Constructive Termination Event means (x) any action by Employer which is directed at Employee specifically, or which is aimed at a group of employees which includes Employee, and not at all employees generally, and which has the effect of diminishing Employee's compensation, employment responsibilities, authority, or accommodations; or (y) a request by any holder of Employer's outstanding indebtedness that Employee terminate his employment with Employer.
Constructive Termination Event means, in the absence of a written consent of the Participant, and notwithstanding the applicability at the time of the Employment Agreement, so long as such agreement does not contain a definition of “Good Reason,” any one or more of the following: (i) a significant and non-temporary change in the Participant’s general job description or duties of a magnitude that changes the fundamental character of the Participant’s job to such an extent as to constitute a de facto demotion, excluding for this purpose any action not taken in bad faith that (x) results from the evaluation of individual job performance, (y) is part of any overall restructuring involving similarly situated employees generally, or (z) is remedied on the part of the employer promptly after receipt of notice thereof; (ii) any material reduction in the Participant’s base salary or target bonus outside the range of percentages for the respective position, excluding reductions (x) due to economic exigency affecting the Company and/or its subsidiaries, (y) that result from the evaluation of individual job performance or (z) that are made generally applicable to the classification or grade of employees of whom the Participant is a member, other than a reduction not occurring in bad faith and which is remedied on the part of the employer promptly after receipt of notice thereof; or (iii) requiring the Participant to relocate his or her principal business location more than 50 miles from the farther of his residence or his or her principal business location as of the date of the Change in Control.
Constructive Termination Event means: (a) the assignment to Employee of any duties materially inconsistent with his/her status as of the Company, his/her removal from the position of , or a diminution in the nature or status of Employee’s responsibilities; (b) a reduction by the Company in Employee’s annual base salary; and/or (c) the failure by the Company to continue to provide Employee with benefits substantially similar to those enjoyed by Employee under any of the Benefit Plans in which Employee was participating, unless such changes apply to all Company executives.
Examples of Constructive Termination Event in a sentence
In the event that Executive shall terminate employment hereunder (other than by reason of a Constructive Termination Event) pursuant to Section 5(e) hereof, this Agreement shall forthwith terminate at the end of the Notice Period and PROMISTAR shall continue to pay Executive the compensation and benefits set forth in Section 4 until the end of the Notice Period.
If, within the Three-Year Period Employee experiences a Constructive Termination Event, and after providing written notice to Employer no later than 90 days of the date the Constructive Termination Event first arose or occurred, Employer fails to cure the event or condition giving rise to the Constructive Event within the 30-day period following Employer’s receipt of the written notice, Employee may, effective at the end of such 30-day cure period, resign his employment with Employer (the “Resignation”).
For purposes of this Agreement, “good reason” shall mean the occurrence of a Constructive Termination Event.
In order to constitute Constructive Termination, Executive must notify Luminex, in writing, of the Constructive Termination Event within fifteen (15) days of its occurrence (the “Constructive Termination Notice Period”) and Luminex must fail to cure the Constructive Termination Event, to the extent such event can be cured, within thirty (30) days of its receipt of such notice (the “Constructive Termination Cure Period”).
If, within the Three-Year Period Employee experiences a Constructive Termination Event, and after providing written notice to Company no later than 90 days of the date the Constructive Termination Event first arose or occurred, Company fails to cure the event or condition giving rise to the Constructive Event within the 30-day period following Company’s receipt of the written notice, Employee may, effective at the end of such 30-day cure period, resign his employment with Company (the “Resignation”).
More Definitions of Constructive Termination Event
Constructive Termination Event means any of the following events, which shall not have been remedied by the Company within 15 days following written notice from you to the Company of the occurrence of such event:
(i) The Company or any of its subsidiaries reduces your base salary or rate of Compensation as in effect immediately prior to the Change of Control, or otherwise fails to provide to you compensation and benefit plans, arrangements, policies and procedures which, taken as a whole, are no less favorable to you (including on an after-tax basis) than those, taken as a whole, provided by the Company or any of its subsidiaries to you immediately prior to the Change of Control.
(ii) Without your express written consent, the Company or any of its subsidiaries significantly reduces your job authority and responsibility.
(iii) Without your express written consent, the Company or any of its subsidiaries requires you to change the location of your job or office, so that you will be based at a location more than 35 miles from the location of your job or office immediately prior to the Change of Control.
