Constructive Termination Without Cause. In the event that: (i) a Constructive Termination Without Cause occurs and (ii) Section 8(F) (change in control) does not apply, then the Executive shall have the same entitlements as provided under Section 8(D) for a termination by the Company without Cause.
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of President and Chief Executive Officer of the Company or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) miles of the Company's current location; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salary; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (vii) the notification by the Company of the Company's intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xi) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this Agreement. Any such termination shall be made by written notice to the Company specifying the event relied upon for such termination and given within sixty (60) days after such event. Any constructive termination shall be effective sixty (60) days after the date the Company has been given such written notice setting forth the grounds for such termination wi...
Constructive Termination Without Cause. Constructive Termination Without Cause" shall mean a termination of Executive's employment initiated by Executive not later than 12 months following the occurrence (not including any time during which an arbitration proceeding referenced below is pending), without Executive's prior written consent, of one or more of the following events (or the latest to occur in a series of events), and effected after giving the Company not less than 10 working days' written notice of the specific act or acts relied upon and right to cure:
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive’s employment under this Agreement may be terminated during the Employment Period by the Executive, which shall be deemed to be “Constructive Termination Without Cause,” if one of the following events shall occur without the written consent of the Executive: (i) a reduction in the Executive’s Base Salary; (ii) the failure of the Company to continue to provide Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive’s responsibilities to and position with the Company; (iii) the notification by the Company of the Company’s intention not to observe or perform one or more of the obligations of the Company under this Agreement; or (iv) the failure by the Company to indemnify, pay or reimburse Executive at the time and under the circumstances required by this Agreement. Any such termination pursuant to this Section shall be made by Executive providing written notice to the Company specifying the event relied upon for such termination and given within sixty (60) days after such event. Any constructive termination pursuant to this Section shall be effective sixty (60) days after the date Executive has given the Company such written notice setting forth the grounds for such termination with specificity; provided, however, that Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) days after such notice the action constituting such ground for termination has been cured and is no longer continuing.
Constructive Termination Without Cause. (a) Resignation by Koblish for good reason ("Constructive Termination without Cause") shall mean a termination of Koblish's employment at his initiative following the occurrence, without Koblish's written consent, of (i) a material diminution in Koblish's duties, responsibilities, authority or status, or a failure of Koblish to have a position reporting directly to the Board, (ii) a reduction in any amount of Koblish's Base Salary, or Increased Base Salary, as applicable, (iii) the assignment to Koblish of duties or responsibilities which are materially inconsistent with the duties, responsibilities, authority, or status of his position as defined in Section 1.2 above or which materially impair Koblish's ability to function in his then current position, or (iv) a failure of the Company to comply with any of the material terms of this Agreement, provided that (other than in the case of those actions or omissions set forth in clause (ii) above) the Company shall have been given reasonably detailed notice that such an event constituting cause for termination has occurred and shall have been given at least 30 days opportunity to take remedial action but shall have failed or refused to do so.
(b) In the event of a Constructive Termination Without Cause, the Company shall prepare and execute the Release and present the Release to Koblish for execution. Upon execution of the Release by Koblish, he shall be entitled to receive all amounts and benefits to the same extent and at the same time as specified in Section 5.4(b). In the event Koblish refuses to execute the Release (or revokes the Release), he shall receive only the amounts and benefits to the same extent and at the same time as specified in Section 5.4(a).
(c) Prior to resigning under this Section, Koblish shall give written notice to the Board and offer a 30-day period for the Company to cure. If no cure has been effected by the end of the applicable cure period, Koblish may resign immediately. The Company may not terminate Koblish pursuant to Section 5.3 or 5.4 subsequent to the date of the written notice provided pursuant to this Section 5.5(c).
Constructive Termination Without Cause. In case of Constructive Termination without Cause, the Consultant shall be entitled to (i) payment of any due but unpaid portion of the Base Fee through the date of such termination and (ii) a pro rata number of the total shares issuable pursuant to §8.3 above based upon the percentage of the Initial Term served prior to the date of such termination.
Constructive Termination Without Cause. It is expressly acknowledged and understood that the foregoing grant of stock is subject to approval of the board of directors (or appropriate committee thereof) of the Company, and that the issuance of such stock will be subject to the Company obtaining such approval.
Constructive Termination Without Cause. “Constructive Termination Without Cause” shall mean a termination of the Consultant initiated by the Consultant not later than six (6) months following the occurrence, without the Consultant’s prior written consent, of one or more of the following events (or the latest to occur in a series of events):
Constructive Termination Without Cause. (a) Resignation by Executive for good reason ("Constructive Termination Without Cause") shall mean a termination of Executive's employment at his initiative following the occurrence, without Executive's written consent, of (i) a material diminution in Executive's duties, responsibilities, authority, or status, or a failure of Executive to have a position reporting directly to the Board, (ii) a reduction in any amount of Executive's Base Salary, (iii) the assignment to Executive of duties or obligations which are materially inconsistent with the duties, responsibilities, authority, or status of his position as defined in Section 1.2 above or which materially impair Executive's ability to function in his then current position, or (iv) a failure of the Company to comply with any of the material terms of this Agreement.
(b) In the event of a Constructive Termination Without Cause, if Executive executes (and does not revoke) the Release as to all claims specified in Section 5.4(b), Executive shall be entitled to receive all amounts and benefits to the same extent and at the same time as specified in Section 5.4(b). In the event Executive refuses to execute the Release (or revokes the Release), he shall receive only the amounts and benefits to the same extent and at the same time as specified in Section 5.4(a).
(c) Prior to resigning under this Section, Executive shall give written notice to the Board and offer a 30-day period for the Company to cure. If no cure has been effected by the end of the applicable cure period, Executive may resign immediately in accordance with the provisions of subsections (a) and (b) above.
Constructive Termination Without Cause. (a) Constructive Termination Without Cause shall mean a termination of the Executive's employment at his initiative following the occurrence, without the Executive's written consent, of one or more of the following events:
i) a reduction in Executive's then current Base Salary;
ii) a material diminution in Executive's duties, title, responsibilities, authority as President and Chief Operating Officer or the assignment to Executive of duties which are materially inconsistent with his duties or which materially impair the Executive's ability to function in his then current position; and
iii) a requirement by the Company that Executive move his residence from San Diego, California, or from any other area to which he may have voluntarily moved with the Company's prior written consent.
(b) In the event of a Constructive Termination Without Cause, Executive shall be entitled to receive the Severance Package.
