Constructive Termination. The Executive may terminate the Executive’s employment hereunder during the Change of Control Severance Period upon the occurrence of one or more of the following events (regardless of whether any other reason, other than Cause, for such termination exists or has occurred, including without limitation other employment), in which case the Executive shall be entitled to the benefits provided under Section 4(a) hereof: (i) failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent office or position, which the Executive held immediately prior to the Change of Control; (ii) (A) a material adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position that the Executive held immediately prior to the Change of Control; (B) a reduction in the Executive’s base salary from the rates in effect immediately prior to the Change of Control or a material modification in the scope of the Executive’s right to participate in any bonus program offered to similarly-situated employees; or (C) the termination or denial of the Executive’s rights to Benefits at least as great in the aggregate as are payable thereunder immediately prior to the Change of Control or a reduction in the scope or value thereof other than a general reduction applicable to all similarly-situated employees; (iii) a change in circumstances following the Change of Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change of Control, which has rendered the Executive unable to carry out any material portion of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change of Control, which situation is not remedied within 30 calendar days after written notice of such change given by the Executive; (iv) the liquidation, dissolution, merger, consolidation or reorganization of FTD or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of FTD under this Agreement; or (v) the Executive is required to have his principal location of work changed to any location that is in excess of 50 miles from the Executive’s principal location of work immediately prior to the Change of Control. For purposes of this Agreement:
Appears in 10 contracts
Samples: Employment Agreement (FTD Inc), Employment Agreement (FTD Inc), Employment Agreement (FTD Inc)
Constructive Termination. The Executive may terminate If prior to the Executive’s employment hereunder during the Change of Control Severance Period upon the occurrence of one or more expiration of the following events (regardless Term of whether any other reasonthis Agreement, other than Cause, for such termination exists or has occurred, including without limitation other employment), in which case the Executive shall be entitled to the benefits provided under Section 4(a) hereofEmployer:
(ia) failure to elect terminates the employment of the Employee other than for Due Cause as a result of the death of the Employee or reelect or otherwise to maintain the Executive in the office or the position, or because of a substantially equivalent office or position, which the Executive held immediately prior to the Change of ControlDisability;
(iib) demotes the Employee to a lesser position than as provided in Section 3 of this Agreement (A) including a material adverse change diminution in the nature or scope status of the Employee's responsibilities, authorities, powerspowers or duties);
(c) decreases the Employee's Base Salary and benefits below the levels provided for by the terms of Sections 5, functions6 and 7 of this Agreement (other than as a result of any amendment or termination of any employee and/or group or senior executive benefit, responsibilities bonus and/or stock option plan which amendment or duties attached termination is applicable to the position that the Executive held immediately prior to the Change of Control; (B) a reduction in the Executive’s base salary from the rates in effect immediately prior to the Change of Control all employees or a material modification in the scope executives of the Executive’s right Employer, as the case may be, eligible to participate in any bonus program offered to similarly-situated employees; or (C) the termination or denial of the Executive’s rights to Benefits at least as great in the aggregate as are payable thereunder immediately such plan prior to the Change of Control or a reduction in the scope or value thereof other than a general reduction applicable to all similarly-situated employeesits termination);
(iiid) a change in circumstances following assigns to the Change of Control, including, without limitation, a change in Employee any duties materially inconsistent with the scope status and responsibilities of the business or other activities position provided for which the Executive was responsible immediately prior to the Change in Section 2 of Control, which has rendered the Executive unable to carry out any material portion of the authorities, powers, functions, responsibilities or duties attached to the position held this Agreement and such action is not cured by the Executive immediately prior to the Change of Control, which situation is not remedied Employer within 30 calendar 15 days after receipt of written notice from the Employee specifying in reasonable detail the nature of such change given by the Executive;
(iv) the liquidation, dissolution, merger, consolidation or reorganization of FTD or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of FTD under this Agreementinconsistency; or
(ve) materially breaches any provision of this Agreement and such breach is not cured by the Executive is required Employer within 15 days after receipt of written notice from the Employee specifying in reasonable detail the nature of the breach, then such action by the Employer, unless consented to in writing by the Employee, shall be deemed to be a Constructive Termination by the Employer of the Employee's employment ("Constructive Termination"); provided, however, that except in the case of clause (a) above, no Constructive Termination shall be deemed to have his principal location occurred unless the Employee notifies the Employer of work changed the Employee's election to any location that is in excess treat such event as a Constructive Termination within 30 days of 50 miles from the Executive’s principal location occurrence of work immediately prior to the Change of Control. For purposes of this Agreement:such event.
Appears in 6 contracts
Samples: Employment Agreement (McKenzie Bay International), Employment Agreement (McKenzie Bay International), Employment Agreement (McKenzie Bay International LTD)
Constructive Termination. If at any time during the term of this Agreement, except in connection with a "for-cause" termination pursuant to paragraph (d) of this Section 4, the Executive is Constructively Discharged (as hereinafter defined), then the Executive shall have the right, by written notice to the Employer given within one hundred and twenty (120) days of such Constructive Discharge, to terminate his services hereunder, effective as of thirty (30) days after such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Sections 5 and 6 hereof. The Executive may terminate shall in such event be entitled to a Termination Payment of Base Salary and Performance Bonus compensation as well as all of the Executive’s Post-Termination Perquisites and Benefits, as if such termination of his employment hereunder during had been effectuated pursuant to paragraph (b) of this Section 4. For purposes of this Agreement, the Change of Control Severance Period Executive shall be deemed to have been "Constructively Discharged" upon the occurrence of any one or more of the following events (regardless of whether any other reason, other than Cause, for such termination exists or has occurred, including without limitation other employment), in which case the Executive shall be entitled to the benefits provided under Section 4(a) hereofevents:
(i) failure to elect or reelect or otherwise to maintain the The Executive in the office or the positionis not re-elected to, or is removed from, the position with the Employer as set forth in Section 2 hereof, other than as a substantially equivalent office result of the Executive's election or position, which the Executive held immediately prior appointment to the Change positions of Control;equal or superior scope and responsibility; or
(ii) (A) a material adverse change in The Executive shall fail to be vested by the nature or scope of Employer with the authorities, powers, functions, responsibilities or duties attached authority and support services normally attendant to the position that the Executive held immediately prior to the Change any of Controlsaid offices; (B) a reduction in the Executive’s base salary from the rates in effect immediately prior to the Change of Control or a material modification in the scope of the Executive’s right to participate in any bonus program offered to similarly-situated employees; or (C) the termination or denial of the Executive’s rights to Benefits at least as great in the aggregate as are payable thereunder immediately prior to the Change of Control or a reduction in the scope or value thereof other than a general reduction applicable to all similarly-situated employees;or
(iii) a change in circumstances following The Employer shall notify the Change Executive that the employment of Control, including, without limitation, a change the Executive will be terminated or materially modified in the scope of the business future or other activities for which that the Executive was responsible immediately prior to will be Constructively Discharged in the Change of Control, which has rendered the Executive unable to carry out any material portion of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change of Control, which situation is not remedied within 30 calendar days after written notice of such change given by the Executive;future; or
(iv) The Employer changes the liquidationprimary employment location of the Executive to a place that is more than fifty (50) miles from the primary employment location, dissolution0000 Xxxxxx Xxxx Xxxxx, mergerXxxxxxxx, consolidation or reorganization Xxxxxxxx 00000, as of FTD or transfer the Effective Date of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of FTD under this Agreement; or
(v) the Executive is required to have his principal location The Employer otherwise commits a material breach of work changed to any location that is in excess of 50 miles from the Executive’s principal location of work immediately prior to the Change of Control. For purposes of its obligations under this Agreement:.
Appears in 5 contracts
Samples: Employment Agreement (Corporate Office Properties Trust), Employment Agreement (Corporate Office Properties Trust), Employment Agreement (Corporate Office Properties Trust)
Constructive Termination. The Executive You may terminate the Executive’s your employment hereunder during the Change of Control Severance Period upon the occurrence of one or more of the following events (regardless of whether any other reason, other than Causecause, for such termination exists or has occurred, including without limitation other employment), in which case the Executive you shall be entitled to the benefits provided under Section 4(a) hereofthe heading “Severance Following a Change of Control” below:
(i) failure to elect or reelect or otherwise to maintain the Executive you in the office or the position, or a substantially equivalent office or position, which the Executive you held immediately prior to the Change of Control;
(ii) (A) a material adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position that the Executive you held immediately prior to the Change of Control; (B) a reduction in the Executive’s your base salary from the rates in effect immediately prior to the Change of Control or a material modification in the scope of the Executive’s your right to participate in any bonus program offered to similarly-situated employees; or (C) the termination or denial of the Executive’s your rights to Benefits additional employment-related benefits that are made available from time to time to employees of FTD at comparable levels to you at least as great in the aggregate as are payable thereunder immediately prior to the Change of Control or a reduction in the scope or value thereof other than a general reduction applicable to all similarly-situated employees;
(iii) a change in circumstances following the Change of Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was you were responsible immediately prior to the Change of Control, which has rendered the Executive you unable to carry out any material portion of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive you immediately prior to the Change of Control, which situation is not remedied within 30 calendar days after written notice of such change given by the Executiveyou;
(iv) the liquidation, dissolution, merger, consolidation or reorganization of FTD or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of FTD under this Agreement; or
(v) the Executive is you are required to have his your principal location of work changed to any location that is in excess of 50 miles from the Executive’s your principal location of work immediately prior to the Change of Control. For purposes of this Agreement:.
