Common use of Constructive Termination Without Cause Clause in Contracts

Constructive Termination Without Cause. (a) Resignation by ▇▇▇▇▇ for good reason (“Constructive Termination without Cause”) shall mean a termination of ▇▇▇▇▇’▇ employment at his initiative following the occurrence, without ▇▇▇▇▇’▇ written consent, of (i) a material diminution in ▇▇▇▇▇’▇ duties, responsibilities, authority or status, or a failure of ▇▇▇▇▇ to have a position reporting directly to the CEO, (ii) a reduction in any amount of ▇▇▇▇▇’▇ Base Salary, or Increased Base Salary, as applicable, (iii) the assignment to ▇▇▇▇▇ of duties or responsibilities which are materially inconsistent with the duties, responsibilities, authority, or status of his position as defined in Section 1.2 above or which materially impair ▇▇▇▇▇’▇ ability to function in his then current position, or (iv) a failure of the Company to comply with any of the material terms of this Agreement, provided that (other than in the case of those actions or omissions set forth in clause (ii) above) the Company shall have been given reasonably detailed notice that such an event constituting cause for termination has occurred and shall have been given at least 30 days opportunity to take remedial action but shall have failed or refused to do so. (b) In the event of a Constructive Termination Without Cause, the Company shall prepare and execute the Release and present the Release to ▇▇▇▇▇ for execution. Upon execution of the Release by ▇▇▇▇▇, he shall be entitled to receive all amounts and benefits to the same extent and at the same time as specified in Section 5.4(b). In the event ▇▇▇▇▇ refuses to execute the Release (or revokes the Release), he shall receive only the amounts and benefits to the same extent and at the same time as specified in Section 5.4(a). (c) Prior to resigning under this Section, ▇▇▇▇▇ shall give written notice to the Board and offer a 30-day period for the Company to cure. If no cure has been effected by the end of the applicable cure period, ▇▇▇▇▇ may resign immediately. The Company may not terminate ▇▇▇▇▇ pursuant to Section 5.3 or 5.4 subsequent to the date of the written notice provided pursuant to this Section 5.5(c).

Constructive Termination Without Cause. (a) Resignation by ▇▇▇▇▇ for good reason (“"Constructive Termination without Cause”") shall mean a termination of ▇▇▇▇▇’'▇ employment at his initiative following the occurrence, without ▇▇▇▇▇’'▇ written consent, of (i) a material diminution in ▇▇▇▇▇’'▇ duties, responsibilities, authority or status, or a failure of ▇▇▇▇▇ to have a position reporting directly to the CEO, (ii) a reduction in any amount of ▇▇▇▇▇’'▇ Base Salary, or Increased Base Salary, as applicable, (iii) the assignment to ▇▇▇▇▇ of duties or responsibilities which are materially inconsistent with the duties, responsibilities, authority, or status of his position as defined in Section 1.2 above or which materially impair ▇▇▇▇▇’'▇ ability to function in his then current position, or (iv) a failure of the Company to comply with any of the material terms of this Agreement, provided that (other than in the case of those actions or omissions set forth in clause (ii) above) the Company shall have been given reasonably detailed notice that such an event constituting cause for termination has occurred and shall have been given at least 30 days opportunity to take remedial action but shall have failed or refused to do so. (b) In the event of a Constructive Termination Without Cause, the Company shall prepare and execute the Release and present the Release to ▇▇▇▇▇ for execution. Upon execution of the Release by ▇▇▇▇▇, he shall be entitled to receive all amounts and benefits to the same extent and at the same time as specified in Section 5.4(b). In the event ▇▇▇▇▇ refuses to execute the Release (or revokes the Release), he shall receive only the amounts and benefits to the same extent and at the same time as specified in Section 5.4(a). (c) Prior to resigning under this Section, ▇▇▇▇▇ shall give written notice to the Board and offer a 30-day period for the Company to cure. If no cure has been effected by the end of the applicable cure period, ▇▇▇▇▇ may resign immediately. The Company may not terminate ▇▇▇▇▇ pursuant to Section 5.3 or 5.4 subsequent to the date of the written notice provided pursuant to this Section 5.5(c).

