Constructive Involuntary Termination definition

Constructive Involuntary Termination means voluntary termination of employment by the Executive as a result of a significant change in the duties, responsibilities, reporting relationship, job description, compensation, perquisites, office or location of employment of Executive without the written consent of the Executive.
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Constructive Involuntary Termination means a termination following:
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Constructive Involuntary Termination means a termination of employment with the Company and its Subsidiaries at the initiative of the Employee for good reason where the effective date of the termination of Employee’s employment occurs at any time during the two-year period commencing on the earlier of the date of the First Event or the date of the first Preliminary Event, as the case may be, if after such First Event or Preliminary Event, and at or prior to the time of such termination there occurs any of the following conditions arising without the consent of the Employee, provided that Employee has first given notice to the Company of the existence of the condition within sixty (60) days of its first occurrence, and the Company has failed to remedy the condition within sixty (60) days thereafter: (i) the Employee is subjected to a material diminution in the Employee’s authorities, duties, or responsibilities as an employee of the Company in each case as compared with the Employee’s authorities, duties, or responsibilities immediately prior to the First Event or first Preliminary Event, as the case may be, other than a termination for Cause or on account of Disability; (ii) there is a material diminution in the authority, duties or responsibilities of the supervisor to whom the Employee is required to report, including a requirement that the Employee be required to report to an officer or employee of the Company instead of reporting directly to the Board; (iii) the Company or any Subsidiary shall have failed to continue in effect the Employee’s base salary at an equivalent or greater level, as compared to Employee’s base salary immediately prior to the First Event or first Preliminary Event, as the case may be, other than due to a termination for Cause or on account of Disability or shall have failed to pay the Employee any amounts due therefore; (iv) the Company shall have failed to obtain assumption of this Agreement by any successor as contemplated by Paragraph 9(B) hereof, or the Company shall have taken any other action or inaction that constitutes a material breach by the Company of this Agreement or the Summary of Terms; or (v) the Company or any Subsidiary shall require the Employee to relocate to any place other than a location within 50 miles of the location at which the Employee performed substantially all of his duties immediately prior to the First Event or first Preliminary Event, as the case may be, or, if the Employee performed such duties at the Company’s or a Subsidiary’s p...
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Examples of Constructive Involuntary Termination in a sentence

  • 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.

  • 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.

  • There are other amending instruments, but none is relevant.(80) S.I. 1990/200; amended by S.I. 2012/2900.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.


More Definitions of Constructive Involuntary Termination

Constructive Involuntary Termination means any of the following events: (1) reduction of the executive’s title, duties, responsibilities, or authority, other than for Cause or disability; (2) reduction of the executive’s annual base salary; (3) reduction of the aggregate benefits under our pension, profit sharing, retirement, life insurance, medical, health and accident, disability, bonus and incentive plans, and other employee benefit plans and arrangements or reduction of the number of paid vacation days to which the executive is entitled; (4) we fail to obtain assumption of the Agreement by any successor; (5) we require the executive to perform his primary duties at a location that is more than 25 miles further from his primary residence than the location at which he performs his primary duties on the effective date of the Agreement; or (6) a termination of employment with us by the executive after any of the other occurrences listed.
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Constructive Involuntary Termination means voluntary termination of employment by the Executive as a result of a significant reduction or adverse change in the duties, responsibilities, reporting relationship, job description, compensation, perquisites, office or location of employment of the Executive without the written consent of the Executive, which is not cured fully within 30 days after written notice from Executive to the Board identifying such significant reduction or adverse change, provided, that such 30 day period shall be extended to 60 days if such significant reduction or adverse change is not reasonably susceptible to cure within 30 days and the Company shall have commenced cure within such 30 day period and is then proceeding with due diligence to cure such breach.
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Constructive Involuntary Termination means voluntary termination of employment by the Executive as a result of a significant reduction or adverse change in the duties, responsibilities, reporting relationship, job description, compensation, perquisites, office or location of employment of the Executive without the written consent of the Executive.
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Constructive Involuntary Termination means the voluntary termination of a person's employment with the Company and all of its subsidiaries within 90 days following (i) a material reduction in his compensation (including applicable fringe benefits), without his consent, (ii) his demotion or the diminution in his position, authority, duties or responsibilities, without cause and without his consent, or (iii) the relocation of his principal place of employment, without his consent.
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Constructive Involuntary Termination means voluntary termination of employment by the Executive as a result of a significant reduction or adverse change in the duties, responsibilities, reporting relationship, job description, compensation, perquisites, office or location of employment of the Executive without the written consent of the Executive, which is not cured fully within thirty (30) days after written notice from Executive to the Board identifying such significant reduction or adverse change, provided, that such thirty (30) day period shall be extended to sixty (60) days if such significant reduction or adverse change is not reasonably susceptible to cause within thirty (30) days and the Company shall have commenced care within such thirty (30) day period and is then proceeding with due diligence to cure such breach.
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Constructive Involuntary Termination means any of the following events:
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Related to Constructive Involuntary Termination