Appears in 2 contracts
Samples: Letter Agreement (FTD Inc), Letter Agreement (FTD Inc)
Constructive Termination. The Executive may terminate the Executive’s employment hereunder during the Change For purposes of Control Severance Period upon the occurrence of one or more of the following events this Agreement, Constructive Termination shall mean a situation where (regardless of whether any other reason, other than Cause, for such termination exists or has occurred, including without limitation other employment), in which case the Executive shall be entitled to the benefits provided under Section 4(aA) hereof:
(i) failure to elect or reelect or otherwise to maintain the Executive in is no longer serving as Senior Vice President and Chief Financial Officer, or other executive position, reporting to the office Chief Executive Officer or President, the Executive is not timely paid his compensation under this Agreement or the positionassignment to the Executive of any duties or responsibilities which are inconsistent with the status, title, position or responsibilities of such positions (which assignment is not rescinded after the Company receives written notice from the Executive providing a substantially equivalent office reasonable description of such inconsistency); (ii) the Company's headquarters being outside of the greater Atlanta area or position, the Company requiring the Executive to be based at any place outside a 30-mile radius from the principal location from which the Executive held immediately prior to the Change of Control;
(ii) (A) a material adverse change in the nature or scope served as an employee of the authorities, powers, functions, responsibilities or duties attached to the position that the Executive held Company immediately prior to the Change of Control; (Biii) after a reduction Change of Control the failure by the Company to provide the Executive with compensation and benefits substantially comparable, in the Executive’s base salary from aggregate, to those provided for under the rates employee benefit plans, programs and practices in effect immediately prior to the Change of Control (other than stock option and other equity based compensation plans); (iv) after a change of Control the insolvency or the filing (by any party including the Company) of a material modification in the scope petition for bankruptcy of the Executive’s right to participate in any bonus program offered to similarly-situated employeesCompany; or (Cv) the termination or denial of the Executive’s rights to Benefits at least as great in the aggregate as are payable thereunder immediately prior to the Change of Control or after a reduction in the scope or value thereof other than a general reduction applicable to all similarly-situated employees;
(iii) a change in circumstances following the Change of Control, including, without limitation, a change in the scope failure of the business Company to obtain an agreement from any successor or other activities for which assignee of the Company to assume and agree to perform this Agreement unless such successor or assignee is bound to the performance of this Agreement as a matter of law; provided however, that the aforementioned situations will not be deemed to be a Constructive Termination hereunder until such time as the Executive was responsible immediately prior has given written notice to the Change of Control, which has rendered the Chief Executive unable to carry out any material portion Officer or President of the authoritiessituation constituting a "Constructive Termination" hereunder, powers, functions, responsibilities and the Chief Executive Officer or duties attached President has failed to the position held by the Executive immediately prior to the Change of Control, which cure such situation is not remedied within 30 calendar thirty (30) days after written notice following receipt of such change given by the Executive;
written notice, and (iv) the liquidation, dissolution, merger, consolidation or reorganization of FTD or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of FTD under this Agreement; or
(vB) the Executive is required to have terminates his principal location of work changed to any location that is in excess of 50 miles from employment with the Executive’s principal location of work immediately prior to the Change of Control. For purposes of this Agreement:Company.
Appears in 2 contracts
Samples: Severance and Non Competition Agreement (Manhattan Associates Inc), Severance and Non Competition Agreement (Manhattan Associates Inc)
Constructive Termination. The Executive may terminate the Executive’s 's employment hereunder during the Change of Control Severance Period upon the occurrence of one or more of the following events (regardless of whether any other reason, other than Cause, for such termination exists or has occurred, including without limitation other employment), in which case the Executive shall be entitled to the benefits provided under Section 4(a) hereof:
(i) failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent office or position, which the Executive held immediately prior to the Change of Control;
(ii) (A) a material adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position that the Executive held immediately prior to the Change of Control; (B) a reduction in the Executive’s 's base salary from the rates in effect immediately prior to the Change of Control or a material modification in the scope of the Executive’s 's right to participate in any bonus program offered to similarly-situated employees; or (C) the termination or denial of the Executive’s 's rights to Benefits at least as great in the aggregate as are payable thereunder immediately prior to the Change of Control or a reduction in the scope or value thereof other than a general reduction applicable to all similarly-situated employees;
(iii) a change in circumstances following the Change of Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change of Control, which has rendered the Executive unable to carry out any material portion of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change of Control, which situation is not remedied within 30 calendar days after written notice of such change given by the Executive;
(iv) the liquidation, dissolution, merger, consolidation or reorganization of FTD or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of FTD under this Agreement; or
(v) the Executive is required to have his principal location of work changed to any location that is in excess of 50 miles from the Executive’s 's principal location of work immediately prior to the Change of Control. For purposes of this Agreement:
Appears in 2 contracts
Samples: Employment Agreement (FTD Inc), Employment Agreement (FTD Inc)
Constructive Termination. The Executive may terminate the Executive’s employment hereunder during the Change of Control Severance Period upon the occurrence of one or more of the following events (regardless of whether any other reason, other than Cause, for such termination exists or has occurred, including without limitation other employment), in which case the Executive shall be entitled to the benefits provided under Section 4(a) hereof:
(i) failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent office or position, which the Executive held immediately prior to the Change of Control;
(ii) (A) a material adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position that the Executive held immediately prior to the Change of Control; (B) a reduction in the Executive’s base salary from the rates in effect immediately prior to the Change of Control or a material modification in the scope of the Executive’s right to participate in any bonus program offered to similarly-situated employees; or (C) the termination or denial of the Executive’s rights to Benefits at least as great in the aggregate as are payable thereunder immediately prior to the Change of Control or a reduction in the scope or value thereof other than a general reduction applicable to all similarly-situated employees;
(iii) a change in circumstances following the Change of Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change of Control, which has rendered the Executive unable to carry out any material portion of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change of Control, which situation is not remedied within 30 calendar days after written notice of such change given by the Executive;
(iv) the liquidation, dissolution, merger, consolidation or reorganization of FTD or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of FTD under this Agreement; or
(v) the Executive is required to have his principal location of work changed to any location that is in excess of 50 miles from the Executive’s principal location of work immediately prior to the Change of Control. For purposes of this Agreement:
Appears in 2 contracts
Samples: Employment Agreement (FTD Inc), Employment Agreement (FTD Inc)
Constructive Termination. If at any time during the term of this Agreement, except in connection with a "for-cause" termination pursuant to paragraph (d) of this Section 3, the Executive is Constructively Discharged (as hereinafter defined), then the Executive shall have the right, by written notice to the Employer given within one hundred and twenty (120) days of such Constructive Discharge, to terminate his services hereunder, effective as of thirty (30) days after such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Section 5 hereof. The Executive may terminate shall in such event be entitled to a Lump Sum Payment of Base Salary and Performance Bonus compensation as well as all of the Executive’s Post-Termination Prerequisites and Benefits, as if such termination of his employment hereunder during had been effectuated pursuant to paragraph (b) of this Section 3. For purposes of this Agreement, the Change of Control Severance Period Executive shall be deemed to have been "Constructively Discharged" upon the occurrence of any one or more of the following events (regardless of whether any other reason, other than Cause, for such termination exists or has occurred, including without limitation other employment), in which case the Executive shall be entitled to the benefits provided under Section 4(a) hereof:events.
