Common use of Constructive Termination of Employment Clause in Contracts

Constructive Termination of Employment. by the Company without ---------------------------------------------- --------------- Due Cause ---------- Anything herein to the contrary notwithstanding, if the Company: (A) demotes or otherwise elects or appoints the Employee to a lesser office than set forth in Section 3.1 or fails to elect or appoint him to such position; (B) causes a material change in the nature or scope of the authorities, powers, functions, duties or responsibilities attached to the Employee's position as described in Section 3.1; (C) decreases the Employee's salary or annual bonus opportunity below the levels provided for by the terms of Sections 4.1 and 4.2 (taking into account any salary increases made from time to time in accordance with Section 4.1); (D) materially reduces the Employee's benefits under any employee benefit plan, program, or arrangement of the Company (other than a change that affects all employees similarly situated) from the level in effect upon the Employee's commencement of participation; or (F) commits any other material breach of this Agreement, then such action (or inaction) by the Company, unless consented to in writing by the Employee, shall constitute a termination of the Employee's employment by the Company other than for Due Cause pursuant to Section 5.4 above. If, within thirty (30) days of learning of the action (or inaction) described herein as a basis for a constructive termination of employment, the Employee (unless he has given written consent thereto) notifies the Company in writing that he wishes to effect a constructive termination of his employment pursuant to this Section 5.5, and such action (or inaction) is not reversed or otherwise remedied by the Company within 30 days following receipt by the Company of such written notice, then effective at the end of such second 30 day period, the employment of the Employee hereunder shall be deemed to have terminated pursuant to Section 5.4 above.

Constructive Termination of Employment. A termination by the Company without ---------------------------------------------- --------------- Due Cause ---------- Anything herein under Section 6.c. shall be deemed to have occurred upon the contrary notwithstanding, if occurrence of one or more of the Company:following events without the express written consent of the Executive. (A1) demotes or otherwise elects or appoints the Employee to a lesser office than set forth in Section 3.1 or fails to elect or appoint him to such position; (B) causes a material significant change in the nature or scope of the authorities, powers, functions, duties or responsibilities attached to the Employee's Executive’s position as described in Section 3.1;3; or (C2) decreases a material breach of the Employee's salary or annual bonus opportunity below the levels provided for Agreement by the terms of Sections 4.1 and 4.2 (taking into account any salary increases made from time to time in accordance with Section 4.1);Company; or (D3) materially reduces a material reduction of the Employee's Executive’s benefits under any employee benefit plan, program, program or arrangement (for Executive individually or as part of a group) of the Company (other than a change that affects all employees similarly situated) from the level as then in effect upon or as in effect on the Employee's commencement Effective Date of participationthe Agreement, which reduction shall not be effectuated for similarly situated employees of the Company; or (F4) commits any other material breach of failure by a successor company to assume the obligations under this Agreement. Anything herein to the contrary notwithstanding, the Executive shall give written notice to the Board of Directors of the Company that the Executive believes an event has occurred which would result in a Constructive Termination of the Executive’s employment under this Section 6.e., which written notice shall specify the particular act or acts, on the basis of which the Executive intends to so terminate the Executive’s employment, and the Company shall then be given the opportunity, within fifteen (15) days of its receipt of such action (or inaction) by notice to cure said event. If said event is not cured, the Company, unless consented to in writing by the Employee, termination shall constitute a termination of the Employee's employment Termination by the Company other Other than for Due Cause pursuant to Section 5.4 above. If, within thirty (30and in such event the Executive shall receive the same rights and benefits as set forth in connection with a termination under section 6.(c) days of learning of the action (or inaction) described herein as a basis for a constructive termination of employment, the Employee (unless he has given written consent thereto) notifies the Company in writing that he wishes to effect a constructive termination of his employment pursuant to this Section 5.5, and such action (or inaction) is not reversed or otherwise remedied by the Company within 30 days following receipt by the Company of such written notice, then effective at the end of such second 30 day period, the employment of the Employee hereunder shall be deemed to have terminated pursuant to Section 5.4 aboveherein.