Constructive Termination Without Cause. In the event: -------------------------------------- (a) Resignation by ▇▇▇▇▇ for good reason (“Constructive Termination without Cause”) shall mean there is a termination of ▇▇▇▇▇’▇ employment at his initiative following the occurrencereduction, without ▇▇▇▇▇’▇ written the Employee's consent, of (i) a material diminution in ▇▇▇▇▇’▇ duties, responsibilities, authority Employee's cash compensation or status, or a failure of ▇▇▇▇▇ to have a position reporting directly to the CEO, (ii) a reduction in any amount of ▇▇▇▇▇’▇ Base Salary, or Increased Base Salary, as applicable, the aggregate benefits provided under this Agreement, (iiib) the assignment to ▇▇▇▇▇ of duties or responsibilities which are materially inconsistent with the duties, responsibilities, authority, or status of Employee is removed from his position as defined Vice President and Chief Operating Officer of the Company, other than as a result of a termination for Cause, as provided in Section 1.2 above or which materially impair ▇▇▇▇▇’▇ ability to function in his then current position4.3 above, or or (ivc) there is a failure Change of Control of the Company the Employee shall be entitled to comply with any of terminate his employment voluntarily, and such termination shall be treated as a termination by the material terms of this AgreementCompany without Cause under Section 4.4 above, provided that (other than unless, in the case of those actions or omissions set forth an event described in clause (iia), (b), or (c) above, such event is remedied within 30 days after written notice from the Employee requiring the Company to do so. For purposes of this Section 4.5, a "Change of Control" shall be deemed to have occurred if (i) the Company shall have been given reasonably detailed notice has received a report on Schedules 13D or 13G under the Securities Exchange Act of 1934 (the "Act") showing, or has otherwise obtained actual knowledge, that any "person" (as such an event constituting cause for termination has occurred term is used in Sections 13(d) and shall have been given 14(d)(2) of the Act), other than the Employee or his affiliates or associates (as such terms are defined in the Act, hereafter "Affiliates" or "Associates"), is the beneficial owner (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing at least 30 days opportunity 30% of the combined voting power of the Company's then outstanding securities or (ii) during any period of two consecutive years (not including any period prior to take remedial action but shall have failed or refused to do so. (b) In the event of a Constructive Termination Without Cause, the Company shall prepare and execute the Release and present the Release to ▇▇▇▇▇ for execution. Upon execution of the Release by ▇▇▇▇▇this Agreement), he shall be entitled to receive all amounts and benefits to the same extent and individuals who at the same time as specified in Section 5.4(b). In the event ▇▇▇▇▇ refuses to execute the Release (or revokes the Release), he shall receive only the amounts and benefits to the same extent and at the same time as specified in Section 5.4(a). (c) Prior to resigning under this Section, ▇▇▇▇▇ shall give written notice to beginning of such period constitute the Board and offer a 30-day period any new director whose nomination for the Company to cure. If no cure has been effected election by the end of Board or by the applicable cure periodCompany's stockholders was designated by the Board, ▇▇▇▇▇ may resign immediately. The Company may not terminate ▇▇▇▇▇ pursuant cease for any reason to Section 5.3 or 5.4 subsequent to constitute the date of the written notice provided pursuant to this Section 5.5(c)Board.

Constructive Termination Without Cause. (a) Resignation by ▇▇▇▇▇ for good reason (“Constructive Termination without Cause”) shall mean a termination of ▇▇▇▇▇’▇ employment at his initiative following the occurrence, without ▇▇▇▇▇’▇ written consent, of (i) a material diminution in ▇▇▇▇▇’▇ duties, responsibilities, authority or status, or a failure of ▇▇▇▇▇ to have a position reporting directly to the CEO, (ii) a reduction in any amount of ▇▇▇▇▇’▇ Base Salary, or Increased Base Salary, as applicable, (iii) the assignment to ▇▇▇▇▇ of duties or responsibilities which are materially inconsistent with the duties, responsibilities, authority, or status of his position as defined in Section 1.2 above or which materially impair ▇▇▇▇▇’▇ ability to function in his then current position, or (iv) a failure of the Company to comply with any of the material terms of this Agreement, provided that (other than in the case of those actions or omissions set forth in clause (ii) above) the Company shall have been given reasonably detailed notice that such an event constituting cause for termination has occurred and shall have been given at least 30 days opportunity to take remedial action but shall have failed or refused to do so. (b) In the event of a Constructive Termination Without Cause, the Company shall prepare and execute the Release and present the Release to ▇▇▇▇▇ for execution. Upon execution of the Release by ▇▇▇▇▇, he shall be entitled to receive all amounts and benefits to the same extent and at the same time as specified in Section 5.4(b). In the event ▇▇▇▇▇ refuses to execute the Release (or revokes the Release), he shall receive only the amounts and benefits to the same extent and at the same time as specified in Section 5.4(a). (c) Prior to resigning under this Section, ▇▇▇▇▇ shall give written notice to the Board and offer a 30-day period for the Company to cure. If no cure has been effected by the end of the applicable cure period, ▇▇▇▇▇ may resign immediately. The Company may not terminate ▇▇▇▇▇ pursuant to Section 5.3 or 5.4 subsequent to the date of the written notice provided pursuant to this Section 5.5(c).