(i) failure to elect or reelect or otherwise to maintain the The Executive in the office or the positionis not re-elected to, or is removed from, both of the positions with the Employer set forth in Section I hereof, other than as a substantially equivalent office result of the Executive's election or position, which the Executive held immediately prior appointment to the Change positions of Control;equal or superior scope and responsibility; or
(ii) (A) a material adverse change in The Executive shall fail to be vested by the nature or scope of Employer with the authorities, powers, functions, responsibilities or duties attached authority and support services normally attendant to the position that the Executive held immediately prior to the Change any of Controlsaid offices; (B) a reduction in the Executive’s base salary from the rates in effect immediately prior to the Change of Control or a material modification in the scope of the Executive’s right to participate in any bonus program offered to similarly-situated employees; or (C) the termination or denial of the Executive’s rights to Benefits at least as great in the aggregate as are payable thereunder immediately prior to the Change of Control or a reduction in the scope or value thereof other than a general reduction applicable to all similarly-situated employees;or
(iii) a change in circumstances following The Employer shall notify the Change Executive that the employment of Control, including, without limitation, a change the Executive will be terminated or materially modified in the scope of the business future or other activities for which that the Executive was responsible immediately prior to will be Constructively Discharged in the Change of Control, which has rendered the Executive unable to carry out any material portion of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change of Control, which situation is not remedied within 30 calendar days after written notice of such change given by the Executive;future; or
(iv) The Employer changes the liquidation, dissolution, merger, consolidation or reorganization primary employment location of FTD or transfer the Executive to a place that is more than fifty (50) miles from the primary employment location as of all or substantially all the Effective Date of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of FTD under this Agreement; or
(v) the Executive is required to have his principal location The Employer otherwise commits a material breach of work changed to any location that is in excess of 50 miles from the Executive’s principal location of work immediately prior to the Change of Control. For purposes of its obligations under this Agreement:.
Appears in 2 contracts
Samples: Employment Agreement (Hamlin Clay W Iii), Employment Agreement (Royale Investments Inc)
Constructive Termination. The Executive may terminate If prior to the Executive’s employment hereunder during the Change of Control Severance Period upon the occurrence of one or more expiration of the following events (regardless Term of whether any other reasonthis Agreement, other than Cause, for such termination exists or has occurred, including without limitation other employment), in which case the Executive shall be entitled to the benefits provided under Section 4(a) hereofEmployer:
(ia) failure to elect terminates the employment of the Employee other than for Due Cause as a result of the death of the Employee or reelect or otherwise to maintain the Executive in the office or the position, or because of a substantially equivalent office or position, which the Executive held immediately prior to the Change of ControlDisability;
(iib) demotes the Employee to a lesser position than as provided in Section 3 of this Agreement (A) including a material adverse change diminution in the nature or scope status of the Employee’s responsibilities, authorities, powerspowers or duties);
(c) decreases the Employee’s Base Salary and benefits below the levels provided for by the terms of Sections 5, functions6 and 7 of this Agreement (other than as a result of any amendment or termination of any employee and/or group or senior executive benefit, responsibilities bonus and/or stock option plan which amendment or duties attached termination is applicable to the position that the Executive held immediately prior to the Change of Control; (B) a reduction in the Executive’s base salary from the rates in effect immediately prior to the Change of Control all employees or a material modification in the scope executives of the Executive’s right Employer, as the case may be, eligible to participate in any bonus program offered to similarly-situated employees; or (C) the termination or denial of the Executive’s rights to Benefits at least as great in the aggregate as are payable thereunder immediately such plan prior to the Change of Control or a reduction in the scope or value thereof other than a general reduction applicable to all similarly-situated employeesits termination);
(iiid) a change in circumstances following assigns to the Change of Control, including, without limitation, a change in Employee any duties materially inconsistent with the scope status and responsibilities of the business or other activities position provided for which the Executive was responsible immediately prior to the Change in Section 2 of Control, which has rendered the Executive unable to carry out any material portion of the authorities, powers, functions, responsibilities or duties attached to the position held this Agreement and such action is not cured by the Executive immediately prior to the Change of Control, which situation is not remedied Employer within 30 calendar 15 days after receipt of written notice from the Employee specifying in reasonable detail the nature of such change given by the Executive;
(iv) the liquidation, dissolution, merger, consolidation or reorganization of FTD or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of FTD under this Agreementinconsistency; or
(ve) materially breaches any provision of this Agreement and such breach is not cured by the Executive is required Employer within 15 days after receipt of written notice from the Employee specifying in reasonable detail the nature of the breach, then such action by the Employer, unless consented to in writing by the Employee, shall be deemed to be a Constructive Termination by the Employer of the Employee’s employment (“Constructive Termination”); provided, however, that except in the case of clause (a) above, no Constructive Termination shall be deemed to have his principal location occurred unless the Employee notifies the Employer of work changed the Employee’s election to any location that is in excess treat such event as a Constructive Termination within 90 days of 50 miles from the Executive’s principal location occurrence of work immediately prior to the Change of Control. For purposes of this Agreement:such event.
Appears in 2 contracts
Samples: Employment Agreement (McKenzie Bay International LTD), Employment Agreement (McKenzie Bay International LTD)
Constructive Termination. The Executive may terminate (1) If the Executive’s employment hereunder during the Change of Control Severance Period upon the occurrence of one or more of the following events (regardless of whether any other reason, other than Cause, for such termination exists or has occurred, including without limitation other employment), in which case the Executive shall be entitled to the benefits provided under Section 4(a) hereof:
Company (i) failure to elect or reelect or otherwise to maintain terminates the employment of the Executive in the office other than for Due Cause or the positionbecause of a Disability, or a substantially equivalent office or position, which the Executive held immediately prior to the Change of Control;
(ii) (A) a material adverse materially changes the Executive's function, duties, or responsibilities, which change in would cause the nature Executive's position with the Company to become of less dignity, responsibility, importance or scope of the authorities, powers, functions, responsibilities or duties attached to than the position that the Executive held immediately prior to the Change of Control; (B) a reduction in the Executive’s base salary from the rates in effect immediately prior to the Change of Control or a material modification in the scope of the Executive’s right to participate in any bonus program offered to similarly-situated employees; or (C) the termination or denial of the Executive’s rights to Benefits at least as great in the aggregate as are payable thereunder immediately prior to the Change of Control or a reduction in the scope or value thereof other than a general reduction applicable to all similarly-situated employees;
(iii) a change in circumstances following the Change of Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change of Control, which has rendered the Executive unable to carry out any material portion of the authorities, powers, functions, and responsibilities or duties attached to the position held by the Executive immediately prior to such change, (iii) decreases the Change Executive's Base Salary below the level provided for by the terms of ControlSection 5(a) or reduces the employee benefits and perquisites below the level provided for by the terms of Section 5(b) (other than as a result of any amendment or termination of any employee and/or group or executive benefit plan, which situation amendment or termination is not remedied within 30 calendar days after written notice applicable to all executives of such change given by the Executive;
Company), or (iv) fails prior to the liquidationeffectiveness of any succession (whether direct or indirect, dissolutionby purchase, merger, consolidation or reorganization of FTD or transfer of otherwise) to cause any successor to all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place, then any such action by the Company, unless consented to in writing by the Executive, shall be deemed to be a constructive termination by the Company of the Executive's employment (directly or by operation of law) shall have assumed all duties and obligations of FTD under this Agreement; or"Constructive Termination").
(v2) In the event of a Constructive Termination, this Agreement (other than this Section 6(e) and Sections 7 and 8) shall terminate on the date of Constructive Termination and the Executive is required shall be entitled to have (i) his principal location Base Salary through the end of work changed the month in which the Constructive Termination occurs, (ii) an amount equal to any location that is in excess of 50 miles from twice the Executive’s principal location 's most recent Base Salary, and (iii) an amount equal to the sum of work immediately the annual bonuses paid the Executive in each of the three calendar years prior to the Change calendar year in which the Constructive Termination occurs divided by three.
(3) Any amount payable to the Executive pursuant to section 6(e)(2)(i) above shall be paid on the last day of Controlthe month in which the Constructive Termination occurs. For purposes of this Agreement:Any amounts payable to the Executive pursuant to Sections 6(e)(2)(ii) or 6(e)(2)(iii) above shall be paid in one cash payment within 30 days after the Constructive Termination occurs.
Appears in 1 contract
Constructive Termination. The Executive may terminate the Subject to Section 6(e), Executive’s 's employment hereunder during the Change of Control Severance Period may be terminated by Executive (a "Constructive Termination") upon the occurrence of one or more first to occur of the following events which, with respect to subsections (regardless of whether any other reason, other than Cause, for such termination exists or has occurred, including without limitation other employmenti) through (vi), in which case the is not fully corrected upon ten (10) days written notice from Executive shall be entitled to the benefits provided under Section 4(a) hereof:Company.
