Executive’s Constructive Termination. Executive may terminate this Agreement and his employment hereunder on account of a Constructive Termination upon 30 days prior written notice to the Chief Executive Officer (or such shorter period as may be agreed upon by the parties hereto.) In such event, the Company shall provide to Executive (a) the amount described in Section 3.1a hereof, payable not later than three days after his termination of employment, (b) the amounts determined under Sections 3.1b and 3.1d hereof, payable in not more than two equal installments, one-half not later than 30 days after termination and the other one-half six months after such termination, and (c) the benefits described in Sections 3.1e, 3.1f and 3.1g hereof.
Executive’s Constructive Termination. Executive may terminate this Agreement and his or her employment on account of a Constructive Termination. In such event, the Company shall pay or provide to Executive:
a. The amounts determined under Sections 3.1a, 3.1d and 3.1e hereof, which shall be payable in the form of a single-sum 45 days after Executive’s Termination Date, provided that Executive has then satisfied all applicable conditions; and
b. The benefit described in Section 3.1c hereof, subject to the terms and conditions set forth therein.
Executive’s Constructive Termination. Executive may terminate this Agreement, except as expressly provided herein, and his employment hereunder on account of a Constructive Termination upon 30 days prior written notice to the Board of Directors (or such shorter period as may be agreed upon by the parties hereto). In such event, the Company shall provide to Executive:
a. The amount described in Section 3.1a hereof, payable as soon as practicable after his Termination Date; and
b. The amounts determined under Sections 3.1b, 3.1c, 3.1d, and 3.1e hereof, payable in two equal installments, one-half on the first business day of the seventh calendar month following the Executive’s Termination Date and one-half six months after such initial payment.
Executive’s Constructive Termination. Executive may terminate this Agreement and his or her employment on account of a Constructive Termination. In such event, the Company shall pay or provide to Executive:
a. The amounts determined under Sections 3.1a, 3.1d and 3.1e hereof, which shall be payable in the form of a single-sum 45 days after Executive’s Termination Date, provided that Executive has then satisfied all applicable conditions; and
b. The benefit described in Section 3.1c hereof, subject to the terms and conditions set forth therein. For purposes of this Agreement, “Constructive Termination” means:
a. A material reduction (other than a reduction in pay uniformly applicable to all officers of the Company) in the amount of Executive’s Base Compensation;
b. A material reduction in Executive’s authority, duties or responsibilities from those contemplated in Section 1.1 of this Agreement; or
c. A material breach of this Agreement by the Company. No event or condition described in this Section 3.5 shall constitute a Constructive Termination unless (a) Executive provides to the Company written notice of his or her objection to such event or condition not later than 60 days after Executive first learns of such event or condition, (b) such event or condition is not corrected by the Company promptly after receipt of such notice, but in no event more than 30 days after receipt of notice, and (c) Executive resigns his or her employment with the Company and all Affiliates not more than 15 days following the expiration of the 30-day period described in subparagraph (b) hereof.
Executive’s Constructive Termination. For purposes of this Agreement, “Constructive Termination” shall be defined as a material breach by PSID of its obligations under this Agreement (including but not limited to any reduction of Executive’s Base Salary, bonuses or incentive compensation as provided herein). If Executive chooses to treat such material breach as a Constructive Termination, Executive shall provide PSID with written notice describing the circumstances being relied upon by Executive for such termination with respect to this Agreement within thirty (30) days after the event giving rise to the Constructive Termination. PSID shall have thirty (30) days after receipt of such notice to remedy the situation prior to the Constructive Termination being deemed final; or
Executive’s Constructive Termination. For purposes of this Agreement, “Constructive Termination” shall be defined as a material breach by VeriChip of its obligations under this Agreement (including but not limited to any reduction of Executive’s Base Salary or incentive compensation as provided herein). If Executive chooses to treat such material breach as a Constructive Termination, Executive shall provide VeriChip with written notice describing the circumstances being relied upon by Executive for such termination with respect to this Agreement within thirty (30) days after the event giving rise to the Constructive Termination. VeriChip shall have thirty (30) days after receipt of such notice to remedy the situation prior to the Constructive Termination being deemed final; or
Executive’s Constructive Termination. Executive may terminate this Agreement and his employment hereunder on account of Constructive Termination. In such event, the Company shall pay or provide to Executive:
a. The Mandated Amounts.
b. Any Accrued Cash Bonus.
