not be deemed a breach by the Company of its obligations under this Agreement and further provided, however, that termination for cause pursuant to Subsection 8.3 shall make the provisions of this Subsection 8.4 inapplicable. The date of such written notice shall be deemed the Termination Date hereunder. If Employee's employment is terminated under this Subsection 8.4, and the Termination Date is within four years of the Commencement Date, Employee shall receive, within thirty (30) days of such written notice to the Company, a Termination Payment, which shall be determined according to the following schedule: (i) if the Termination Date hereunder is within one year of the Commencement Date, the Termination Payment shall be one two million five hundred thousand dollars ($1,500,0002,000,000); (ii) if the Termination Date is within two years of the Commencement Date, the Termination Payment shall be one million three eight hundred fifty thousand dollars ($1,350,0001,800,000); (ii) if the Termination Date is within three years of the Commencement Date, the Termination Payment shall be one million two six hundred thousand dollars ($1,200,0001,600,000); (iv) if the Termination Date is within four years of the Commencement Date, the Termination Payment shall be one million fifty four hundred thousand dollars ($1,050,0001,400,000), ; and so forth. Additionally, Employee shall continue to receive the additional benefits provided in Subsection 7.1 for a period of two (2) years from the Termination Date. If Employee's employment is terminated under this Subsection 8.4, and the Termination Date is later than four years after the Commencement Date, Employee shall receive an amount equal to his aggregate Base Salary for two (2) years following the date of such Constructive Termination, or an amount equal to his aggregate Base Salary through the end of the Term, Term whichever is the lesser amount, and Employee shall continue to receive the additional benefits provided in Subsection 7.1 during the period lie he is entitled to receive Base Salary pursuant to the provisions of this Subsection 8.4. In the event or of the Constructive Termination of Employee's Employment pursuant to this Section 8.4, Employee's tight right to receive an Incentive Bonus for each Fiscal Quarter completed during the period of such continued Base Salary payments shall remain in effect, and Employee's fight right to receive remove an Incentive Bonus on account of the year in which his employment terminated by virtue of Constructive Termination shall be prorated to the date of such termination.

Constructive Termination of Employee. In the event the Company removes Employee from the position of President or Chief Executive Vice PresidentOfficer, or if Employee is removed as a Director of the Company without his consent (or fails to be re-elected at any meeting of the Board of Directors of the Company held for the purpose of electing or reelecting Directors of the Company) or substantially changes his duties or his reporting responsibility to the Board of Directors under Section 2.1, the employment of Employee, at his option, exercisable by written notice given to the Company at any time within sixty (60) days following such event (or failure to re-elect) (time of notice being deemed to be of the essence), shall be deemed to have been constructively terminated by the Company hereunder, as of the date of Employee's ’s notice; provided, however, that such constructive termination shall not be deemed a breach by the Company of its obligations under this Agreement and further provided, however, that termination for cause pursuant to Subsection 8.3 shall make the provisions of this Subsection 8.4 inapplicable. The date of such written notice shall be deemed the Termination Date hereunder. If Employee's ’s employment is terminated under this Subsection 8.4, and the Termination Date is within four five years of the Commencement Date, Employee shall receive, within thirty (30) days of such written notice to the Company, a Termination Payment, which shall be determined according to the following schedule: (i) if the Termination Date hereunder is within one year of the Commencement Date, the Termination Payment shall be one million five three hundred forty thousand dollars ($1,500,000340,000); (ii) if the Termination Date is within two years of the Commencement Date, the Termination Payment shall be one million three hundred fifty thousand dollars ($1,350,000300,000); (ii) if the Termination Date is within three years of the Commencement Date, the Termination Payment shall be one million two hundred forty thousand dollars ($1,200,000240,000); (iv) if the Termination Date is within four years of the Commencement Date, the Termination Payment shall be one million fifty two hundred thousand dollars ($1,050,000200,000), and so forth. Additionally, Employee shall continue to receive the additional benefits provided in Subsection 7.1 for a period of two (2) years from the Termination Date. If Employee's ’s employment is terminated under this Subsection 8.4, and the Termination Date is later than four five years after the Commencement Date, Employee shall receive an amount equal to his aggregate Base Salary for two five (25) years following the date of such Constructive Termination, or an amount equal to his aggregate Base Salary through the end of the Term, whichever is the lesser amount, and Employee shall continue to receive the additional benefits provided in Subsection 7.1 during the period lie he is entitled to receive Base Salary pursuant to the provisions of this Subsection 8.4. In the event or the Constructive Termination of Employee's ’s Employment pursuant to this Section 8.4, Employee's tight ’s right to receive an Incentive Bonus for each Fiscal Quarter completed during the period of such continued Base Salary payments shall remain in effect, and Employee's ’s fight to receive an Incentive Bonus on account of the year in which his employment terminated by virtue of Constructive Termination shall be prorated to the date of such termination.

