Constructively Terminates definition

Constructively Terminates means Executive’s termination of employment with the Company as a result of the occurrence, without Executive’s consent, of any of the following: (i) a significant reduction in the Executive’s salary, excluding the substitution of substantially equivalent compensation and benefits, that is applicable to all Company senior management; or (ii) Executive’s removal from his position as outlined in Section 1(a); or (iii) Executive’s relocation to a location more than fifty (50) miles from the Company’s Los Angeles, California office location; provided, however, that in the event Executive believes that grounds exist for Executive to Constructively Terminate, then Executive agrees to provide the Board with written notice specifying the purported grounds for such belief and the Company shall have thirty (30) days after receipt of such written notice to cure such purported grounds (unless such purported grounds by their nature cannot be cured, in which case notice and an opportunity to cure shall not be required).
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Constructively Terminates means the effecting of any of the following actions by the Company following which the Executive terminates the Executive's employment by the Company:
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Constructively Terminates means that the Optionee is required (i) to perform services for the Company or any successor corporation that involve responsibilities and duties substantially below the level of a senior executive officer of a publicly-traded company, (ii) to commit more than twenty-five percent (25%) of his business time and attention to the Company or any successor corporation, or (iii) to enter into any agreement that obligates him or restricts his actions substantially more than the terms set forth in the letter of employment, dated June 14, 2001.
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Examples of Constructively Terminates in a sentence

  • Executive shall receive six (6) months of continued salary payments as severance upon a termination without Cause, or twelve (12) months of continued salary payments as severance if the Company Constructively Terminates Executive within twelve (12) months after a Change of Control (such six (6) or twelve (12) month period as applicable, the “Severance Period”).

  • If, within twelve (12) months following a Change of Control, Executive’s employment is terminated by the Company without Cause or Constructively Terminates, then effective immediately prior to Executive’s termination of employment, the vesting and exercisability of one hundred percent (100%) of Executive’s unvested stock options shall fully accelerate.

  • In the event that the Company or any successor corporation (i) terminates Optionee as a Service Provider other than for Cause following a Change of Control (as defined in Section 10(c)) or (ii) Constructively Terminates Optionee as a Service Provider following a Change of Control, all remaining unvested Shares shall vest immediately.

  • If, during the Employment Term, (i) the Company terminates the Employment Term without Cause, or (ii) the Company Constructively Terminates the Employment Term, then in either of such events the Company shall pay the Employee: (i) the greater of (A) the Employee’s Base Salary through the end of the Employment Term and (B) twenty-four (24) weeks Base Salary (paid in accordance with the Company’s usual payroll procedures); and (ii) any bonus payable prior to the date of termination.

  • It will be recommended at the first meeting of the Board following the Effective Date that if, within twelve (12) months following a Change in Control, Executive’s employment is terminated by the Company without Cause or Constructively Terminates, then effective immediately prior to Executive’s termination of employment, the vesting and exercisability of fifty percent (50%) of Executive’s unvested stock options shall fully accelerate.

  • Executive shall receive six (6) months of continued salary payments as severance upon a termination without Cause or twelve {12) months of continued salary payments as severance if the Company Constructively Terminates Executive within twelve (12) months after a Change of Control (such six (6) or twelve (12) month period, as applicable, the “Severance Period”).

  • It will be recommended at the first meeting of the Board following the Effective Date that if, within twelve (12) months following a Change of Control, Executive’s employment is terminated by the Company without Cause or Constructively Terminates, then effective immediately prior to Executive’s termination of employment, the vesting and exercisability of fifty percent (50%) of Executive’s unvested stock options shall fully accelerate.

  • If, during the Employment Term, (i) the Company terminates the Employment Term without Cause, or (ii) the Company Constructively Terminates the Employment Term, then in either of such events the Employee shall be entitled to: (i) the greater of the Employee’s Base Salary through the end of the Employment Term and twenty-four (24) weeks Base Salary (paid in accordance with the Company’s usual payroll procedures); and (ii) any bonus payable prior to the date of termination.

  • Additionally, if Executive’s employment with the Company terminates other than voluntarily or for “Cause” or the Company Constructively Terminates Executive’s employment (as defined herein), and Executive is not entitled to any reimbursement for COBRA benefits from Xxx.xxx Inc.


More Definitions of Constructively Terminates

Constructively Terminates or "Constructive Termination" means the Bank, without the prior written consent of the Executive:
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Constructively Terminates means Executive’s termination of employment with the Company as a result of the occurrence, without Executive’s consent, of any of the following: (i) a material reduction in the Executive’s base salary, excluding the substitution of substantially equivalent compensation and benefits that is applicable to all Company senior management; or (ii) Executive’s removal from his positions, duties, or responsibilities as outlined in Section 1(a), in each case which results in a material diminution of Executive’s authority, duties or responsibilities; or (iii) Executive’s relocation to a location more than fifty (50) miles from the Company’s Los Angeles, California office location; provided, however, that in the event Executive believes that grounds exist for Executive to Constructively Terminate, then Executive agrees to provide the Board with written notice of at least thirty (30) days specifying the purported grounds for such belief and the Company shall have thirty (30) days after receipt of such written notice to cure such purported grounds (unless such purported grounds by their nature cannot be cured, in which case notice and an opportunity to cure shall not be required). If Executive Constructively Terminates, his employment shall be considered “Constructively Terminated.”
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Related to Constructively Terminates

  • 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:

  • Constructive Termination means:

  • 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):

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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 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:

  • Separates from Service or “Separation from Service” means the Participant’s termination of service as a non‑employee director and as an employee of UGI for any reason other than death and shall be determined in accordance with section 409A of the Code.

  • 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.

  • 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.

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

  • Covered Termination means the termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, and shall not include a termination due to Executive’s death or disability.

  • 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:

  • Good Reason means:

  • Termination of Service means:

  • For Cause means:

  • Child with a disability means a child who, by reason of any of the following, needs special education and related services:

  • Automatic Termination shall have the meaning set forth in Section 2.3.2.

  • Anticipatory Termination means a termination of employment where PNC terminates your employment with PNC (other than for Misconduct or Disability) prior to the date on which a Change of Control occurs, and you reasonably demonstrated that such termination of employment (i) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control.

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

  • Just Cause means:

  • Qualifying Retirement means the Employee’s voluntary termination of employment after the Employee has (i) attained (X) age sixty-five (65), (Y) age fifty-five (55) with ten (10) Years of Service as a full-time employee of the Partnership or any of its Affiliates, or (Z) an age which, when added to such Years of Service of the Employee equals at least seventy-five (75), and (ii) previously delivered a written notice of retirement to the Partnership and on the date of retirement the Employee has satisfied the minimum applicable advance written notice requirement set forth below: By way of illustration, and without limiting the foregoing, if (i) the Employee is eligible to retire at age fifty-nine (59) after ten (10) Years of Service, (ii) the Employee gives two (2) years notice at age fifty-eight (58) that the Employee intends to retire at age sixty (60), and (iii) the Employee later terminates employment at age fifty-nine (59), then the Employee’s retirement at age fifty-nine (59) would not constitute a Qualifying Retirement. However, if (i) the Employee is eligible to retire at age fifty-nine (59) after ten (10) Years of Service, (ii) the Employee gives two (2) years notice at age fifty-eight (58) that the Employee intends to retire at age sixty (60), and (iii) the Employee terminates employment upon reaching age sixty (60), then the Employee’s retirement at age sixty (60) would constitute a Qualifying Retirement.