Constructive Termination of Employment. If the Executive so elects, a termination by the Company without ---------------------------------------------- --------------- Due Cause ---------- Anything herein under Section 6(d) shall be deemed to have occurred upon the contrary notwithstanding, if occurrence of one or more of the Companyfollowing events without the express written consent of the Executive: (A1) demotes or otherwise elects or appoints the Employee to a lesser office than set forth in Section 3.1 or fails to elect or appoint him to such position; (B) causes a material significant change in the nature or scope of the authorities, powers, functions, duties or responsibilities attached to the EmployeeExecutive's position as described in Section 3.1;3; or (C2) decreases Change in the EmployeeExecutive's principal office to a location outside the Palm Beach-Broward County, Florida area; or (3) any reduction in the Executive's salary or annual bonus opportunity below any change in the levels provided for method of calculating Executive's Bonus Compensation hereunder; or (4) a material breach of the Agreement by the terms of Sections 4.1 and 4.2 (taking into account any salary increases made from time to time in accordance with Section 4.1);Company; or (D5) materially reduces a material reduction of the EmployeeExecutive's benefits under any employee benefit plan, program, program or arrangement (for Executive individually or as part of a group) of the Company (other than a change that affects all employees similarly situated) from the level as then in effect upon or as in effect on the Employee's commencement effective date of participationthe Agreement, which reduction shall not be effectuated for similarly situated employees of the Company; or (F6) commits any other material breach failure by a successor company to assume the obligations under the Agreement. Anything herein to the contrary notwithstanding, the Executive shall give written notice to the Board of this Agreement, then such action (or inaction) by the Company, unless consented to in writing by the Employee, shall constitute a termination Directors of the EmployeeCompany that the Executive believes an event has occurred which would result in a Constructive Termination of the Executive's employment by under this Section 6(f), which written notice shall specify the particular act or acts, on the basis of which the Executive intends to so terminate the Executive's employment, and the Company other than for Due Cause pursuant to Section 5.4 above. Ifshall then be given the opportunity, within thirty fifteen (3015) days of learning its receipt of such notice to cure said event, provided, however, there shall be no time period permitted to cure a second or subsequent occurrence under this Section 6(f) (whether such second occurrence be of the action same or a different event specified in subsections (or inaction1) described herein as a basis for a constructive termination of employment, the Employee through (unless he has given written consent thereto7) notifies the Company in writing that he wishes to effect a constructive termination of his employment pursuant to this Section 5.5, and such action (or inaction) is not reversed or otherwise remedied by the Company within 30 days following receipt by the Company of such written notice, then effective at the end of such second 30 day period, the employment of the Employee hereunder shall be deemed to have terminated pursuant to Section 5.4 above).

Constructive Termination of Employment. If the Executive so elects, a termination by the Company other than for Cause shall be deemed to have occurred upon the occurrence of one or more of the following events without ---------------------------------------------- --------------- Due Cause ---------- Anything herein the express written consent of the Executive. Upon such termination, the company shall be obligated to pay the contrary notwithstanding, Executive as if the CompanyAgreement was Terminated for Other Reason as defined in paragraph 6.4 above: (Ai) demotes the assignment to the Executive of duties inconsistent with the Agreement or otherwise elects a change in his title or appoints authority; or (ii) any change in reporting responsibility so that the Employee Executive reports to any person other than the Board of Directors; or (iii) the requirement of the Executive to relocate to a lesser office than set forth in Section 3.1 or fails to elect or appoint him to such position;location outside the state of Connecticut; or (Biv) causes a material any reduction in the Executive's salary or any change in the nature or scope method of calculating Executive's Bonus Compensation hereunder; or (v) a material breach of the authorities, powers, functions, duties or responsibilities attached to Agreement by the Employee's position as described in Section 3.1;Company; or (Cvi) decreases a material reduction of the Employee's salary or annual bonus opportunity below the levels provided for by the terms of Sections 4.1 and 4.2 (taking into account any salary increases made from time to time in accordance with Section 4.1); (D) materially reduces the EmployeeExecutive's benefits under any employee benefit plan, program, program or arrangement (for Executive individually or as part of a group) of the Company (other than a change that affects all employees similarly situated) from the level as then in effect upon or as in effect on the Employee's commencement effective date of participationthe Agreement, which reduction shall not be effectuated for similarly situated employees of the Company; or (Fvii) commits any other material breach failure by a successor company to assume the obligations under the Agreement. Anything in this Agreement to the contrary notwithstanding, the Executive shall give written notice to the Board of this Agreement, then such action (or inaction) by the Company, unless consented to in writing by the Employee, shall constitute a termination Directors of the EmployeeCompany that the Executive believes an event has occurred which would result in a Constructive Termination of the Executive's employment by under this Section 6.6 which written notice shall specify the particular act or acts, on the basis of which the Executive intends to so terminate the Executive's employment, and the Company other than for Due Cause pursuant to Section 5.4 above. Ifshall then be given the opportunity, within thirty fifteen (3015) days of learning its receipt of such notice to cure said event, provided, however, there shall be no time period permitted to cure a second or subsequent occurrence under this Section 6.6 (whether such second occurrence be of the action same or a different event specified in subsections (or inactioni) described herein as a basis for a constructive termination of employment, the Employee through (unless he has given written consent theretovii) notifies the Company in writing that he wishes to effect a constructive termination of his employment pursuant to this Section 5.5, and such action (or inaction) is not reversed or otherwise remedied by the Company within 30 days following receipt by the Company of such written notice, then effective at the end of such second 30 day period, the employment of the Employee hereunder shall be deemed to have terminated pursuant to Section 5.4 above).

