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):
Constructive Termination Without Cause means the termination of the Executive’s employment at Executive’s initiative after, without the Executive’s prior written consent, one or more of the following events:
(a) requiring the Executive to report to any person other than directly and exclusively to the Board or the Executive Chairman of the Board; any material diminution in the Executive’s authority, duties or responsibilities;
(b) a material breach by Employer of this agreement, including, without limitation, the failure by the Employer to fulfill its obligations under this agreement;
(c) a material reduction in the Base Salary; or
(d) relocating the Executive’s principal place of work outside the Metropolitan Area. The Executive agrees that each of the following must occur before the Executive may assert the existence of a Constructive Termination without Cause: (i) the Executive must provide written notice to the Board or the Chairman of the Board, within a period not to exceed thirty (30) days after the first occurrence of the event that allegedly constitutes Constructive Termination without Cause, with reasonable specification of the matter(s) giving rise to the notice; (ii) the Employer must have the opportunity, through the Chairman or a Board member designated by him, to respond in writing to the written notice, with the assistance of any counsel deemed appropriate by the Employer (at its expense) not sooner than ten (10) business days after delivery of the written notice; (iii) upon delivery of the written notice referred to in clause (i) of this paragraph, the Employer shall have a period of thirty (30) days within which to cure any deficiency that would result in Constructive Termination without Cause; and (iv) if the Employer fails to cure a deficiency within such thirty (30) day period, the Executive must actually terminate employment within fifteen (15) days of the Employer’s failure to cure such deficiency. The Board must have the opportunity, acting collectively or through a designee, to investigate, inquire, and otherwise inform itself of the assertion, followed by a hearing before the Board during which the Executive is allowed the opportunity to orally present Executive’s position during a confidential meeting of the entire Board, and the Employer is allowed to respond, within ten (10) business days after the Employer delivers to the Executive its written response to the Executive’s written notice.
Constructive Termination Without Cause shall have the meaning set forth in Section 10(c) below.
Examples of Constructive Termination Without Cause in a sentence
Employee may elect to terminate his Employment under this Agreement upon a Constructive Termination Without Cause, as defined below.
In the event that: (i) a Constructive Termination Without Cause occurs and (ii) Section 8(F) (change in control) does not apply, then the Executive shall have the same entitlements as provided under Section 8(D) for a termination by the Company without Cause.
If there is a Change of Control, termination without Cause, termination for Good Reason or Constructive Termination Without Cause, any awards under the 2007 LTIP or such other plan(s) as Company may adopt from time to time (“Stock Awards”) which Executive has received shall vest immediately.
The failure of the Executive to effect a Constructive Termination Without Cause as to any one event described in Section 1(h) shall not affect his entitlement to effect a Constructive Termination Without Cause as to any other such event.
In the event, within three years following a Change in Control occurring during the Initial Term, the Executive's employment is terminated by the Company without Cause or there is a Constructive Termination Without Cause, then the Executive shall be entitled to receive the Termination Benefits.
More Definitions of Constructive Termination Without Cause
Constructive Termination Without Cause means the termination of the Executive’s employment at his initiative after, without the Executive’s prior written consent, one or more of the following events:
(a) a reduction in the Base Salary (unless such reduction is part of an overall and nondiscriminatory reduction by the Employer to the base salaries of all of its senior executives and such reduction is proportional in amount to the reductions suffered by all of such other senior executives), or the uncured failure by the Employer to fulfill its obligations under this Agreement within thirty (30) days after written notice thereof from the Executive to the Employer;
(b) the failure to elect the Executive to any of the positions described in Section 3.1;
(c) any material diminution or adverse change in the duties, authority, responsibilities, or positions of the Executive; or any attempt to remove the Executive from any executive management position in a manner contrary to this Agreement or the Employer’s then effective certificate of incorporation or by-laws;
(d) the assignment to the Executive of duties or responsibilities which are materially inconsistent or different from those customarily performed by a person holding the executive management positions to be held by the Executive pursuant to Section 3.1;
(e) the failure of the Employer to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets or business of the Employer after a merger, consolidation, sale, or similar transaction, provided that such transaction does not constitute a “Change in Control”;
(f) the commencement by or against the Employer or any of its material subsidiaries of a voluntary or involuntary proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in effect; or seeking the appointment of a trustee, receiver, liquidator, or custodian of it or any substantial part of its property, and consent by the Employer or any such material subsidiary to any such relief, provided that such relief does not constitute a “Change in Control”; or
(g) the Executive agrees that each of the following must occur before the Executive may assert the existence of a Constructive Termination without Cause (other than with respect to Section 12.3(e)): (i) the Executive must provide written notice to the Board or the Chairman of the Board, with reasonable specification of the matter(s) giving rise...
Constructive Termination Without Cause means a termination of Executive's employment initiated by Executive not later than 12 months following the occurrence (not including any time during which an arbitration proceeding referenced below is pending), without Executive's prior written consent, of one or more of the following events (or the latest to occur in a series of events), and effected after giving the Company not less than 10 working days' written notice of the specific act or acts relied upon and right to cure:
Constructive Termination Without Cause means a termination of Employee’s employment at his initiative following the occurrence, without Employee’s prior written consent, of one or more of the following events:
Constructive Termination Without Cause means the termination of your employment at your initiative after, without your prior written consent, one or more of the following events:
Constructive Termination Without Cause means a termination of Employee at Employee’s own initiative within one year following the occurrence, without Employee’s prior written consent, of one or more of the following events not on account of Cause (“Constructive Termination Events”):
Constructive Termination Without Cause means a termination of the Executive's employment at his initiative as provided in this Section 13 following the occurrence, without the Executive's written consent, of one or more of the following events:
(a) a reduction in the Executive's then current Base Salary or failure by the Employer to fulfill its obligations under Sections 6, 7, 8 or 9 above;
(b) the failure to elect or reelect the Executive to any of the positions described in Section 3 hereof or the removal of him from any such position;
(c) a material diminution in the Executive's duties or the assignment to the Executive of duties which are materially inconsistent with his duties or which materially impair the Executive's ability to function as the President, Chief Executive Officer and Member of the Office of the Chairman of the Employer; or
(d) the failure of the Employer to obtain the assumption in writing of its obligation to perform this Employment Agreement by any successor to all or substantially all of the assets of the Employer within 15 days after a merger, consolidation, sale or similar transaction.
Constructive Termination Without Cause means the Participant’s termination of his or her employment following the occurrence, without the Participant’s written consent, of one or more of (A) an assignment of any duties to the Participant that is materially inconsistent with Participant’s position, (B) a material decrease in Participant’s annual base salary or target annual incentive award opportunity, or (C) a relocation of Participant’s principal place of employment more than thirty-five (35) miles from Executive’s place of employment before such relocation. In all cases, no Constructive Termination Without Cause shall be deemed to have occurred if any such event occurs as a result of a prior termination. In addition, no Constructive termination Without cause shall be deemed to have occurred unless the Participant provides written notice to the Corporation that any such event has occurred, which notice identifies the event and is provided within thirty (30) days of the initial occurrence of such event, a cure period of forty-five (45) days following the Corporation’s receipt of such notice expires and the Corporation has not cured such event within such cure period, and the Participant actually terminates his/her employment within thirty (30) days of the expiration of the cure period.