Constructive Involuntary Termination definition
Examples of Constructive Involuntary Termination in a sentence
However, if this Agreement is terminated in anticipation of a Change of Control Event, such termination shall be a "Constructive Involuntary Termination" as defined herein.
If the event constituting a Constructive Involuntary Termination is a failure by the Company to obtain assumption of this Agreement by any successor as contemplated by Section 12 of this Agreement, the date on which the succession became effective shall be deemed the date of the Qualifying Event.
If your employment is terminated at any time by the Company for Cause or if you resign other than by reason of a Constructive Involuntary Termination, as herein defined, then you will be paid your base salary to the date of termination and the unpaid portion of any bonus or incentive amount earned by you for the fiscal year ending prior to the termination of your employment which you are entitled to receive under the terms of any annual incentive plan maintained by the Company.
The Executive’s mental or physical incapacity following the occurrence of an event described above in clauses (a) through (g) shall not affect the Executive’s ability to terminate employment for Constructive Involuntary Termination.
Whether a Qualifying Event has occurred shall be determined separately with respect to each Change of Control Event and each event constituting a Constructive Involuntary Termination or Involuntary Termination.
A voluntary termination will have occurred if the Executive resigns from the successor corporation after a Change of Control under conditions other than as constitute a Constructive Involuntary Termination.
For purposes of this Section 3, any good faith determination of Constructive Involuntary Termination made by the Executive shall be conclusive.
Anything in this Agreement to the contrary notwithstanding, a termination by the Executive for any reason during the 30-day period immediately following the first anniversary of the Change of Control Event (the “Window Period”) shall be deemed to be a Constructive Involuntary Termination for all purposes of this Agreement.
Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement, shall constitute a Constructive Involuntary Termination, and shall be treated as a Qualifying Event entitling the Executive to the compensation and benefits described in Sections 6 and 7 of this Agreement unless such failure is remedied within 10 calendar days after Company receives written notice thereof.
If within three years of the "Change in Control Event" (hereafter called the "Transition Period") there shall be an "Involuntary Termination" or "Constructive Involuntary Termination" of the Executive, the Executive shall be entitled to the payments and benefits provided in Paragraph 3.