(i) failure the assignment to elect or reelect or otherwise to maintain Executive of any duties inconsistent with the Executive position in the office or Company that Executive on the positionCommencement Date, or a substantially equivalent office significant adverse alteration in the nature or positionstatus of Executive's responsibilities or the conditions of Executive's employment from those in effect on the Commencement Date; provided, however, that any change in reporting obligations which is reasonably required to conform to changes in the Executive held immediately prior to the Company's management structure following a Change of ControlControl shall not be deemed a Constructive Termination for purposes of this clause (d)(i);
(ii) (A) a material adverse change the Company's reduction of Executive's annual base salary as in effect on the nature or scope Commencement Date except for across-the-board salary reductions similarly affecting all management personnel of the authoritiesCompany and all management personnel of any person (including, powerswithout limitation, functionsany individual, responsibilities corporation, partnership, limited liability company, joint venture, government agency or duties attached to the position that the Executive held immediately prior to the Change of Control; (Binstrumentality or any other entity) a reduction in the Executive’s base salary from the rates in effect immediately prior to the Change of Control or a material modification in the scope control of the Executive’s right to participate in any bonus program offered to similarly-situated employees; or (C) the termination or denial of the Executive’s rights to Benefits at least as great in the aggregate as are payable thereunder immediately prior to the Change of Control or a reduction in the scope or value thereof other than a general reduction applicable to all similarly-situated employeesCompany;
(iii) a change in circumstances following the Change of Control, including, without limitation, a change in the scope relocation of the Company's offices at which Executive is principally employed on the Commencement Date to a location more than 25 miles from such location or the Company's requiring Executive to be based anywhere other than the Company's offices at such location except for required travel on the Company's business or other activities for which the Executive was responsible immediately prior to the Change of Control, which has rendered the Executive unable to carry out any material portion of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change of Control, which situation is not remedied within 30 calendar days after written notice of such change given by the an extent substantially consistent with Executive's present business travel obligations;
(iv) the liquidation, dissolution, merger, consolidation Company's failure to pay to Executive any portion of Executive's current compensation or reorganization to pay to Executive any portion of FTD or transfer an installment of all or substantially all deferred compensation under any deferred compensation program of its business and/or assets, unless the successor or successors Company within seven (by liquidation, merger, consolidation, reorganization, transfer or otherwise7) to which all or substantially all days of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of FTD under this Agreement; orthe date such compensation is due;
(v) the Company's failure to continue in effect any material compensation or benefit plan in which Executive is required to have his principal location of work changed to any location that is in excess of 50 miles from the Executive’s principal location of work participates immediately prior to the Change in Control, unless an equitable arrangement has been made with respect to such plan, or the Company's failure to continue Executive's participation therein (or in any substitute or alternative plan) on a basis not materially less favorable, both in terms of Control. For purposes the amount of benefits provided and the level of Executive's participation relative to other participants, as existed on the date of the Merger;
(vi) the Company's failure to continue to provide Executive with benefits substantially similar to those enjoyed by Executive under any of the Company's life insurance, medical, health and accident, or disability plans in which Executive was participating on the Commencement Date, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits, or the failure by the Company to provide Executive with the number of paid vacation days to which Executive is entitled in accordance with the Company's vacation policy for Executive as in effect on the Commencement Date; or
(vii) the Company's failure to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement:.
Appears in 1 contract
Constructive Termination. If at any time during the term of this Agreement, except in connection with a "for-cause" termination pursuant to paragraph (d) of this Section 3, the Executive is Constructively Discharged (as hereinafter defined), then the Executive shall have the right, by written notice to the Employer given within one hundred and twenty (120) days of such Constructive Discharge, to terminate his services hereunder, effective as of thirty (30) days after such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Section 5 hereof. The Executive may terminate shall in such event be entitled to a Lump Sum Payment of Base Salary and Performance Bonus compensation as well as all of the Executive’s Post-Termination Prerequisites and Benefits, as if such termination of his employment hereunder during had been effectuated pursuant to paragraph (b) of this Section 3. For purposes of this Agreement, the Change of Control Severance Period Executive shall be deemed to have been "Constructively Discharged" upon the occurrence of any one or more of the following events (regardless of whether any other reason, other than Cause, for such termination exists or has occurred, including without limitation other employment), in which case the Executive shall be entitled to the benefits provided under Section 4(a) hereofevents:
(i) failure to elect or reelect or otherwise to maintain the The Executive in the office or the positionis not re-elected to, or is removed from, the position with the Employer set forth in Section 1 hereof, other than as a substantially equivalent office result of the Executive's election or position, which the Executive held immediately prior appointment to the Change positions of Control;equal or superior scope and responsibility; or
(ii) (A) a material adverse change in The Executive shall fail to be vested by the nature or scope of Employer with the authorities, powers, functions, responsibilities or duties attached authority and support services normally attendant to the position that the Executive held immediately prior to the Change any of Controlsaid offices; (B) a reduction in the Executive’s base salary from the rates in effect immediately prior to the Change of Control or a material modification in the scope of the Executive’s right to participate in any bonus program offered to similarly-situated employees; or (C) the termination or denial of the Executive’s rights to Benefits at least as great in the aggregate as are payable thereunder immediately prior to the Change of Control or a reduction in the scope or value thereof other than a general reduction applicable to all similarly-situated employees;or
(iii) a change in circumstances following The Employer shall notify the Change Executive that the employment of Control, including, without limitation, a change the Executive will be terminated or materially modified in the scope of the business future or other activities for which that the Executive was responsible immediately prior to will be Constructively Discharged in the Change of Control, which has rendered the Executive unable to carry out any material portion of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change of Control, which situation is not remedied within 30 calendar days after written notice of such change given by the Executive;future; or
(iv) The Employer changes the liquidationprimary employment location of the Executive to a place that is more than fifty (50) miles from the primary employment location, dissolution0000 Xxxxxx Xxxx Xxxxx, mergerXxxxxxxx Xxxxxxxx 00000, consolidation or reorganization as of FTD or transfer the Effective Date of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of FTD under this Agreement; or
(v) the Executive is required to have his principal location The Employer otherwise commits a material breach of work changed to any location that is in excess of 50 miles from the Executive’s principal location of work immediately prior to the Change of Control. For purposes of its obligations under this Agreement:.
Appears in 1 contract
Samples: Employment Agreement (Corporate Office Properties Trust)
Constructive Termination. If at any time during the term of this Agreement, except in connection with a "for-cause" termination pursuant to paragraph (d) of this Section 3, the Executive is Constructively Discharged (as hereinafter defined), then the Executive shall have the right, by written notice to the Employer given within one hundred and twenty (120) days of such Constructive Discharge, to terminate his services hereunder, effective as of thirty (30) days after such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Section 5 hereof. The Executive may terminate shall in such event be entitled to a Lump Sum Payment of Base Salary and Performance Bonus compensation [subject to the Executive’s Age-Based Adjustments set forth in Section 3(h) below], as well as, up to (and terminating as of) the Retirement Date, all of the Post-Termination Perquisites and Benefits, as if such termination of his employment hereunder during had been effectuated pursuant to paragraph (b) of this Section 3. For purposes of this Agreement, the Change of Control Severance Period Executive shall be deemed to have been "Constructively Discharged" upon the occurrence of any one or more of the following events (regardless of whether any other reason, other than Cause, for such termination exists or has occurred, including without limitation other employment), in which case the Executive shall be entitled to the benefits provided under Section 4(a) hereofevents:
(i) failure to elect or reelect or otherwise to maintain the The Executive in the office or the positionis not re-elected to, or is removed from, both of the positions with the Employer set forth in Section 1 hereof, other than as a substantially equivalent office result of the Executive's election or position, which the Executive held immediately prior appointment to the Change positions of Control;equal or superior scope and responsibility; or
(ii) (A) a material adverse change in The Executive shall fail to be vested by the nature or scope of Employer with the authorities, powers, functions, responsibilities or duties attached authority and support services normally attendant to the position that the Executive held immediately prior to the Change any of Controlsaid offices; (B) a reduction in the Executive’s base salary from the rates in effect immediately prior to the Change of Control or a material modification in the scope of the Executive’s right to participate in any bonus program offered to similarly-situated employees; or (C) the termination or denial of the Executive’s rights to Benefits at least as great in the aggregate as are payable thereunder immediately prior to the Change of Control or a reduction in the scope or value thereof other than a general reduction applicable to all similarly-situated employees;or
(iii) a change in circumstances following The Employer shall notify the Change Executive that the employment of Control, including, without limitation, a change the Executive will be terminated or materially modified in the scope of the business future or other activities for which that the Executive was responsible immediately prior to will be Constructively Discharged in the Change of Control, which has rendered the Executive unable to carry out any material portion of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change of Control, which situation is not remedied within 30 calendar days after written notice of such change given by the Executive;future; or
(iv) The Employer changes the liquidation, dissolution, merger, consolidation or reorganization primary employment location of FTD or transfer the Executive to a place that is more than fifty (50) miles from the primary employment location as of all or substantially all the Effective Date of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of FTD under this Agreement; or
(v) the Executive is required to have his principal location The Employer otherwise commits a material breach of work changed to any location that is in excess of 50 miles from the Executive’s principal location of work immediately prior to the Change of Control. For purposes of its obligations under this Agreement:.