Constructive Termination of Employee. In the event the Company removes Employee from the position of Executive Vice President, or if Employee is removed as a Secretary, Treasurer and Director of the Company Company, without his consent (or fails to be re-elected elect Employee at any meeting of the Board of Directors of the Company held for the purpose of electing or reelecting Directors re-electing officers of the Company) or substantially changes his Employee's duties or his reporting responsibility to the Board of Directors under Section 2.1, the employment of Employee, at his Employee's option, exercisable by written notice given to the Company at any time within sixty (60) days following such event (or failure to re-elect) (time of notice being deemed to be of the essence), shall be deemed to have been constructively terminated by the Company hereunder, as of the date of Employee's notice; provided, however, that such constructive termination shall not be deemed a breach by the Company of its obligations under this Agreement and further provided, however, that termination for cause pursuant to Subsection 8.3 7.3 shall make the provisions of this Subsection 8.4 7.4 inapplicable. The date of such written notice shall be deemed the Termination Date hereunder. If Employee's employment is terminated under this Subsection 8.4Section 7.4, and the Termination Date is within four years of the Commencement Date, Company shall pay to Employee shall receive, within thirty (30) days of such written notice to the Company, a Termination Payment, which shall be determined according to the following schedule: (i) if the Termination Date hereunder is within one year of the Commencement Date, the Termination Payment shall be one million five hundred thousand dollars ($1,500,000); (ii) if the Termination Date is within two years of the Commencement Date, the Termination Payment shall be one million three hundred fifty thousand dollars ($1,350,000); (ii) if the Termination Date is within three years of the Commencement Date, the Termination Payment shall be one million two hundred thousand dollars ($1,200,000); (iv) if the Termination Date is within four years of the Commencement Date, the Termination Payment shall be one million fifty thousand dollars ($1,050,000), and so forth. Additionally, Employee shall continue to receive the additional benefits provided in Subsection 7.1 for a period of two (2) years from the Termination Date. If Employee's employment is terminated under this Subsection 8.4, and the Termination Date is later than four years after the Commencement Date, Employee shall receive an amount equal to his aggregate Base Salary Twenty-Five Thousand and NO/100 Dollars ($25,000.00) as a severance payment. Company also agrees, in the event of a constructive termination, to reimburse or pay on behalf of the Employee certain expenses incurred as a result of the residence relocation. It is agreed that total reimbursable expenses will be limited to $10,000. This amount includes payments made on the behalf of Employee by Company to third-party companies and providers. In accordance with IRS guidelines, receipts must be submitted within sixty (60) days of completion of the move to be considered as qualified, nontaxable moving expenses. Expenses submitted for two reimbursement after sixty (260) years following days will be considered taxable income. Employee agrees that only those personal moving and relocation expenses incurred after the date of such Constructive Termination, constructive termination can be submitted for payment or an amount equal to his aggregate Base Salary through the end of the Term, whichever is the lesser amount, and Employee shall continue to receive the additional benefits provided in Subsection 7.1 during the period lie is entitled to receive Base Salary pursuant to the provisions of this Subsection 8.4. In the event or the Constructive Termination of Employee's Employment pursuant to this Section 8.4, Employee's tight to receive an Incentive Bonus for each Fiscal Quarter completed during the period of such continued Base Salary payments shall remain in effect, and Employee's fight to receive an Incentive Bonus on account of the year in which his employment terminated by virtue of Constructive Termination shall be prorated to the date of such terminationreimbursement.