Constructively Discharged definition

Constructively Discharged means (A) if the Grantee is a party to an Employment Agreement that includes a definition of “constructively discharged” or is a participant in the Executive Change in Control and Severance Plan, the definition of such term in such Employment Agreement or the Executive Change in Control and Severance Plan, as applicable, or (B) if the Grantee is not party to an Employment Agreement that defines “constructively discharged” and is not a participant in the Executive Change in Control and Severance Plan, the occurrence of any one of the following events: (i) the Grantee is not re-elected to, or is removed from, the position the Grantee holds with the Company as of the Grant Date, other than as a result of the Grantee’s election or appointment to positions of equal or superior scope and responsibility; (ii) the Grantee shall fail to be vested by the Company with the powers, authority and support services normally attendant to any of said offices; (iii) the Company shall notify the Grantee that the employment of the Grantee will be terminated or materially modified in the future or that the Grantee will be Constructively Discharged in the future; or (iv) the Company changes the primary employment location of the Grantee to a place that is more than fifty (50) miles from the primary employment location as of the Grant Date. Notwithstanding the foregoing, the Grantee shall not be deemed to be Constructively Discharged unless (1) the Grantee notifies the Company in writing of the occurrence of the condition that would constitute a Constructive Discharge hereunder within 90 days after the first occurrence of such condition; (ii) the Company fails to remedy the condition within 30 days after such notice is provided (the “Cure Period”); and (iii) the Grantee terminates the Grantee’s employment within 10 days after the end of the Cure Period.
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Constructively Discharged means the occurrence of any one or more of the following: (A) Employee is removed from all of the offices described in Paragraph 1 hereof; (B) Company fails to vest with or removes from Employee the duties, responsibilities, authority or resources that he reasonably needs to competently perform the duties of his office; (C) Company decreases Employee’s basic compensation or arbitrarily and capriciously decreases Employee’s bonus; or (D) Company transfers Employee to a location outside the Denver metropolitan area; and in any such case, Company fails to cure any of the above within thirty (30) days after Employee gives Company written notice of the occurrence of such event or events.
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Constructively Discharged means (A) if the Employee is a party to an Employment Agreement that includes a definition of “constructively discharged” or is a participant in the Executive Change in Control and Severance Plan, the definition of such term in such Employment Agreement or the Executive Change in Control and Severance Plan, as applicable, or (B) if the Employee is not party to an Employment Agreement that defines “constructively discharged” and is not a participant in the Executive Change in Control and Severance Plan, the occurrence of any one of the following events: (i) the Employee is not re-elected to, or is removed from, the position the Employee holds with the Company as of the Grant Date, other than as a result of the Employee’s election or appointment to positions of equal or superior scope and responsibility; (ii) the Employee shall fail to be vested by the Company with the powers, authority and support services normally attendant to any of said offices; (iii) the Company shall notify the Employee that the employment of the Employee will be terminated or materially modified in the future or that the Employee will be Constructively Discharged in the future; or (iv) the Company changes the primary employment location of the Employee to a place that is more than fifty (50) miles from the primary employment location as of the Grant Date.
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Examples of Constructively Discharged in a sentence

  • In the event that Executive is terminated For Cause (as defined below) or if Executive voluntarily terminates his employment and is not Constructively Discharged (as defined below), StarMedia shall pay Executive all compensation due and owing through the last day actually worked and thereafter all of StarMedia's obligations under this Agreement shall cease.

  • Following a Change of Control, if Executive is Constructively Discharged, he may terminate this Agreement and his employment by delivering written notice to the Bank no later than 30 days before the effective date of termination.

  • Executive's employment is terminated, including Constructively Discharged, by the Employer or its successor either in contemplation of or after Change in Control, other than on a for-cause basis.

  • If at any time, except in connection with a termination pursuant to Section 5, 6, or 8 Executive is Constructively Discharged (as that term is defined in this Section 7) then Executive shall have the right, by written notice to Employer within sixty (60) days of such Constructive Discharge, to terminate his services hereunder, effective as of thirty (30) days after such notice.

  • In the event of a termination of employment by the Executive on his own initiative, other than a termination due to death, disability or as a result of the Executive having been Constructively Discharged, the Executive shall receive the Accrued Benefit in full settlement and satisfaction of all payments provided for in this Agreement.