Appears in 1 contract
Samples: Employment Agreement (First Industrial Realty Trust Inc)
Constructive Termination. The Executive may terminate his employment in the Executive’s employment hereunder during the Change of Control Severance Period upon the occurrence of event one or more of the following events should occur, without the prior written consent of the Executive, and the Company shall not have cured any defect in its performance or conduct (regardless of whether any other reason, other than Cause, for such termination exists or if curable) within 3o days after written notice thereof has occurred, including without limitation other employmentbeen given by the Executive to the Company coupled with a disclosure that the Executive intends to terminate this Agreement under this Section 6(d), effective as of the date such notice is given or such later date as may be indicated in which case such notice, and specifying the Executive shall be entitled factual basis for the Executive's decision to invoke the benefits provided under Section 4(a) hereofremedy of termination:
(i1) failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent office or position, which the Executive held immediately prior to the Change of Control;
(ii) (A) a material adverse Any change in the nature Executive's reporting relationship as specified in Section 3 of this Agreement, any assignment or scope delegation, without Executive's prior express written consent, of any of the authorities, powers, functions, responsibilities or duties attached previously assigned to the position that the Executive held immediately prior to the Change or any reduction of Control; (B) a reduction in the Executive’s base salary from 's duties, either of which results in a significant diminution in Executive's position, authority, or responsibilities with the rates Company otherwise in effect immediately prior to such assignment, or the Change of Control or a material modification in the scope removal of the Executive’s right to participate in Executive from such position and responsibilities, or the elimination of any bonus program offered to similarly-situated employees; or (C) the termination or denial of such authority from the Executive’s rights to Benefits at least as great in the aggregate as are payable thereunder immediately prior to the Change of Control or a reduction in the scope or value thereof other than a general reduction applicable to all similarly-situated employees;
(iii2) a change in circumstances following the Change of Control, including, without limitation, a change in the scope Any substantial reduction of the business or other activities for which the Executive was responsible immediately prior facilities and perquisites (including office space, location, and available administrative support) available to the Change of Control, which has rendered the Executive unable to carry out any material portion of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to such reduction except to the Change extent the Executive may have consented in writing to such reduction;
(3) Any relocation of Control, which situation is not remedied within 30 the Executive for a period of more than twenty one (21) consecutive calendar days after written notice to a facility or a location more than 45 miles from the Executive's principle office prior to such relocation except to the extent the Executive may have consented the same in writing;
(4) Any purported or attempted termination of Executive's employment by the Company Without Cause, or any purported or attempted termination of the Executive's employment for any reason under Section 6(b) and/or 6(c) of this Agreement whereby the grounds on which the Company relies in connection with any such change given termination or a tempted termination are not valid or depend upon determinations of fact or conclusion respecting the Executive's performance of his obligations under this Agreement or the Executive's conduct that either are not true or are not supported by the evidence on which the Company relies in taking its action against the Executive;
(iv5) The filing of any voluntary or involuntary petition seeking protection under the liquidationbankruptcy laws, dissolution, merger, consolidation the appointment of any receiver or reorganization of FTD or transfer of all or substantially all of its business and/or assets, unless the successor or successors (other fiduciary designated by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly any court or by operation of law) any agreement or undertaking to which the Company or any of its subsidiaries or affiliates is a party or beneficiary for the purpose of gathering, collecting, seizing, managing, or administering the business, assets, or affairs of the Company or any its subsidiaries or affiliates, or any change in the ownership or controlling interest of the Company or any of its subsidiaries or affiliates except to the extent the Executive, in respect of any of the events listed in this Section 6(d)(5), shall have assumed all duties and obligations of FTD under this Agreement; or
(v) consented in writing 1 the Executive is required to have his principal location of work changed to any location that is in excess of 50 miles from the Executive’s principal location of work immediately prior to the Change of Control. For purposes of this Agreement:same;
Appears in 1 contract
Samples: Employment Agreement (Serefex Corp)
Constructive Termination. The Executive may terminate In the Executive’s employment hereunder event of a Change in Control followed by (or simultaneous with) a Constructive Termination within twelve (12) months of the Change in Control and during the Change term of Control Severance Period upon employment hereunder, the occurrence of one or more of the following events (regardless of whether any other reason, other than Cause, for such termination exists or has occurred, including without limitation other employment), in which case the Executive Employee shall be entitled to the benefits provided under Severance Compensation as defined in Section 4(a) hereof18.2. A Constructive Termination shall occur in any of the following events:
(i) failure Failure to elect or elect, reelect or otherwise to maintain the Executive Employee in the office or position in the position, or a substantially equivalent office or position, Employer which the Executive Employee held immediately prior to the before a Change of in Control;
(ii) (A) a material A significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position that with the Executive Employer which the Employee held immediately prior to before the Change of in Control; (B) a reduction in the Executive’s base salary from the rates in effect immediately prior to the Change of Control or a material modification in the scope of the Executive’s right to participate in any bonus program offered to similarly-situated employees; or (C) the termination or denial of the Executive’s rights to Benefits at least as great in the aggregate as are payable thereunder immediately prior to the Change of Control or a reduction in the aggregate of the Employee's Base Pay and method of calculation of the bonus to be received from the Employer; or the termination of the Employee's rights to any substantial employee benefits to which he was entitled immediately before the Change in Control or a substantial reduction in scope or value thereof other than without the prior written consent of the Employee, any of which is not remedied within ten (10) calendar days after receipt by the Employer of written notice from the Employee of such change, reduction or termination, as the case may be; provided that neither the termination of the Employee's position as a member of the Board of Directors, if applicable, nor a general reduction change in benefits payable and applicable to substantially all similarly-situated employees;employees of the Employer shall of itself be considered a Constructive Termination if the Employee is entitled to the same benefits provided to substantially all employees or to benefits of equal or greater value.
(iii) If, as a result of a Change in Control and a change in circumstances following thereafter significantly affecting his position, the Change of Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change of Control, which Employee has been rendered the Executive substantially unable to carry out out, has been substantially hindered in the performance of, or has suffered a substantial reduction in any material portion of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive Employee immediately prior to before the Change of in Control, which situation is not remedied within 30 ten (10) calendar days after written notice to the Employer from the Employee of such change given by the Executivedetermination;
(iv) the The liquidation, dissolution, merger, consolidation or reorganization of FTD the Employer or transfer of all or substantially all more than 40% of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer reorganization or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) the Employer shall have assumed all duties and obligations of FTD the Employer under this Agreement; or;
(v) The Employer shall relocate its principal executive offices, or require the Executive is required Employee to have his principal location of work changed to any location that which is in excess of 50 twenty-five (25) miles from the Executive’s principal location of work thereof immediately prior to before the Change in Control or the Employer shall require the Employee to travel away from his office in the course of Control. For purposes discharging his responsibilities or duties hereunder significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of him before the Change in Control without, in either case, his prior written consent;
(vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement:Agreement by the Employer or any successor thereto and failure to cure the same within any time period specified; or
(vii) The Employee shall retire or terminate his employment within twelve (12) months from the date of Change in Control.