c. A cash payment in an aggregate amount equal to: (i) Executive’s Base Compensation in effect prior to his Separation Date, determined without regard to any reduction thereof giving rise to Executive’s Constructive Termination, for the remainder of the Employment Term but not less than 12 months; and (ii) Executive’s target bonus payable under the PBRP for the year in which Executive’s Separation Date occurs, prorated to reflect Executive’s period of service during such year; such aggregate amount to be paid in the form of a single-sum as of Executive’s Separation Date, subject to the provisions of Section 4.1 hereof.
d. The vesting and settlement of any outstanding grant or award under the LTIP that would otherwise vest or be deemed free of restriction on account of an involuntary termination of employment, without Cause, as if Executive’s Constructive Termination hereunder constitutes such an event.
e. If Executive and/or his dependents timely elect to continue coverage under any group medical, dental or vision plan maintained by the Company, in accordance with Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) (other than a health flexible spending account under a self-insured medical reimbursement plan described in Code Section 125), the amount of the applicable continuation coverage premium therefore, payable on the first day of each month, for the lesser of 18 months or the actual period of such coverage for each such person, determined in accordance with Code Section 4980B.
Executive’s Constructive Termination. Executive may terminate this Agreement and his employment hereunder on account of Constructive Termination. In such event, the Company shall pay or provide to Executive:
a. The Mandated Amounts.
b. Any Accrued Cash Bonus.
c. A cash payment in an aggregate amount equal to: (i) Executive’s Base Compensation in effect prior to his Separation Date, determined without regard to any reduction thereof giving rise to Executive’s Constructive Termination, for the remainder of the Employment Term but not less than 12 months; and (ii) Executive’s target bonus payable under the PBRP for the year in which Executive’s Separation Date occurs (which amount shall be deemed to be 60% of Executive’s Base Compensation for 2020), prorated to reflect Executive’s period of service during such year; such aggregate amount to be paid in the form of a single-sum as of Executive’s Separation Date, subject to any delay required under the provisions of Section 4.1 hereof.
d. The vesting and settlement of any outstanding grant or award under the LTIP that would otherwise vest or be deemed free of restriction on account of an involuntary termination of employment, without Cause, as if Executive’s Constructive Termination hereunder constitutes such an event.
e. If Executive and/or his dependents timely elect to continue coverage under any group medical, dental or vision plan maintained by the Company, in accordance with Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) (other than a health flexible spending account under a self-insured medical reimbursement plan described in Code Section 125), the amount of the applicable continuation coverage premium therefore, payable on the first day of each month, for the lesser of 18 months or the actual period of such coverage for each such person, determined in accordance with Code Section 4980B.
Executive’s Constructive Termination. Executive may terminate this Agreement and his or her employment hereunder on account of a Constructive Termination upon 30 days prior written notice to the Chief Executive Officer (or such shorter period as may be agreed upon by the parties hereto). In such event, the Company shall provide to Executive the compensation described in Section 3.1a hereof, payable not later than three days after his or her termination of employment and the following: (a) the additional amounts determined under Sections 3.1b and 3.1d hereof, payable in not more than two equal installments, one-half not later than 30 days after termination and the other one-half six months after such termination, and (b) the benefits described in Sections 3.1e and 3.1f hereof. For purposes of this Agreement, "Constructive Termination" means:
a. A material reduction (other than a reduction in pay uniformly applicable to all similarly situated executives of the Company) in the amount of Executive's Base Compensation;
b. A material reduction in Executive's authority, duties or responsibilities from those contemplated in Section 1.1 of this Agreement; or
c. A material breach of this Agreement by the Company or its Affiliates. No event or condition described in this Section 3.4 shall constitute a Constructive Termination unless (a) Executive promptly gives the Company notice of his or her objection to such event or condition, which notice may be provided orally or in writing to the Chief Executive Officer or his designee, (b) such event or condition is not corrected by the Company promptly after receipt of such notice, but in no event more than 30 days after receipt of notice, and (c) Executive resigns his or her employment with the Company (and all Affiliates) not more than 15 days following the expiration of the 30-day period described in subparagraph (b) hereof.
Executive’s Constructive Termination. For purposes of this Agreement, "Constructive Termination" shall be defined as a material breach by ADS of its obligations under this Agreement (including but not limited to any reduction of Executive's Base Salary or incentive compensation as provided herein). If Executive chooses to treat such material breach as a Constructive Termination, Executive shall provide ADS with written notice describing the circumstances being relied upon by Executive for such termination with respect to this Agreement within thirty (30) days after the event giving rise to the Constructive Termination. ADS shall have thirty (30) days after receipt of such notice to remedy the situation prior to the Constructive Termination being deemed final; or (e) ADS terminates this Agreement for cause, with said cause being defined as a conviction of a felony or Executive's being prevented from providing services hereunder as a result of Executive's violation of any law, regulation and/or rule.