Constructive Termination of Employment. A termination by the Company without ---------------------------------------------- --------------- Due Cause ---------- Anything herein under Section 5(d) shall be deemed to have occurred upon the contrary notwithstanding, if occurrence of one or more of the Companyfollowing events without the express written consent of the Executive: (Ai) demotes or otherwise elects or appoints the Employee to a lesser office than set forth in Section 3.1 or fails to elect or appoint him to such position; (B) causes a material significant change in the nature or scope of the authorities, powers, functions, function duties or responsibilities attached to the EmployeeExecutive's position as described in Section 3.1;1; or (Cii) decreases a change in Executive's principal office to a location outside the EmployeePalm Beach, and Broward Counties, Florida area, without the prior written consent of the Executive; or (iii) a Five Percent (5%) reduction in the Executive's salary or annual bonus opportunity below the levels provided for salary in effect immediately prior to such reduction or a reduction in the target bonus participation under Section 5(b) as a percentage of salary; or (iv) a material breach of the Agreement by the terms of Sections 4.1 and 4.2 (taking into account any salary increases made from time to time in accordance with Section 4.1);Company, or (Dv) materially reduces a material reduction of the EmployeeExecutive's benefits under any employee benefit plan, program, program or arrangement (for Executive individually or as part of a group) of the Company (other than a change that affects all employees similarly situated) from the level as then in effect upon or as in effect on the Employee's commencement effective date of participationthe Agreement, which reduction shall not be effectuated for similarly situated employees of the Company, or (vi) failure by a successor company to assume the obligations under the Agreement; or (Fvii) commits if at any other material breach of this Agreement, then such action (or inaction) by the Company, unless consented to in writing by the Employee, shall constitute time Executive is not a termination member of the EmployeeBoard of Directors of the Company without the prior written consent of Executive; or Anything herein to the contrary notwithstanding, the Executive shall give written notice to the Board of Directors of the Company that the Executive believes an event has occurred which would result in a Constructive Termination of the Executive's employment by under this Section 5(f), which written notice shall specify the particular act or acts, on the basis of which the Executive intends to so terminate the Executive's employment, and the Company other than for Due Cause pursuant to Section 5.4 above. Ifshall then be given the opportunity, within thirty fifteen (3015) days of learning its receipt of such notice to cure said event; provided, however, there shall be no period permitted to cure a second occurrence of the action (or inaction) same event and in no event will there be a required period to cure following the occurrence of two events as described herein as a basis for a constructive termination of employment, the Employee (unless he has given written consent thereto) notifies the Company in writing that he wishes to effect a constructive termination of his employment pursuant to this Section 5.5, and such action (or inaction) is not reversed or otherwise remedied by the Company within 30 days following receipt by the Company of such written notice, then effective at the end of such second 30 day period, the employment of the Employee hereunder shall be deemed to have terminated pursuant to Section 5.4 above5(f).

