Common use of Constructive Termination Without Cause Clause in Contracts

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. (a) Resignation by Koblish the Executive for good reason ("Constructive Termination without Cause") shall mean a termination of Koblishthe Executive's employment at his her initiative following the occurrence, without Koblishthe Executive's written consent, of (iof(i) a material diminution in Koblishthe Executive's duties, responsibilities, authority or status, or a failure of Koblish the Executive to have a position reporting directly to the Board, (ii) a reduction in any amount of Koblishthe Executive's Base Salary, or Increased Base Salary, as applicable, (iii) the assignment to Koblish the Executive of duties or responsibilities which that are materially inconsistent with the duties, responsibilities, authority, or status of his her position as defined in Section 1.2 1.3 above or which materially impair Koblishthe Executive's ability to function in his her then current position, (iv) the Executive's removal as a member of the Board, or (ivv) a failure of the Company to comply with any of the material terms of this Agreement; provided, provided however, that a termination of the Executive's employment shall not constitute a Constructive Termination without Cause if the Company's action is in response to actions taken by the Executive that constitute Cause (other than as defined in the case of those actions or omissions set forth in clause (iiSection 5.1(c) 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 the Executive for execution. Upon the Executive's execution of the Release and agreement to be bound by Koblishand not rescind the terms of the Release, he she shall be entitled to receive all amounts and benefits to the same extent and at the same time as specified in Section 5.4(b5.2(b). In the event Koblish the Executive refuses to execute and agree to be bound by the terms of the Release (or revokes the Release), he she shall receive only the amounts and benefits to the same extent and at the same time as specified in Section 5.4(a5.2(a). (c) Prior to resigning under this Section, Koblish the 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, Koblish the Executive may resign immediately. The Company may not terminate Koblish the Executive pursuant to Section 5.3 5.1(c) or 5.4 5.2 subsequent to the date of the written notice provided pursuant to this Section 5.5(c5.3(c).

Constructive Termination Without Cause. (a) Resignation by Koblish Xxxxx for good reason ("“Constructive Termination without Cause"”) shall mean a termination of Koblish's Xxxxx’x employment at his initiative following the occurrence, without Koblish's Xxxxx’x written consent, of (i) a material diminution in Koblish's Xxxxx’x duties, responsibilities, authority or status, or a failure of Koblish Xxxxx to have a position reporting directly to the BoardCEO, (ii) a reduction in any amount of Koblish's Xxxxx’x Base Salary, or Increased Base Salary, as applicable, (iii) the assignment to Koblish Xxxxx 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 Xxxxx’x 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 Xxxxx for execution. Upon execution of the Release by KoblishXxxxx, 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 Xxxxx 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 Xxxxx 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 Xxxxx may resign immediately. The Company may not terminate Koblish Xxxxx 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. (a) Resignation by Koblish Xxxx for good reason ("“Constructive Termination without Cause"”) shall mean a termination of Koblish's Xxxx’x employment at his initiative following the occurrence, without Koblish's Xxxx’x written consent, of (i) a material diminution in Koblish's Xxxx’x duties, responsibilities, authority or status, or a failure of Koblish Xxxx to have a position reporting directly to the BoardCEO, (ii) a reduction in any amount of Koblish's Xxxx’x Base Salary, or Increased Base Salary, as applicable, (iii) the assignment to Koblish Xxxx 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 Xxxx’x 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 Xxxx for execution. Upon execution of the Release by KoblishXxxx, 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 Xxxx 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 Xxxx 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 Xxxx may resign immediately. The Company may not terminate Koblish Xxxx 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. (a) Resignation by Koblish for good reason ("“Constructive Termination without Cause"”) shall mean a termination of Koblish's ’s employment at his initiative following the occurrence, without Koblish's ’s written consent, of (i) a material diminution in Koblish's ’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 ’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 ’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. (a) Resignation by Koblish Xxxxx for good reason ("Constructive Termination without Cause") shall mean a termination of Koblish's Xxxxx'x employment at his initiative following the occurrence, without Koblish's Xxxxx'x written consent, of (i) a material diminution in Koblish's Xxxxx'x duties, responsibilities, authority or status, or a failure of Koblish Xxxxx to have a position reporting directly to the BoardCEO, (ii) a reduction in any amount of Koblish's Xxxxx'x Base Salary, or Increased Base Salary, as applicable, (iii) the assignment to Koblish Xxxxx 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 Xxxxx'x 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 Xxxxx for execution. Upon execution of the Release by KoblishXxxxx, 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 Xxxxx 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 Xxxxx 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 Xxxxx may resign immediately. The Company may not terminate Koblish Xxxxx pursuant to Section 5.3 or 5.4 subsequent to the date of the written notice provided pursuant to this Section 5.5(c).