Common use of Constructive Termination of Employee Clause in Contracts

Constructive Termination of Employee. Employee may terminate his employment upon written notice to the Company of any one of the following events that occurs, if not cured and corrected by the Company or its successor within 10 business days after written notice thereof by the Employee to the Company or its successor (“Good Reason”): (i) any change in the Employee’s Vice President or General Counsel titles or position that constitutes a material diminution or material adverse change in authority as compared to the authority of the Employee’s title or position as of the Effective Date; (ii) any material reduction in the Employee’s annual Base AuthenTec, Inc. • P.X. Xxx 0000 • Xxxxxxxxx, XX 00000-0000 • Tel: 1-000-000-0000 • Fax: 1-000-000-0000 • wxx.xxxxxxxxx.xxx Compensation as in effect on the Effective Date (other than as set forth in the proviso to item (v)); (iii) a substantial diminution or material adverse change in the Employee’s duties and responsibilities (other than a change due to the Employee’s Total and Permanent Disability or as an accommodation under the Americans With Disabilities Act); (iv) any requirement that the Employee relocate, by more than 50 miles, the principal location from which he performs services for the Company as compared to such location as of the Effective Date; (v) any other material breach of this Agreement which is not cured within thirty (30) days after receipt of written notice, provided that a reduction in the Employee’s Base Compensation that is proportional under a reasonable plan affecting all other employees shall not be deemed a material breach of this Agreement; (vi) failure of Company to obtain the agreement from any successor to Company to assume and agree to perform this Agreement; provided, however, that no diminution of title, position, duties or responsibilities shall be deemed to occur solely because the Company becomes a subsidiary of another corporation or entity or because there has been a change in the reporting hierarchy incident thereto involving the Employee.

Constructive Termination of Employee. Employee may terminate his employment upon written notice to the Company of any one of the following events that occurs, if not cured and corrected by the Company or its successor within 10 business thirty (30) days after written notice thereof by the Employee to the Company or its successor (“Good Reason”): (i) any adverse change in the Employee’s Vice President or General Counsel titles or position that constitutes a material diminution or material adverse change in authority as compared to the authority of the Employee’s title or position as of the Effective Date; (ii) any material reduction in the Employee’s annual Base AuthenTec, Inc. • P.X. Xxx 0000 • Xxxxxxxxx, XX 00000-0000 • Tel: 1-000-000-0000 • Fax: 1-000-000-0000 • wxx.xxxxxxxxx.xxx Compensation as in effect on the Effective Date (other than as set forth in the proviso to item (v)); (iii) a substantial diminution or material adverse change in the Employee’s duties and responsibilities (other than a change due to the Employee’s Total total and Permanent Disability permanent disability or as an accommodation under the Americans With Disabilities Act); (iv) any requirement that the Employee relocate, by more than 50 miles, the principal location from which he performs services for the Company as compared to such location as of the Effective Date; (v) any other material breach of this Agreement by the Company which is not cured within thirty (30) days after receipt of written notice, provided that a reduction in the Employee’s Base Compensation that is proportional under a reasonable Board approved plan affecting all other employees who are employed as Directors and above within the Company shall not be deemed a material breach of this Agreement; (vi) failure of Company to obtain the agreement from any successor to Company to assume and agree to perform this Agreement; provided, however, that no diminution of title, position, duties or responsibilities shall be deemed to occur solely because the Company becomes a subsidiary of another corporation or entity or because there has been a change in the reporting hierarchy incident thereto involving the Employee.