Appears in 1 contract
Constructive Termination. If at any time during the term of this Agreement, except in connection with a "for-cause" termination pursuant to paragraph (d) of this Section 3, the Executive is Constructively Discharged (as hereinafter defined), then the Executive shall have the right, by written notice to the Employer given within one hundred and twenty (120) days of such Constructive Discharge, to terminate his services hereunder, effective as of thirty (30) days after such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Section 5 hereof. The Executive may terminate shall in such event be entitled to a Lump Sum Payment of Base Salary and Performance Bonus compensation as well as all of the Executive’s Post-Termination Prerequisites and Benefits, as if such termination of his employment hereunder during had been effectuated pursuant to paragraph (b) of this Section 3. For purposes of this Agreement, the Change of Control Severance Period Executive shall be deemed to have been "Constructively Discharged" upon the occurrence of any one or more of the following events (regardless of whether any other reason, other than Cause, for such termination exists or has occurred, including without limitation other employment), in which case the Executive shall be entitled to the benefits provided under Section 4(a) hereofevents:
(i) failure to elect or reelect or otherwise to maintain the The Executive in the office or the positionis not re-elected to, or is removed from, the position with the Employer set forth in Section 1 hereof, other than as a substantially equivalent office result of the Executive's election or position, which the Executive held immediately prior appointment to the Change positions of Control;equal or superior scope and responsibility; or
(ii) (A) a material adverse change in The Executive shall fail to be vested by the nature or scope of Employer with the authorities, powers, functions, responsibilities or duties attached authority and support services normally attendant to the position that the Executive held immediately prior to the Change any of Controlsaid offices; (B) a reduction in the Executive’s base salary from the rates in effect immediately prior to the Change of Control or a material modification in the scope of the Executive’s right to participate in any bonus program offered to similarly-situated employees; or (C) the termination or denial of the Executive’s rights to Benefits at least as great in the aggregate as are payable thereunder immediately prior to the Change of Control or a reduction in the scope or value thereof other than a general reduction applicable to all similarly-situated employees;or
(iii) a change in circumstances following The Employer shall notify the Change Executive that the employment of Control, including, without limitation, a change the Executive will be terminated or materially modified in the scope of the business future or other activities for which that the Executive was responsible immediately prior to will be Constructively Discharged in the Change of Control, which has rendered the Executive unable to carry out any material portion of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change of Control, which situation is not remedied within 30 calendar days after written notice of such change given by the Executive;future; or
(iv) The Employer changes the liquidationprimary employment location of the Executive to a place that is more than fifty (50) miles from the primary employment location, dissolution0000 Xxxxxx Xxxx Xxxxx, mergerXxxxxxxx Xxxxxxxx 00000, consolidation or reorganization as of FTD or transfer the Effective Date of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of FTD under this Agreement; or
(v) the Executive is required to have his principal location The Employer otherwise commits a material breach of work changed to any location that is in excess of 50 miles from the Executive’s principal location of work immediately prior to the Change of Control. For purposes of its obligations under this Agreement:.
(vi) The Employer seeks protection under U.S. Bankruptcy codes.
Appears in 1 contract
Samples: Employment Agreement (Corporate Office Properties Trust)
Constructive Termination. The Executive may terminate the Executive’s employment hereunder during the Change of Control Severance Period upon the occurrence of one or more of the following events (regardless of whether any other reason, other than Cause, for such termination exists or has occurred, including without limitation other employment), in which case If the Executive shall be entitled to the benefits provided under Section 4(a) hereof:
(i) failure to elect or reelect or otherwise to maintain the Executive is not in the office or the position, or a substantially equivalent office or position, which the Executive held immediately prior to the Change default of Control;
(ii) (A) a material adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position that the Executive held immediately prior to the Change of Control; (B) a reduction in the Executive’s base salary from the rates in effect immediately prior to the Change of Control or a material modification in the scope any of the Executive’s right to participate in any bonus program offered to similarly-situated employees; obligations under Section (2), (7), (8) or (C9) the termination or denial of the Executive’s rights to Benefits at least as great in the aggregate as are payable thereunder immediately prior to the Change of Control or a reduction in the scope or value thereof other than a general reduction applicable to all similarly-situated employees;
(iii) a change in circumstances following the Change of Controlhereof, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change may terminate employment hereunder in accordance with this Section (5)(d)(i) on account of Control, which has rendered the Executive unable to carry out any material portion of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change of Control, which situation is not remedied within 30 calendar days after written notice of such change given by the Executive;
(iv) the liquidation, dissolution, merger, consolidation or reorganization of FTD or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of FTD under this Agreement; or
(v) the Executive is required to have his principal location of work changed to any location that is in excess of 50 miles from the Executive’s principal location of work immediately prior to the Change of Controla Constructive Termination. For purposes of this Agreement, a Constructive Termination means:
(1) a Separation from Service (defined for purposes of this Agreement as a “separation from service” within the meaning of Section 409A of the Internal Revenue Code and applicable regulations promulgated, and guidance issued, thereunder) within ninety (90) days of the initial occurrence of one of the following events arising without the consent of the Executive (a “Constructive Termination Event”):
(A) A material diminution in the Executive’s annual base salary rate, unless such reduction is part of, and consistent with, a general reduction of the compensation rates of all executives or all employees of the Company or of the Executive’s business unit;
(B) Except as provided in Section (2)(b), a material diminution in the Executive’s authority, duties, or responsibilities, including the assignment of duties materially inconsistent in any adverse respect with the Executive’s position, duties, responsibilities and status with the AVANGRID Group immediately prior thereto, or diminishment in the Executive’s management responsibilities, duties or powers as in effect immediately prior thereto, or the removal of the Executive from the position of Chief Executive Officer of the Company and AVANGRID;
(C) A requirement that the Executive relocate his principal place of employment by more than fifty (50) miles from the Company’s current executive offices in New Haven, Connecticut; or
(D) Any other action or inaction that constitutes a material breach by the Company of this Agreement, including (x) a failure to include the Executive in the management salary compensation programs then in effect on substantially the same terms and conditions as that applicable to the other officers or similarly situated executives of the AVANGRID Group; (y) a failure to continue the Executive’s participation in the material benefit plans of the AVANGRID Group (other than any pension plan or defined benefit supplemental executive retirement plan) on substantially the same basis as that applicable to the other officers or similarly situated executives of the AVANGRID Group; and
(2) The Executive has given notice to the Board stating that in the Executive’s opinion one or more Constructive Termination Events has occurred and setting forth in reasonable detail the relevant facts regarding such alleged Constructive Termination Event(s), and such notice was given within thirty-one (31) days of the occurrence of the Constructive Termination Event(s); and
(3) The Company shall have failed to remedy or otherwise cure the situation within thirty-one (31) days after receipt of the notice.
Appears in 1 contract
Constructive Termination. The Executive may terminate the Executive’s employment hereunder during the Change For purposes of Control Severance Period upon the occurrence of one or more of the following events this Agreement, Constructive Termination shall mean a situation where (regardless of whether any other reason, other than Cause, for such termination exists or has occurred, including without limitation other employment), in which case the Executive shall be entitled to the benefits provided under Section 4(aA) hereof:
(i) failure to elect or reelect or otherwise to maintain the Executive in is no longer serving as Senior Vice President and Chief Financial Officer of the office Company, the Executive is directed to report to other than the Chief Executive Officer or President, the Executive is not timely paid his compensation under this Agreement or the positionassignment to the Executive of any duties or responsibilities which are inconsistent with the status, title, position or responsibilities of such positions (which assignment is not rescinded after the Company receives written notice from the Executive providing a substantially equivalent office reasonable description of such inconsistency); (ii) after a Change of Control, the Company's headquarters being outside of the greater Atlanta area or position, the Company requiring the Executive to be based at any place outside a 30-mile radius from the principal location from which the Executive held immediately prior to the Change of Control;
(ii) (A) a material adverse change in the nature or scope served as an employee of the authorities, powers, functions, responsibilities or duties attached to the position that the Executive held Company immediately prior to the Change of Control; (Biii) after a reduction Change of Control, the failure by the Company to provide the Executive with compensation and benefits substantially comparable, in the Executive’s base salary from aggregate, to those provided for under the rates employee benefit plans, programs and practices in effect immediately prior to the Change of Control or a material modification in the scope of the Executive’s right to participate in any bonus program offered to similarly-situated employees; or (C) the termination or denial of the Executive’s rights to Benefits at least as great in the aggregate as are payable thereunder immediately prior to the Change of Control or a reduction in the scope or value thereof other than stock option and other equity based compensation plans); (iv) after a general reduction applicable to all similarly-situated employees;
(iii) a change in circumstances following the Change of Control, including, without limitation, the insolvency or the filing (by any party including the Company) of a change in the scope petition for bankruptcy of the business Company; or other activities for which the Executive was responsible immediately prior to the (v) after a Change of Control, which has rendered the failure of the Company to obtain an agreement from any successor or assignee of the Company to assume and agree to perform this Agreement unless such successor or assignee is bound to the performance of this Agreement as a matter of law; provided however, that the aforementioned situations will not be deemed to be a Constructive Termination hereunder until such time as the Executive unable has given written notice to carry out any material portion the Chief Executive Officer or President of the authoritiessituation constituting a "Constructive Termination" hereunder, powers, functions, responsibilities and the Chief Executive Officer or duties attached President has failed to the position held by the Executive immediately prior to the Change of Control, which cure such situation is not remedied within 30 calendar thirty (30) days after written notice following receipt of such change given by the Executive;
written notice, and (iv) the liquidation, dissolution, merger, consolidation or reorganization of FTD or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of FTD under this Agreement; or
(vB) the Executive is required to have terminates his principal location of work changed to any location that is in excess of 50 miles from employment with the Executive’s principal location of work immediately prior to the Change of Control. For purposes of this Agreement:Company.