Constructive Termination of Employment. If the Employee so elects, a termination by the Company without ---------------------------------------------- --------------- Due Cause ---------- Anything herein under Section 6(d) shall be deemed to have occurred upon the contrary notwithstanding, if occurrence of one or more of the Companyfollowing events without the EXPRESS written consent of the Employee: (Ai) demotes or otherwise elects or appoints the Employee to a lesser office than set forth in Section 3.1 or fails to elect or appoint him to such position; (B) causes a material significant change in the nature or scope of the authorities, powers, functions, duties or responsibilities attached to the Employee's position as described in Section 3.1;3; or (Cii) decreases five percent (5%) reduction in the Employee's base salary or annual bonus opportunity below any change in the levels provided for method of calculating Employee's Bonus Compensation hereunder which would be detrimental to Employee in any respect; or (iii) a material breach of the Agreement by the terms of Sections 4.1 and 4.2 (taking into account any salary increases made from time to time in accordance with Section 4.1);Company; or (Div) materially reduces a material reduction of the Employee's benefits under any employee benefit plan, program, program or arrangement (for Employee individually or as part of a group) of the Company (other than a change that affects all employees similarly situated) from the level as then in effect upon or as in effect on the Employee's commencement Effective Date of participationthe Agreement, which reduction shall not be effectuated for similarly situated employees of the Company; or (Fv) commits any other material breach of failure by a successor company to assume the obligations under this Agreement. (vi) a change in the Executive principal office to a location outside the Broward and Palm Beach County, then such action (or inaction) by Florida area. Anything herein to the Companycontrary notwithstanding, unless consented the Employee shall give written notice to the Board of Directors of the Company that the Employee believes an event has occurred which would result in writing by the Employee, shall constitute a termination Constructive Termination of the Employee's employment by under this Section 6(f), which written notice shall specify the particular act or acts, on the basis of which the Employee intends to so terminate the Employee's employment, and the Company other than for Due Cause pursuant to Section 5.4 above. Ifshall then be given the opportunity, within thirty fifteen (3015) days of learning its receipt of such notice to cure said event, provided, however, there shall be no time period permitted to cure a second or subsequent occurrence under this Section 6(f) (whether such second occurrence be of the action same or a different event specified in subsections (or inactioni) described herein as a basis for a constructive termination of employment, the Employee through (unless he has given written consent theretov) notifies the Company in writing that he wishes to effect a constructive termination of his employment pursuant to this Section 5.5, and such action (or inaction) is not reversed or otherwise remedied by the Company within 30 days following receipt by the Company of such written notice, then effective at the end of such second 30 day period, the employment of the Employee hereunder shall be deemed to have terminated pursuant to Section 5.4 above).

Constructive Termination of Employment. by the Company without ---------------------------------------------- --------------- Due ------------------------------------------------------------------- Cause ---------- ---- Anything herein to the contrary notwithstanding, if the Company: (A) demotes or otherwise elects or appoints the Employee to a lesser office than set forth in Section 3.1 or fails to elect or appoint him to such position; (B) causes a material change in the nature or scope of the authorities, powers, functions, duties or responsibilities attached to the Employee's position as described in Section 3.1; (C) decreases the Employee's salary or annual bonus opportunity below the levels provided for by the terms of Sections 4.1 and 4.2 (taking into account any salary increases made from time to time in accordance with Section 4.1); (D) materially reduces the Employee's benefits under any employee benefit plan, program, or arrangement of the Company (other than a change that affects all employees similarly situated) from the level in effect upon the Employee's commencement of participation; or (F) commits any other material breach of this Agreement, then such action (or inaction) by the Company, unless consented to in writing by the Employee, shall constitute a termination of the Employee's employment by the Company other than for Due Cause pursuant to Section 5.4 above. If, within thirty (30) days of learning of the action (or inaction) described herein as a basis for a constructive termination of employment, the Employee (unless he has given written consent thereto) notifies the Company in writing that he wishes to effect a constructive termination of his employment pursuant to this Section 5.5, and such action (or inaction) is not reversed or otherwise remedied by the Company within 30 days following receipt by the Company of such written notice, then effective at the end of such second 30 day period, the employment of the Employee hereunder shall be deemed to have terminated pursuant to Section 5.4 aboveabove and Employee will be entitled to the Severance Compensation and all other benefits described in paragraph 5.4.

Constructive Termination of Employment. by the Company without ---------------------------------------------- --------------- Due Cause ---------- Anything herein to the contrary notwithstanding, if the Company: (A) demotes or otherwise elects or appoints the Employee to a lesser office than set forth in Section 3.1 or fails to elect or appoint him to such position; (B) causes a material change in the nature or scope of the authorities, powers, functions, duties or responsibilities attached to the Employee's position as described in Section 3.1; (C) decreases the Employee's salary or annual bonus opportunity below the levels provided for by the terms of Sections 4.1 and 4.2 (taking into account any salary increases made from time to time in accordance with Section 4.1); (D) materially reduces the Employee's benefits under any employee benefit plan, program, or arrangement of the Company (other than a change that affects all employees similarly situated) from the level in effect upon the Employee's commencement of participation; or (FE) commits any other material breach of this Agreement, then such action (or inaction) by the Company, unless consented to in writing by the Employee, shall constitute a termination of the Employee's employment by the Company other than for Due Cause pursuant to Section 5.4 above. If, within thirty (30) days of learning of the action (or inaction) described herein as a basis for a constructive termination of employment, the Employee (unless he has given written consent thereto) notifies the Company in writing that he wishes to effect a constructive termination of his employment pursuant to this Section 5.5, and such action (or inaction) is not reversed or otherwise remedied by the Company within 30 days following receipt by the Company of such written notice, then effective at the end of such second 30 day period, the employment of the Employee hereunder shall be deemed to have terminated pursuant to Section 5.4 above.

