Common use of Definition of “Constructive Termination Clause in Contracts

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. 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 31June 30, 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.