Constructive Termination of Employee. Employee may terminate his employment upon written notice to the Company of any one of the following events that occurs, if not cured and corrected by the Company or its successor within 10 thirty (30) business days after written notice thereof by the Employee to the Company or its successor (“Good Reason”): (i) any adverse change in the Employee’s Vice President or General Counsel titles or position that constitutes a material diminution or material adverse change in authority as compared to the authority of the Employee’s title or position as of the Effective Date; (ii) any material reduction in the Employee’s annual Base AuthenTec, Inc. • P.X. Xxx 0000 • Xxxxxxxxx, XX 00000-0000 • Tel: 1-000-000-0000 • Fax: 1-000-000-0000 • wxx.xxxxxxxxx.xxx Compensation as in effect on the Effective Date (other than as set forth in the proviso to item (v)); (iii) a substantial diminution or material adverse change in the Employee’s duties and responsibilities (other than a change due to the Employee’s Total total and Permanent Disability permanent disability or as an accommodation under the Americans With Disabilities Act); (iv) any requirement that the Employee relocate, by more than 50 miles, the principal location from which he performs services for the Company as compared to such location as of the Effective Date; (v) any other material breach of this Agreement which is not cured within thirty (30) days after receipt of written notice, provided that a reduction in by the Employee’s Base Compensation that is proportional under a reasonable plan affecting all other employees shall not be deemed a material breach of this AgreementCompany; (vi) failure of Company to obtain the agreement from any successor to Company to assume and agree to perform this Agreement; provided, however, that no diminution of title, position, duties or responsibilities shall be deemed to occur solely because the Company becomes a subsidiary of another corporation or entity or because there has been a change in the reporting hierarchy incident thereto involving the Employee.

Constructive Termination of Employee. Employee may terminate his employment upon written notice to the Company of any one of the following events that occurs, if not cured and corrected by the Company or its successor within 10 business days after written notice thereof by the Employee to the Company or its successor (“Good Reason”): (i) any change in the Employee’s Vice President or General Counsel titles or position that constitutes a material diminution or material adverse change in authority as compared to the authority of the Employee’s title or position as of the Effective Date; (ii) any material reduction in the Employee’s annual Base AuthenTec, Inc. • P.X. Xxx 0000 • Xxxxxxxxx, XX 00000-0000 • Tel: 1-000-000-0000 • Fax: 1-000-000-0000 • wxx.xxxxxxxxx.xxx Compensation as in effect on the Effective Date (other than as set forth in the proviso to item (v)); (iii) a substantial diminution or material adverse change in the Employee’s duties and responsibilities (other than a change due to the Employee’s Total and Permanent Disability or as an accommodation under the Americans With Disabilities Act); (iv) any requirement that the Employee relocate, by more than 50 miles, the principal location from which he performs services for the Company as compared to such location as of the Effective Date; (v) any other material breach of this Agreement which is not cured within thirty (30) days after receipt of written notice, provided that a reduction in the Employee’s Base Compensation that is proportional under a reasonable plan affecting all other employees shall not be deemed a material breach of this Agreement; (vi) failure of Company to obtain the agreement from any successor to Company to assume and agree to perform this Agreement; provided, however, that no diminution of title, position, duties or responsibilities shall be deemed to occur solely because the Company becomes a subsidiary of another corporation or entity or because there has been a change in the reporting hierarchy incident thereto involving the Employee.

Constructive Termination of Employee. Employee may terminate his employment upon written notice to the Company of any one of the following events that occurs, if not cured and corrected by the Company or its successor within 10 business days after written notice thereof by the Employee to the Company or its successor (“Good Reason”): (i) any change in the Employee’s Vice President or General Counsel titles Chief Financial Officer title or position that constitutes a material diminution or material adverse change in authority as compared to the authority of the Employee’s title or position as of the Effective Date; (ii) any material reduction in the Employee’s annual Base AuthenTec, Inc. • P.X. Xxx 0000 • Xxxxxxxxx, XX 00000-0000 • Tel: 1-000-000-0000 • Fax: 1-000-000-0000 • wxx.xxxxxxxxx.xxx Compensation as in effect on the Effective Date (other than as set forth in the proviso to item (v)); (iii) a substantial diminution or material adverse change in the Employee’s duties and responsibilities (other than a change due to the Employee’s Total and Permanent Disability or as an accommodation under the Americans With Disabilities Act); (iv) any requirement that the Employee relocate, by more than 50 miles, the principal location from which he performs services for the Company as compared to such location as of the Effective Date; (v) any other material breach of this Agreement which is not cured within thirty (30) days after receipt of written notice, provided that a reduction in the Employee’s Base Compensation that is proportional under a reasonable plan affecting all other employees shall not be deemed a material breach of this Agreement; (vi) failure of Company to obtain the agreement from any successor to Company to assume and agree to perform this Agreement; provided, however, that no diminution of title, position, duties or responsibilities shall be deemed to occur solely because the Company becomes a subsidiary of another corporation or entity or because there has been a change in the reporting hierarchy incident thereto involving the Employee.