Common use of Constructive Termination of Executive Clause in Contracts

Constructive Termination of Executive. In the event the Company removes the Executive from the position of Chief Operating Officer or Director of the Company, without his consent (or fails to re-elect the Executive at any meeting of the Board of Directors of the Company held for the purpose of electing or re-electing officers of the Company) or substantially changes his duties or his reporting responsibility to the Chairman under Section 1.1, the employment of the Executive, at his option, exercisable by written notice given to the Company at any time within ninety (90) days following such event (or failure to re-elect) (time of notice being deemed to be of the essence), shall be deemed to have been constructively terminated by the Company hereunder, as of the date of the Executive's notice; provided, however, that such constructive termination shall not be deemed a breach by the Company of its obligations under this Agreement and further provided, however, that termination for cause pursuant to Section 9.1 shall make the provisions of this Section 9.2 inapplicable. If the Executive's employment is terminated under this Section 9.2, he shall continue to receive her Annual Salary for a period of nine (9) months from the date of Termination (the "Severance Payment"). In the event of the Constructive Termination of the Executive's Employment pursuant to this Section 9.2, the Executive's right to receive Bonus for each completed Employment Year shall remain in effect, and the Executive's right to receive Bonus on account of the year in which he has elected to terminate his employment by virtue of Constructive Termination shall be prorated to the date of such election.

Constructive Termination of Executive. In the event the Company removes the Executive from the position of Chief Operating Officer Executive Officer, President, or Director of the Company, Company without his consent (or fails to re-elect the Executive as President and Chief Executive Officer at any meeting of the Board of Directors of the Company held for the purpose of electing or re-electing officers of the Company) or substantially changes his duties or his reporting responsibility to the Chairman Board of Directors under Section 1.12.1, the employment of the Executive, at his option, exercisable by written notice given to the Company at any time within ninety sixty (9060) days following such event (or failure to re-elect) (time of notice being deemed to be of the essence), shall be deemed to have been constructively terminated by the Company hereunder, as of the date of the Executive's notice; provided, however, that such constructive termination shall not be deemed a breach by the Company of its obligations under this Agreement and further provided, however, that termination for cause pursuant to Section 9.1 9.3 shall make the provisions of this Section 9.2 9.5 inapplicable. If the Executive's employment is terminated under this Section 9.29.5, he the Company shall continue to receive her Annual pay Executive his Basic Salary and provide health insurance benefits as provided in this Agreement for a period of nine eighteen (918) months from the date of Termination (the "Severance Payment")Date, and shall promptly reimburse any previously unreimbursed business expenses. In the event of the Constructive Termination of the Executive's Employment pursuant to this Section 9.2, the Executive's right to receive Incentive Bonus for each completed Employment Year shall remain in effect, and the Executive's right to receive Incentive Bonus on account of the year in which he has elected to terminate of his employment by virtue of Constructive Termination termination shall be prorated to the date of such electiontermination. In addition, the Option granted to Executive pursuant to Section 8 hereof shall be deemed to have become fully vested in him pursuant to and subject to the provisions of such Section.

Constructive Termination of Executive. In the event the Company removes the Executive from the position of Chief Operating Officer or Director Executive Vice President of the CompanySales & Marketing, without his consent (or fails to re-elect the Executive at any meeting of the Board of Directors of the Company held for the purpose of electing or re-electing officers of the Company) or substantially changes his duties or his reporting responsibility to the Chairman under Section 1.1, the employment of the Executive, at his option, exercisable by written notice given to the Company at any time within ninety (90) days following such event (or failure to re-elect) (time of notice being deemed to be of the essence), shall be deemed to have been constructively terminated by the Company hereunder, as of the date of the Executive's notice; provided, however, that such constructive termination shall not be deemed a breach by the Company of its obligations under this Agreement and further provided, however, that termination for cause pursuant to Section 9.1 shall make the provisions of this Section 9.2 inapplicable. If the Executive's employment is terminated under this Section 9.2, he shall continue to receive her his Annual Salary for a period of nine (9) months from the date of Termination (the "Severance Payment"). In the event of the Constructive Termination of the Executive's Employment pursuant to this Section 9.2, the Executive's right to receive Bonus for each completed Employment Year shall remain in effect, and the Executive's right to receive Bonus on account of the year in which he has elected to terminate his employment by virtue of Constructive Termination shall be prorated to the date of such election.

Constructive Termination of Executive. In the event the Company removes the Executive from the position of Chief Operating Financial Officer or Director of the Company, without his consent (or fails to re-elect the Executive at any meeting of the Board of Directors of the Company held for the purpose of electing or re-electing officers of the Company) or substantially changes his duties or his reporting responsibility to the Chairman under Section 1.1, the employment of the Executive, at his option, exercisable by written notice given to the Company at any time within ninety (90) days following such event (or failure to re-elect) (time of notice being deemed to be of the essence), shall be deemed to have been constructively terminated by the Company hereunder, as of the date of the Executive's notice; provided, however, that such constructive termination shall not be deemed a breach by the Company of its obligations under this Agreement and further provided, however, that termination for cause pursuant to Section 9.1 shall make the provisions of this Section 9.2 inapplicable. If the Executive's employment is terminated under this Section 9.2, he shall continue to receive her his Annual Salary for a period of nine (9) months from the date of Termination (the "Severance Payment"). In the event of the Constructive Termination of the Executive's Employment pursuant to this Section 9.2, the Executive's right to receive Bonus for each completed Employment Year shall remain in effect, and the Executive's right to receive Bonus on account of the year in which he has elected to terminate his employment by virtue of Constructive Termination shall be prorated to the date of such election.