  • Involuntary Termination means a termination of your employment with the Company pursuant to either (i) a termination initiated by the Company without Cause, or (ii) your resignation for Good Reason, and provided in either case such termination constitutes a Separation from Service. An Involuntary Termination does not include any other termination of your employment, including a termination due to your death or disability.

  • Constructive Termination means:

  • Voluntary Termination means termination by the Employee of the Employee's employment with the Company, excluding termination by reason of Employee's death or disability as described in Sections 2.5 and 2.6.

  • Involuntary Termination of Employment means the Termination of Service by the Company or Subsidiary other than a termination for Cause, or termination of employment by a Participant Employee for Good Reason.

  • Involuntary Termination Without Cause means Executive’s dismissal or discharge other than for Cause. The termination of Executive’s employment as a result of Executive’s death or disability will not be deemed to be an Involuntary Termination Without Cause.

  • Constructive Termination Without Cause means a termination of the Executive's employment at his initiative as provided in this Section 10(c) following the occurrence, without the Executive's written consent, of one or more of the following events (except as a result of a prior termination):

  • Constructively Terminated means, unless otherwise specified by the Committee in the Award Agreement, a voluntary termination of employment by an Employee within ten (10) business days after any of the following actions by the Company, an Affiliate, or a person acting on behalf of either:

  • Voluntary Termination for Good Reason means the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

  • Good Reason Termination means a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

  • Constructive Dismissal means, unless consented to by the Participant, any action that constitutes constructive dismissal of the Participant, including without limiting the generality of the foregoing:

  • Termination of Employment means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company.

  • Without Cause Termination or “Terminated Without Cause” means termination of the Executive’s employment by the Company other than due to death, disability, or Termination for Cause.

  • Termination for Good Reason means a Termination of Employment by Executive for a Good Reason.

  • Qualifying Termination of Employment means a Participant’s Termination of Employment (i) by the Company without Cause or (ii) by the Participant with or without Good Reason or by reason of Retirement.

  • Good Reason means:

  • Constructive Discharge means the occurrence of any of the following:

  • Termination for Cause means termination because of: (1) Executive's personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses), final cease and desist order or material breach of any provision of this Agreement which results in a material loss to the Institution or the Holding Company, or (2) Executive's conviction of a crime or act involving moral turpitude or a final judgement rendered against Executive based upon actions of Executive which involve moral turpitude. For the purposes of this Section, no act, or the failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interests of the Institution or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 8 hereof through the Date of Termination, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Institution, the Holding Company or any subsidiary or affiliate thereof, vest. At the Date of Termination, such stock options and related limited rights and any such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Termination for Cause.

  • Good Reason Event means (1) fraud, criminal conduct or willful misconduct by or on the part of the Company, (2) a representation or warranty made by the Company herein proving to be untrue in any material respect, or (3) a default in the due performance or observance by the Company of any covenant or agreement contained in this Agreement and such default continuing unremedied for a period of 30 days after written notice thereof to the Company by the Dealer Manager.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Termination Without Cause means a Separation as a result of a termination of the Executive’s employment by the Company without Cause and other than as a result of Disability.

  • For Cause means:

  • Due Cause means any of the following events:

  • Constructive Sale means, with respect to any security, a short sale with respect to such security, entering into or acquiring a derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of either directly or indirectly materially changing the economic benefits or risks of ownership of such security.

  • Nonqualifying Termination means a termination of the Executive’s employment (1) by the Company for Cause, (2) by the Executive for any reason other than a Good Reason, (3) as a result of the Executive’s death or (4) by the Company due to the Executive’s absence from his duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Executive’s incapacity due to physical or mental illness.

  • Just Cause means:

  • Company Termination Event has the meaning set forth in Section 10 hereof.