Appears in 1 contract
Samples: Severance and Non Competition Agreement (Manhattan Associates Inc)
Constructive Termination. If at any time during the term of this Agreement, except in connection with a "for-cause" termination pursuant to paragraph (d) of this Section 3, the Executive is Constructively Discharged (as hereinafter defined), then the Executive shall have the right, by written notice to the Employer given within one hundred and twenty (120) days of such Constructive Discharge, to terminate his services hereunder, effective as of thirty (30) days after such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Section 5 hereof. The Executive may terminate shall in such event be entitled to a Lump Sum Payment of Base Salary and Performance Bonus compensation as well as all of the Executive’s Post-Termination Prerequisites and Benefits, as if such termination of his employment hereunder during had been effectuated pursuant to paragraph (b) of this Section 3. For purposes of this Agreement, the Change of Control Severance Period Executive shall be deemed to have been "Constructively Discharged" upon the occurrence of any one or more of the following events (regardless of whether any other reason, other than Cause, for such termination exists or has occurred, including without limitation other employment), in which case the Executive shall be entitled to the benefits provided under Section 4(a) hereofevents:
(i) failure to elect or reelect or otherwise to maintain the The Executive in the office or the positionis not re-elected to, or is removed from, the position with the Employer set forth in Section 1 hereof, other than as a substantially equivalent office result of the Executive's election or position, which the Executive held immediately prior appointment to the Change positions of Control;equal or superior scope and responsibility; or
(ii) (A) a material adverse change in The Executive shall fail to be vested by the nature or scope of Employer with the authorities, powers, functions, responsibilities or duties attached authority and support services normally attendant to the position that the Executive held immediately prior to the Change any of Controlsaid offices; (B) a reduction in the Executive’s base salary from the rates in effect immediately prior to the Change of Control or a material modification in the scope of the Executive’s right to participate in any bonus program offered to similarly-situated employees; or (C) the termination or denial of the Executive’s rights to Benefits at least as great in the aggregate as are payable thereunder immediately prior to the Change of Control or a reduction in the scope or value thereof other than a general reduction applicable to all similarly-situated employees;or
(iii) a change in circumstances following The Employer shall notify the Change Executive that the employment of Control, including, without limitation, a change the Executive will be terminated or materially modified in the scope of the business future or other activities for which that the Executive was responsible immediately prior to will be Constructively Discharged in the Change of Control, which has rendered the Executive unable to carry out any material portion of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change of Control, which situation is not remedied within 30 calendar days after written notice of such change given by the Executive;future; or
(iv) The Employer changes the liquidationprimary employment location of the Executive to a place that is more than fifty (50) miles from the primary employment location, dissolution0000 Xxxxxx Xxxx Xxxxx, mergerXxxxxxxx, consolidation or reorganization Xxxxxxxx 00000, as of FTD or transfer the Effective Date of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of FTD under this Agreement; or
(v) the Executive is required to have his principal location The Employer otherwise commits a material breach of work changed to any location that is in excess of 50 miles from the Executive’s principal location of work immediately prior to the Change of Control. For purposes of its obligations under this Agreement:.
Appears in 1 contract
Samples: Employment Agreement (Corporate Office Properties Trust)
Constructive Termination. The Executive may terminate In the Executive’s employment hereunder event of a Change in Control followed by (or simultaneous with) a Constructive Termination within twelve (12) months of the Change in Control and during the Change term of Control Severance Period upon employment hereunder, the occurrence of one or more of the following events (regardless of whether any other reason, other than Cause, for such termination exists or has occurred, including without limitation other employment), in which case the Executive Employee shall be entitled to the benefits provided under Severance Compensation as defined in Section 4(a) hereof18.2. A Constructive Termination shall occur in any of the following events:
(i) failure Failure to elect or elect, reelect or otherwise to maintain the Executive Employee in the office or position in the position, or a substantially equivalent office or position, Employer which the Executive Employee held immediately prior to the before a Change of in Control;
(ii) (A) a material A significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position that with the Executive Employer which the Employee held immediately prior to before the Change of in Control; (B) a reduction in the Executive’s base salary from the rates in effect immediately prior to the Change of Control or a material modification in the scope of the Executive’s right to participate in any bonus program offered to similarly-situated employees; or (C) the termination or denial of the Executive’s rights to Benefits at least as great in the aggregate as are payable thereunder immediately prior to the Change of Control or a reduction in the aggregate of the Employee's Base Pay and method of calculation of the bonus to be received from the Employer; or the termination of the Employee's rights to any substantial employee benefits to which she was entitled immediately before the Change in Control or a substantial reduction in scope or value thereof other than without the prior written consent of the Employee, any of which is not remedied within ten (10) calendar days after receipt by the Employer of written notice from the Employee of such change, reduction or termination, as the case may be; provided that neither the termination of the Employee's position as a member of the Board of Directors, if applicable, nor a general reduction change in benefits payable and applicable to substantially all similarly-situated employees;employees of the Employer shall of itself be considered a Constructive Termination if the Employee is entitled to the same benefits provided to substantially all employees or to benefits of equal or greater value.
(iii) If, as a result of a Change in Control and a change in circumstances following thereafter significantly affecting her position, the Change of Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change of Control, which Employee has been rendered the Executive substantially unable to carry out out, has been substantially hindered in the performance of, or has suffered a substantial reduction in any material portion of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive Employee immediately prior to before the Change of in Control, which situation is not remedied within 30 ten (10) calendar days after written notice to the Employer from the Employee of such change given by the Executivedetermination;
(iv) the The liquidation, dissolution, merger, consolidation or reorganization of FTD the Employer or transfer of all or substantially all more than 40% of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer reorganization or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) the Employer shall have assumed all duties and obligations of FTD the Employer under this Agreement; or;
(v) The Employer shall relocate its principal executive offices, or require the Executive is required Employee to have his her principal location of work changed to any location that which is in excess of 50 twenty-five (25) miles from the Executive’s principal location of work thereof immediately prior to before the Change in Control or the Employer shall require the Employee to travel away from her office in the course of Control. For purposes discharging her responsibilities or duties hereunder significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of her before the Change in Control without, in either case, her prior written consent;
(vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement:Agreement by the Employer or any successor thereto and failure to cure the same within any time period specified; or
(vii) The Employee shall retire or terminate her employment within twelve (12) months from the date of Change in Control.
Appears in 1 contract
Constructive Termination. The Executive may terminate Subject to compliance with the Executive’s provisions of Section 5(g) of this Agreement, Employee's employment hereunder during the Change of Control Severance Period may be terminated by Employee (a "Constructive Termination") upon the occurrence of one or more of first to occur at the following events which, with respect to subsections (regardless of whether any other reason, other than Cause, for such termination exists or has occurred, including without limitation other employmenti) through (vii), in which case the Executive shall be entitled is not fully corrected upon ten (10) days' written notice from Employee to the benefits provided under Section 4(a) hereofDFF:
(i) failure the assignment to elect or reelect or otherwise Employee of any duties inconsistent with the position in DFF that Employee held immediately prior to maintain the Executive in the office or the positionChange of Control, or a significant adverse alteration in the nature or status of Employee's responsibilities or the conditions of Employee's employment from those in effect immediately prior to the Change of Control; provided, however, that any change in reporting obligations which is reasonably required to conform to changes in the DFF's management structure following a Change of Control shall not be deemed a Constructive Termination for purposes of this clause (f)(i);
(ii) DFF's reduction of Employee's annual base salary as in effect immediately prior to the Change of Control, except for across-the-board salary reductions similarly affecting all management personnel of DFF and all management personnel of any person (including without limitation, any individual, corporation, partnership, limited liability company, joint venture, government agency or instrumentality or any other entity) in control of DFF;
(iii) the requirement that Employee be based at a location more than 50 miles from where DFF's office is located immediately prior to the Change of Control, except for required travel on DFF's business to an extent substantially equivalent office or position, which the Executive held consistent with Employee's business travel immediately prior to the Change of Control;
(iiiv) DFF's failure to pay to Employee any portion of Employee's current compensation within seven (A7) a material adverse change in the nature or scope days of the authorities, powers, functions, responsibilities date such compensation is due;
(v) DFF's failure to continue in effect any material compensation or duties attached benefit plan in which Employee participates immediately prior to the position that Change of Control other than any stock options or other equity based compensation plan, unless an equitable arrangement has been made with respect to such plan, or DFF's failure to continue Employee's participation therein (or in any substitute or alternative plan) on a basis not materially less favorable, both in terms of the Executive held amount of benefits provided and the level of Employee's participation relative to other participants, as existed immediately prior to the Change of Control;
(vi) DFF's failure to continue to provide Employee with benefits substantially similar to those enjoyed by Employee under any of DFF's life insurance, medical, health and accident, or disability plans in which Employee was participating immediately prior to the Change of Control, the taking of any action by DFF which would directly or indirectly materially reduce any of such benefits, or the failure by DFF to provide Employee with the number of paid vacation days to which Employee is entitled in accordance with DFF's vacation policy for Employee as in effect immediately prior to the Change of Control; (B) a reduction in the Executive’s base salary from the rates in effect immediately prior to the Change of Control or a material modification in the scope of the Executive’s right to participate in any bonus program offered to similarly-situated employees; or (C) the termination or denial of the Executive’s rights to Benefits at least as great in the aggregate as are payable thereunder immediately prior to the Change of Control or a reduction in the scope or value thereof other than a general reduction applicable to all similarly-situated employees;
(iii) a change in circumstances following the Change of Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change of Control, which has rendered the Executive unable to carry out any material portion of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change of Control, which situation is not remedied within 30 calendar days after written notice of such change given by the Executive;
(iv) the liquidation, dissolution, merger, consolidation or reorganization of FTD or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of FTD under this Agreement; or
(vvii) the Executive is required DFF's failure to have his principal location of work changed obtain a satisfactory agreement from any successor to any location that is in excess of 50 miles from the Executive’s principal location of work immediately prior assume and agree to the Change of Control. For purposes of perform this Agreement:.