(iv) A successor company fails or refuses to assume the Company's obligations under this Agreement, as required by Article V.
(v) The Company or any successor company breaches any of the material provisions of this Agreement.
Constructive Termination Event means the occurrence, without Holder’s written consent of: (a) a material reduction in Holder’s annual base salary [or the annual target bonus opportunity established under Holder’s employment agreement with the Company or one of its Affiliates]; (b) the Employer requiring a relocation of the Holder’s principal place of employment more than 50 miles from Holder’s principal place of employment as of the Closing; (c) [any material breach by the Employer of a material provision of Holder’s written employment agreement with the Employer; or (d)] a material diminution in Holder’s duties or responsibilities; provided, however, that Holder gives written notice to the Employer of the existence of such a condition within 90 days of the initial existence of the condition, the General Partner has at least 30 days from the date when such notice is provided to cure the condition (if such condition can be cured) without being required to provide vesting due to termination of employment, and Holder actually terminates Holder’s employment due to the Constructive Termination Event within six months of the initial occurrence of any of the conditions above.
Constructive Termination Event means the (i) reduction in the Employee's salary or (ii) the relocation of the Employee.
Constructive Termination Event shall be deemed to have occurred with respect to Employee if within the period beginning sixty (60) days prior to and ending ninety (90) days following the occurrence of the first Corporate Change to occur after the Effective Date the Employer:
(1) reduces Employee’s Base Pay or target bonus under any bonus or incentive compensation plan of the Employer from the Base Pay being paid to or the bonus being targeted for Employee immediately prior to such Corporate Change;
(2) makes a significant reduction in the level, or a significant increase in the cost to Employee, of the employee benefits (including but not limited to medical, dental, vision, life insurance, accidental death and dismemberment, and long-term disability benefits) and perquisites being provided to or for the benefit of Employee from the level or cost applicable to Employee immediately prior to such Corporate Change;
(3) requires or requests Employee to relocate to a principal place of employment that is more than twenty-five (25) miles from the location where Employee was principally employed immediately prior to such Corporate Change;
(4) changes the status, position or responsibilities of Employee which, in Employee’s reasonable judgment, represents a demotion from his or her status, position or responsibilities as in effect immediately prior to such Corporate Change, or assigns duties or responsibilities to Employee which, in Employee’s reasonable judgment, are inconsistent with his or her status, position or responsibilities as in effect immediately prior to such Corporate Change.
Constructive Termination Event has the meaning ascribed to this term in the Executive Services Agreement of the Executive Chairman.
Constructive Termination Event shall be deemed to have occurred with respect to a Covered Executive if within the period beginning sixty (60) days prior to and ending one (1) year following the occurrence of the first Corporate Change to occur after the Effective Date the Employer:
(1) reduces such Covered Executive’s Base Pay or target bonus under any bonus or incentive compensation plan of the Employer from the Base Pay being paid to or the bonus being targeted for him or her immediately prior to such Corporate Change;
(2) makes a significant reduction in the level, or a significant increase in the cost to such Covered Executive, of the employee benefits (including but not limited to medical, dental, life insurance, accidental death and dismemberment, and long-term disability benefits) and perquisites being provided to or for the benefit of such Covered Executive from the level or cost applicable to him or her immediately prior to such Corporate Change;
(3) requires or requests such Covered Executive to relocate to a principal place of employment that is more than twenty-five (25) miles from the location where he or she was principally employed immediately prior to such Corporate Change; or
(4) changes the status, position or responsibilities of such Covered Executive which, in such Covered Executive’s reasonable judgment, represents a demotion from his or her status, position or responsibilities as in effect immediately prior to such Corporate Change, or assigns duties or responsibilities to such Covered Executive which, in such Covered Executive’s reasonable judgment, are inconsistent with his or her status, position or responsibilities as in effect immediately prior to such Corporate Change.
Constructive Termination Event means (a) the assignment to Employee of any duties materially inconsistent with his status as Group President - Labware and Life Sciences, his removal from the position of Group President - Labware and Life Sciences, or a diminution in the nature or status of Employee's responsibilities; (b) a reduction by the Company in Employee's annual base salary; and/or (c) the failure by the Company to continue to provide Employee with benefits substantially similar to those enjoyed by Employee under any of the Benefit Plans in which Employee was participating, unless such changes apply to all Company executives.