Definition of “Constructive Termination. For purposes of this Agreement, “Constructive Termination” shall mean a resignation of employment and termination of this Agreement by Executive for one or more of the following reasons:
Definition of “Constructive Termination. For purposes of Section 4(a)(vi), the term "Constructive Termination" shall be defined to mean: (i) a material reduction in the Executive's duties and responsibilities without the Executive's consent; (ii) a reduction in or the failure by the Company to pay when due any portion of the Salary, (iii) the Company's material breach of this Agreement, or (iv) without Executive's approval, he is required to relocate out of the metropolitan area of his present residence.
Definition of “Constructive Termination. For purposes of this Agreement, “Constructive Termination” shall mean a voluntary termination of employment by Executive for any of the following reasons, without the express written consent of Executive, unless such events are corrected in all material respects by the Company within thirty (30) days following written notification by Executive to the Board: (i) the material reduction or diminution by the Board of the duties, responsibilities, authority or reporting relationship of Executive; (ii) a material reduction of Executive’s Base Salary; (iii) a relocation of Executive’s principal office by more than fifty (50) miles from his principal office on the Effective Date; (iv) any failure of the Company to assign or any successor to assume the Company’s obligations under this Agreement at or following the occurrence of a Change in Control; or (v) a material breach of this Agreement by the Company. Executive shall provide the Board with a written notice that an event has occurred and will serve as cause for Constructive Termination within thirty (30) days after the date Executive had knowledge, or should have had knowledge, of the first occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company’s cure period as set forth above (in which cure does not occur). Otherwise, any claim of such circumstances as “Constructive Termination” shall be deemed irrevocably waived by Executive.
Definition of “Constructive Termination. A "Constructive Termination" -------------------------------------- shall be deemed to occur if without Employee's express written consent (a) either (i) there is a material adverse change in Employee's position, title, stature, duties or responsibilities which remains uncorrected for thirty (30) days or more following Employee's written notice to the Company, or (ii) a reduction of Employee's Base Salary and (b) within 90 days of the occurrence of any event listed in clause (a), Employee provides the Company written notice that Employee is electing to terminate his employment with the Company.
Definition of “Constructive Termination. 5.1 The consummation of the "Offer" (as defined in the Merger Agreement) will constitute a "Change in Control" pursuant to Section 5.3 of the Change in Control Agreement.
5.2 Changes in Executive's duties or responsibilities which result in a diminution or adverse change of Executive's position, status or circumstances shall not constitute an event described in Section 5.6(a) of the Change in Control Agreement, as long as such changes take place prior to December 31, 2001.
5.3 To the extent that the consummation of the Offer, the "Merger" (as defined in the Merger Agreement) and the transactions contemplated by the Merger Agreement, or the termination of the Company's 1991 Employee Stock Option Plan, the Company's 1997 Equity Incentive Plan or the Company's 1999 Employee Stock Purchase Plan, would constitute an event described in Section 5.6 of the Change in Control Agreement, Executive hereby expressly consents to such event and agrees that, absent another event described therein, any voluntary termination by Executive shall not constitute a "Constructive Termination," as defined in the Change in Control Agreement.
Definition of “Constructive Termination. For all purposes under this Agreement, Constructive Termination shall mean the voluntary resignation of the Executive within 60 days following:
(i) The failure of the Executive to be elected or reelected to any of the positions described in Section 1(a) or his removal from any such position without his written consent.
(ii) A material diminution in the Executive’s duties or the assignment of him of any duties inconsistent with the Executive’s position and status as Executive Vice President and Chief Financial Officer of the Company.
(iii) A change in the Executive’s reporting relationship such that the Executive no longer reports directly to the Chief Executive Officer.
(iv) A reduction in the Executive’s Base Compensation without his consent;
(v) Receipt of notice from Company that the Executive’s principal workplace will be relocated by more than fifty (50) miles without his written consent;
(vi) A breach by the Company of any of its material obligations to the Executive under this Agreement; or
(vii) The failure of the Company to obtain a satisfactory agreement from any successor to all or substantially all of the assets or business of the Company to assume and agree to perform this Agreement within 15 days after a merger, consolidation, sale or similar transaction.
Definition of “Constructive Termination. Constructive Termination" shall occur if you resign your employment with the Company following a Change in Control and within thirty (30) days after any of the following: (a) a material reduction in your duties, responsibilities or position; (b) a material reduction in your compensation or benefits, except for reductions in compensation and benefits that are concurrent with and consistent with reductions for all executives of the acquiring or surviving corporation; or (c) you do not maintain the exact position in the parent company including title and reporting structure. Constructive Termination is triggered by your effective resignation within thirty (30) days after the above change, and absent a termination by the Company with Cause.
Definition of “Constructive Termination. For purposes of this Agreement, “Constructive Termination” shall mean a voluntary termination of employment by Executive for any of the following reasons, without the express written consent of Executive, unless such events are corrected in all material respects by the Company within thirty (30) days following written notification by Executive to the Board: (i) the material reduction or diminution by the Board of the duties, responsibilities, authority or reporting relationship of Executive; (ii) a material reduction of Executive’s Base Salary or Target Bonus opportunity; (iii) a relocation of Executive’s principal office by more than fifty (50) miles from his principal office on the Effective Date; or (iv) any failure of the Company to assign or any successor to assume the Company’s obligations under this Agreement at or following the occurrence of a Change in Control. Executive shall provide the Board with a written notice that an event has occurred and will serve as cause for Constructive Termination within thirty (30) days after the date Executive had knowledge, or should have had knowledge, of the first occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company’s cure period as set forth above (in which cure does not occur). Otherwise, any claim of such circumstances as “Constructive Termination” shall be deemed irrevocably waived by Executive.
Definition of “Constructive Termination. For purposes of this Agreement, “Constructive Termination” shall mean a voluntary termination of employment by Executive for any of the following reasons, without the express written consent of Executive, unless such events are corrected in all material respects by the Company within thirty (30) days following written notification by Executive to the Board: (i) the material reduction or diminution by the Board of the duties, responsibilities, authority or reporting relationship of Executive;
Definition of “Constructive Termination. For purposes of this Agreement and the Xxxxxxx Option Plan, “Constructive Termination” shall mean any one of the following events which occurs on or after the Effective Date of this Agreement: (i) reduction of the Executive’s annual base salary; (ii) a material reduction in Executive’s duties or a reduction in Executive’s title; (iii) a relocation of Executive’s office to a location outside of Los Angeles County or Orange County, California; (iv) any material breach by the Company of its obligations under this Agreement; or (v) any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company.