Appears in 1 contract
Constructive Termination. The If at any time during the term of this agreement the Board, the Chief Executive Officer of CSGS, the President of CSGS, the Chief Operating Officer of CSGS, or a Permitted Assignee (i) materially alters the duties and responsibilities of the Executive provided for in Xxxxxxxxx 0, (xx) assigns to the Executive duties and responsibilities materially inappropriate for an executive vice president of the Companies without the Executive’s written consent, (iii) materially reduces the Executive’s Base Salary from the amount of Base Salary in effect immediately prior to such reduction, (iv) without the Executive’s written consent, relocates the Executive’s executive office or principal personal residence in violation of Paragraph 3 of this agreement, or (v) is in material breach of this agreement, then, at the election of the Executive (such election to be made by written notice from the Executive to the Board or the Permitted Assignee, as may terminate be appropriate in the circumstances), (x) such action by the Board, the Chief Executive Officer of CSGS, the Chief Operating Officer of CSGS, the President of CSGS, or such Permitted Assignee shall constitute a constructive termination of the Executive’s employment hereunder during by the Change of Control Severance Period upon the occurrence of one or more of the following events (regardless of whether any other reason, Companies for a reason other than Cause, for such termination exists or has occurred, including without limitation other employmentcause (the “Constructive Termination”), in which case (y) the Executive thereupon may resign from his offices and positions with the Companies and shall not be obligated to perform any further services of any kind to or for the Companies, and (z) the Executive shall be entitled to receive from the benefits provided under Section 4(aCompanies (and the Permitted Assignee, if applicable) hereof:
(i) failure to elect or reelect or otherwise to maintain at the Executive in the office or the position, or a substantially equivalent office or position, which the Executive held immediately prior to the Change of Control;
(ii) (A) a material adverse change in the nature or scope applicable times all of the authoritiescompensation, powersbenefits, functionsand other payments described in subparagraph (d) or subparagraph (e) of this Paragraph 10 (whichever may be applicable), responsibilities or duties attached to as if the position that the Executive held immediately prior to the Change of Control; (B) a reduction in the Executive’s base salary from the rates in effect immediately prior to the Change of Control or a material modification in the scope effective date of the Executive’s right resignation were the effective date of his termination of employment for purposes of determining such compensation, benefits, and other payments. Notwithstanding the foregoing provisions of this subparagraph (f), before exercising any of his rights pursuant to participate in any bonus program offered the preceding sentence, the Executive shall give written notice to similarly-situated employees; or (C) the termination or denial Board of CSGS setting forth the Executive’s intent to exercise such rights to Benefits at least as great in and specifying the aggregate as are payable thereunder immediately prior to the Change of Control or a reduction in the scope or value thereof other than a general reduction applicable to all similarly-situated employees;
(iii) a change in circumstances following the Change of Control, including, without limitation, a change in the scope of the business or other activities for Constructive Termination which the Executive was responsible immediately prior claims to be the Change of Controlbasis for such intended exercise; and the Companies shall have twenty (20) days after the Board has received such notice to take such actions, which has rendered if any, as the Companies may deem appropriate to eliminate such claimed Constructive Termination (without thereby admitting that a Constructive Termination had occurred). If the Companies so act to eliminate such claimed Constructive Termination, then the Executive unable to carry out shall not have any material portion of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change of Control, which situation is not remedied within 30 calendar days after written notice of such change given by the Executive;
(iv) the liquidation, dissolution, merger, consolidation or reorganization of FTD or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of FTD rights under this Agreement; or
subparagraph (vf) the Executive is required with respect to have his principal location of work changed to any location that is in excess of 50 miles from the Executive’s principal location of work immediately prior to the Change of Control. For purposes of this Agreement:such claimed Constructive Termination.”
Appears in 1 contract
Samples: Employment Agreement (CSG Systems International Inc)
Constructive Termination. The Executive may terminate the Executive’s employment hereunder during the Change For purposes of Control Severance Period upon the occurrence of one or more of the following events this Agreement, Constructive Termination shall mean a situation where (regardless of whether any other reason, other than Cause, for such termination exists or has occurred, including without limitation other employment), in which case the Executive shall be entitled to the benefits provided under Section 4(aA) hereof:
(i) failure to elect or reelect or otherwise to maintain the Executive in is no longer serving as Executive Vice President of the office Company, the Executive is directed to report to someone other than the Chief Executive Officer or President, the Executive is not timely paid his compensation under this Agreement or the positionassignment to the Executive of any duties or responsibilities which are inconsistent with the status, title, position or responsibilities of such positions (which assignment is not rescinded after the Company receives written notice from the Executive providing a substantially equivalent office reasonable description of such inconsistency); (ii) after a Change of Control, the Company's headquarters being outside of the greater Atlanta area or position, the Company requiring the Executive to be based at any place outside a 30-mile radius from the principal location from which the Executive held immediately prior to the Change of Control;
(ii) (A) a material adverse change in the nature or scope served as an employee of the authorities, powers, functions, responsibilities or duties attached to the position that the Executive held Company immediately prior to the Change of Control; (Biii) after a reduction Change of Control, the failure by the Company to provide the Executive with compensation and benefits substantially comparable, in the Executive’s base salary from aggregate, to those provided for under the rates employee benefit plans, programs and practices in effect immediately prior to the Change of Control or a material modification in the scope of the Executive’s right to participate in any bonus program offered to similarly-situated employees; or (C) the termination or denial of the Executive’s rights to Benefits at least as great in the aggregate as are payable thereunder immediately prior to the Change of Control or a reduction in the scope or value thereof other than stock option and other equity based compensation plans); (iv) after a general reduction applicable to all similarly-situated employees;
(iii) a change in circumstances following the Change of Control, including, without limitation, the insolvency or the filing (by any party including the Company) of a change in the scope petition for bankruptcy of the business Company; or other activities for which the Executive was responsible immediately prior to the (v) after a Change of Control, which has rendered the failure of the Company to obtain an agreement from any successor or assignee of the Company to assume and agree to perform this Agreement unless such successor or assignee is bound to the performance of this Agreement as a matter of law; provided however, that the aforementioned situations will not be deemed to be a Constructive Termination hereunder until such time as the Executive unable has given written notice to carry out any material portion the Chief Executive Officer or President of the authoritiessituation constituting a "Constructive Termination" hereunder, powers, functions, responsibilities and the Chief Executive Officer or duties attached President has failed to the position held by the Executive immediately prior to the Change of Control, which cure such situation is not remedied within 30 calendar thirty (30) days after written notice following receipt of such change given by the Executive;
written notice, and (iv) the liquidation, dissolution, merger, consolidation or reorganization of FTD or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of FTD under this Agreement; or
(vB) the Executive is required to have terminates his principal location of work changed to any location that is in excess of 50 miles from employment with the Executive’s principal location of work immediately prior to the Change of Control. For purposes of this Agreement:Company.
Appears in 1 contract
Samples: Executive Non Competition and Severance Agreement (Manhattan Associates Inc)