  • For purposes of this Agreement, the Employee shall be deemed "Constructively Discharged" if the Employer changes the primary employment location of the Employee to a place other than Bermuda without the express written consent of the Employee.

  • If at any time during the Term of this Agreement, except in instances where the Company has valid grounds to terminate the Executive’s employment pursuant to Section 5(e) (Termination for Cause), the Executive is Constructively Discharged (as hereinafter defined), then the Executive shall have the right to terminate his services hereunder, effective as of thirty (30) days after the date of such notice.

  • In the event that Employee is Constructively Discharged, his termination shall be treated as if made by Company without cause and Executive shall receive all the compensation and benefits specified in paragraph 9E below.

  • If the Company’s shareholders approve a merger or other transaction which results in a Change in Control and the Company Discharges or Constructively Discharges the Executive on or after the date of the related shareholder meeting but before the actual date of the Change in Control, Executive shall be deemed to have been Discharged or Constructively Discharged immediately following the Change in Control.

  • Executive acknowledges and agrees that Executive shall not be deemed to have been Constructively Discharged as a result of a merger of Employer and any subsidiary of the Company or other similar transaction that has the effect of combining the operations of Employer with one or more subsidiaries of the Company.


More Definitions of Constructively Discharged

Constructively Discharged. (as defined in Section 2(e) of this Agreement), Xxxx Atlantic shall cause the Xxxx Atlantic Company which then employs the Key Employee to pay to the Key Employee, in cash, an aggregate amount equal (before withholding of taxes) to two times "Pay" (as defined in Section 2(b) of this Agreement).
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Constructively Discharged upon the occurrence, without the Executive’s express written consent, of any of the following events, provided that the Executive gives at least thirty (30) days prior written notice of Executive’s termination: (i) a material reduction in the Executive’s then current Base Salary; (ii) any change in the Executive’s duties and responsibilities that is inconsistent in any adverse respect with the Executive’s position(s), duties or responsibilities, or an adverse change in the Executive’s place in the organization chart or in the seniority of the individual (or Board, where applicable) to whom the Executive shall report; (iii) a material and adverse change in the Executive’s titles or offices (including, if applicable, membership on the board of directors of the Company or the Bank); (iv) requiring the Executive to be based more than fifty (50) miles from the location of the Executive’s place of employment as of the Effective Date, except for normal business travel in connection with the Executive’s duties; or (v) a material breach of this Agreement by the Company. Upon the occurrence of any event referenced in (i) through (v) above, Executive shall, within forty-five (45) days of such occurrence, provide the Company notice of the existence of the condition. Upon receiving notice, the Company shall have no more than thirty (30) days to remedy the condition. In no event will Executive’s termination of employment be deemed a Constructive Discharge if such termination occurs more than twelve (12) months from the date of the initial existence of the event described in subsections (i) through (v) with respect to which Executive is terminating employment. The Executive’s right to terminate employment due to a Constructive Discharge shall not be affected by incapacities due to mental or physical illness and the Executive’s continued employment or lack of notice hereunder shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting a Constructive Discharge.
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Constructively Discharged means any of the following: (i) there is a reduction by the Company in Executives Base Salary, (ii) the Company requires Executive to relocate his principal place of employment outside the counties of Los Angeles and Ventura, or (iii) there is a material diminution in Executives reporting responsibilities or title.
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Constructively Discharged means where Employee's job responsibilities have materially changed from the responsibilities described in paragraph 3(a) hereof and as carried out generally by the Employee for the six month period prior to the relevant time period such that Employee is no longer performing the duties and services incident to his position, including but not limited to any change in Employee's reporting relationships or any requirement that Employee relocate either his residence or the primary place of performance of his duties, or any materially adverse change in Employee's compensation plan, including Employee's bonus plan.
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Constructively Discharged has the meaning set forth in Section 2(d)(ii).
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Constructively Discharged means:
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Related to Constructively Discharged

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

  • Daily discharge means the discharge of a pollutant measured during a calendar day or any 24-hour period that reasonably represents the calendar day for purposes of sampling. For pollutants with limitations expressed in units of mass, the "daily discharge" is calculated as the total mass of the pollutant discharged over the day. For pollutants with limitations expressed in other units of measurement, the "daily discharge" is calculated as the average measurement of the pollutant over the day.