Constructive Termination of Employment. by the Company without ---------------------------------------------- --------------- Due Cause ---------- Anything herein to the contrary notwithstanding, if the Company: (A) demotes or otherwise elects or appoints the Employee to a lesser office than set forth in Section 3.1 or fails to elect or appoint him to such position; (B) causes a material change in the nature or scope of the authorities, powers, functions, duties or responsibilities attached to the Employee's position as described in Section 3.1; (C) decreases the Employee's salary or annual bonus opportunity below the levels provided for by the terms of Sections 4.1 and 4.2 (taking into account any salary increases made from time to time in accordance with Section 4.1); (D) materially reduces the Employee's benefits under any employee benefit plan, program, or arrangement of the Company (other than a change that affects all employees similarly situated) from the level in effect upon the Employee's commencement of participation; or (FG) commits any other material breach of this Agreement, then such action (or inaction) by the Company, unless consented to in writing by the Employee, shall constitute a termination of the Employee's employment by the Company other than for Due Cause pursuant to Section 5.4 above. If, within thirty (30) days of learning of the action (or inaction) described herein as a basis for a constructive termination of employment, the Employee (unless he has given written consent thereto) notifies the Company in writing that he wishes to effect a constructive termination of his employment pursuant to this Section 5.5, and such action (or inaction) is not reversed or otherwise remedied by the Company within 30 days following receipt by the Company of such written notice, then effective at the end of such second 30 day period, the employment of the Employee hereunder shall be deemed to have terminated pursuant to Section 5.4 above.

Constructive Termination of Employment. If the Employee so elects, a termination by the Company without ---------------------------------------------- --------------- Due Cause ---------- Anything herein under Section 6(d) shall be deemed to have occurred upon the contrary notwithstanding, if occurrence of one or more of the Companyfollowing events without the EXPRESS written consent of the Employee: (A) demotes or otherwise elects or appoints the Employee to i. a lesser office than set forth in Section 3.1 or fails to elect or appoint him to such position; (B) causes a material significant change in the nature or scope of the authorities, powers, functions, duties or responsibilities attached to the Employee's position as described in Section 3.1;3; or ii. five percent (C5%) decreases reduction in the Employee's base salary or annual bonus opportunity below any change in the levels provided for method of calculating Employee's Bonus Compensation hereunder which would be detrimental to Employee in any respect; or iii. a material breach of the Agreement by the terms Company; or iv. a material reduction of Sections 4.1 and 4.2 (taking into account any salary increases made from time to time in accordance with Section 4.1); (D) materially reduces the Employee's benefits under any employee benefit plan, program, program or arrangement (for Employee individually or as part of a group) of the Company (other than a change that affects all employees similarly situated) from the level as then in effect upon or as in effect on the Employee's commencement Effective Date of participationthe Agreement, which reduction shall not be effectuated for similarly situated employees of the Company; or (F) commits any other material breach v. failure by a successor company to assume the obligations under the Agreement. vi. a change in the Executive principal office to a location outside the Broward and Palm Beach County, Florida area. Anything herein to the contrary notwithstanding, the Employee shall give written notice to the Board of this Agreement, then such action (or inaction) by Directors of the Company, unless consented to Company that the Employee believes an event has occurred which would result in writing by the Employee, shall constitute a termination Constructive Termination of the Employee's employment by under this Section 6(f), which written notice shall specify the particular act or acts, on the basis of which the Employee intends to so terminate the Employee's employment, and the Company other than for Due Cause pursuant to Section 5.4 above. Ifshall then be given the opportunity, within thirty fifteen (3015) days of learning its receipt of such notice to cure said event, provided, however, there shall be no time period permitted to cure a second or subsequent occurrence under this Section 6(f) (whether such second occurrence be of the action same or a different event specified in subsections (or inactioni) described herein as a basis for a constructive termination of employment, the Employee through (unless he has given written consent theretov) notifies the Company in writing that he wishes to effect a constructive termination of his employment pursuant to this Section 5.5, and such action (or inaction) is not reversed or otherwise remedied by the Company within 30 days following receipt by the Company of such written notice, then effective at the end of such second 30 day period, the employment of the Employee hereunder shall be deemed to have terminated pursuant to Section 5.4 above).