  • 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:

  • New discharger means any building, structure, facility, or installation: (A) From which there is or may be a new or additional discharge of pollutants at a site at which on October 18, 1972, it had never discharged pollutants; (B) Which has never received a finally effective NPDES permit for discharges at that site; and (C) Which is not a “new source”. This definition includes an indirect discharger, which commences discharging into waters of the United States. It also includes any existing mobile point source, such as an offshore oil drilling rig, seafood processing vessel, or aggregate plant that begins discharging at a location for which it does not have an existing permit.

  • Direct discharge means the discharge of a pollutant.

  • Illicit discharge means any discharge to a municipal separate storm sewer that is not composed entirely of stormwater except discharges pursuant to a NPDES permit (other than the NPDES permit for discharges from the municipal separate storm sewer) and discharges resulting from emergency fire fighting activities.

  • Non-stormwater discharge means any discharge not comprised entirely of stormwater discharges authorized by a NPDES permit.

  • Indirect discharger means a non-domestic discharger introducing pollutants into a publicly owned treatment and disposal system.

  • Maximum daily discharge limitation means the highest allowable “daily discharge.”

  • Indirect discharge means the introduction of pollutants into a POTW from any non-domestic source regulated under section 307(b), (c) or (d) of the Act.

  • Discharge for Cause means a discharge resulting from Employee having (i) committed any act involving moral turpitude, dishonesty, or fraud that, in the good faith opinion of Company, causes a material harm to Company, (ii) failed or refused to follow legal and reasonable policies or directives established and previously given to Employee in writing by Company, (iii) willfully failed to attend to his duties after ten (10) days prior written notice of failure to so act, (iv) committed acts amounting to gross negligence or willful misconduct to the material detriment of Company, or (v) otherwise materially breached any of the terms or provisions of this Agreement after ten (10) days prior written notice of such material breach and failure to cure such breach. Employee shall be deemed to have been discharged for cause upon delivery to Employee of a "Notice of Termination" stating the "Date of Termination" and specifying the particulars of the conduct justifying discharge for cause. Furthermore, if the Employee is terminated without cause, then the Company agrees, if requested by Employee for the sole purpose of exercising any vested options that Employee has the right to exercise, to loan to the Employee an amount equal to (i) the full exercise price of all vested options that the Employee has the right to exercise less (ii) the par value of such shares as are to be exercised. The terms of the loan shall be that it shall be (a) secured by the stock to be purchased, (b) be otherwise non-recourse to the Employee, (c) bear interest at the prime rate of interest as published from time to time in The Wall Street Journal, and (d) be fully due and payable, principal and interest, two (2) years from the date of termination.

  • Average weekly discharge limitation means the highest allowable average of “daily discharges” over a calendar week, calculated as the sum of all “daily discharges” measured during a calendar week divided by the number of “daily discharges” measured during that week.

  • Average monthly discharge limitation means the highest allowable average of “daily discharges” over a calendar month, calculated as the sum of all “daily discharges” measured during a calendar month divided by the number of “daily discharges” measured during that month.

  • 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 means:

  • Gravely disabled means a condition in which a person, as a

  • Constructively Own means ownership under the constructive ownership rules described in Exhibit C.

  • Discharger , as used herein, means, as appropriate: (1) the Discharger, (2) the local sewering entity (when the collection system is not owned and operated by the Discharger), or (3) "indirect discharger" (where "Discharger" appears in the same paragraph as "indirect discharger”, it refers to the discharger.)

  • Constructively Owned shall have the correlative meanings.

  • 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.

  • Discharged shall have a corresponding meaning.

  • Seriously disabled means a person with severe physical or sensory disabilities.

  • Good Reason means:

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

  • Gravely disabled minor means a minor who, as a result of a

  • Discharge (of a pollutant) means any addition of any pollutant or combination of pollutants to waters of the United States from any point source; or any addition of any pollutant or combination of pollutants to the waters of the contiguous zone or ocean from any point source other than a vessel or other floating craft which is being used as a means of transportation.