{"component": "definition", "props": {"groups": [{"size": 15, "snippet_links": [{"key": "action-by-employer", "type": "clause", "offset": [14, 32]}, {"key": "aimed-at", "type": "definition", "offset": [89, 97]}, {"key": "group-of-employees", "type": "clause", "offset": [100, 118]}, {"key": "employees-generally", "type": "clause", "offset": [159, 178]}, {"key": "effect-of", "type": "definition", "offset": [198, 207]}, {"key": "employment-responsibilities", "type": "clause", "offset": [245, 272]}, {"key": "outstanding-indebtedness", "type": "clause", "offset": [349, 373]}, {"key": "employment-with-employer", "type": "clause", "offset": [402, 426]}], "samples": [{"hash": "jlGufhcpXzV", "uri": "/contracts/jlGufhcpXzV#constructive-termination-event", "label": "Employment Agreement (Jumbosports Inc)", "score": 18.0, "published": true}, {"hash": "fx9EwOHAPs0", "uri": "/contracts/fx9EwOHAPs0#constructive-termination-event", "label": "Employment Agreement (Jumbosports Inc)", "score": 18.0, "published": true}, {"hash": "fSIaAvXp2ZV", "uri": "/contracts/fSIaAvXp2ZV#constructive-termination-event", "label": "Employment Agreement (Jumbosports Inc)", "score": 18.0, "published": true}], "snippet": "means (x) any action by Employer which is directed at Employee specifically, or which is aimed at a group of employees which includes Employee, and not at all employees generally, and which has the effect of diminishing Employee's compensation, employment responsibilities, authority, or accommodations; or (y) a request by any holder of Employer's outstanding indebtedness that Employee terminate his employment with Employer.", "hash": "023fdefada577783fa2b99705d0f6ebb", "id": 1}, {"size": 7, "snippet_links": [{"key": "the-participant", "type": "clause", "offset": [46, 61]}, {"key": "notwithstanding-the", "type": "definition", "offset": [67, 86]}, {"key": "the-employment-agreement", "type": "clause", "offset": [116, 140]}, {"key": "a-definition-of", "type": "definition", "offset": [185, 200]}, {"key": "good-reason", "type": "clause", "offset": [202, 213]}, {"key": "temporary-change", "type": "definition", "offset": [276, 292]}, {"key": "general-job-description", "type": "clause", "offset": [314, 337]}, {"key": "duties-of", "type": "clause", "offset": [341, 350]}, {"key": "de-facto", "type": "definition", "offset": [464, 472]}, {"key": "any-action", "type": "definition", "offset": [510, 520]}, {"key": "bad-faith", "type": "definition", "offset": [534, 543]}, {"key": "the-evaluation", "type": "clause", "offset": [566, 580]}, {"key": "job-performance", "type": "clause", "offset": [595, 610]}, {"key": "similarly-situated", "type": "definition", "offset": [663, 681]}, {"key": "employees-generally", "type": "clause", "offset": [682, 701]}, {"key": "the-employer", "type": "definition", "offset": [737, 749]}, {"key": "notice-thereof", "type": "clause", "offset": [776, 790]}, {"key": "reduction-in", "type": "definition", "offset": [810, 822]}, {"key": "base-salary", "type": "clause", "offset": [841, 852]}, {"key": "target-bonus", "type": "definition", "offset": [856, 868]}, {"key": "the-company", "type": "definition", "offset": [991, 1002]}, {"key": "applicable-to", "type": "clause", "offset": [1125, 1138]}, {"key": "employees-of", "type": "clause", "offset": [1170, 1182]}, {"key": "a-member", "type": "clause", "offset": [1207, 1215]}, {"key": "principal-business-location", "type": "definition", "offset": [1417, 1444]}, {"key": "date-of", "type": "clause", "offset": [1550, 1557]}, {"key": "change-in-control", "type": "clause", "offset": [1562, 1579]}], "samples": [{"hash": "4NytBkaRcih", "uri": "/contracts/4NytBkaRcih#constructive-termination-event", "label": "Long Term Incentive Award Agreement", "score": 31.340862423, "published": true}, {"hash": "lkkZ9TI2KPt", "uri": "/contracts/lkkZ9TI2KPt#constructive-termination-event", "label": "Long Term Incentive Award Agreement (Innophos Holdings, Inc.)", "score": 29.7364818617, "published": true}, {"hash": "k9VeomCKbrL", "uri": "/contracts/k9VeomCKbrL#constructive-termination-event", "label": "Long Term Incentive Award Agreement (Innophos Holdings, Inc.)", "score": 29.2546201232, "published": true}], "snippet": "means, in the absence of a written consent of the Participant, and notwithstanding the applicability at the time of the Employment Agreement, so long as such agreement does not contain a definition of \u201cGood Reason,\u201d any one or more of the following: (i) a significant and non-temporary change in the Participant\u2019s general job description or duties of a magnitude that changes the fundamental character of the Participant\u2019s job to such an extent as to constitute a de facto demotion, excluding for this purpose any action not taken in bad faith that (x) results from the evaluation of individual job performance, (y) is part of any overall restructuring involving similarly situated employees generally, or (z) is remedied on the part of the employer promptly after receipt of notice thereof; (ii) any material reduction in the Participant\u2019s base salary or target bonus outside the range of percentages for the respective position, excluding reductions (x) due to economic exigency affecting the Company and/or its subsidiaries, (y) that result from the evaluation of individual job performance or (z) that are made generally applicable to the classification or grade of employees of whom the Participant is a member, other than a reduction not occurring in bad faith and which is remedied on the part of the employer promptly after receipt of notice thereof; or (iii) requiring the Participant to relocate his or her principal business location more than 50 miles from the farther of his residence or his or her principal business location as of the date of the Change in Control.", "hash": "055b5d29c7b93af284d52619dd57103e", "id": 2}, {"size": 6, "snippet_links": [{"key": "to-employee", "type": "definition", "offset": [25, 36]}, {"key": "president-and-chief-executive-officer", "type": "definition", "offset": [94, 131]}, {"key": "the-position", "type": "clause", "offset": [150, 162]}, {"key": "the-nature", "type": "clause", "offset": [224, 234]}, {"key": "status-of-employee", "type": "clause", "offset": [238, 256]}, {"key": "company-in", "type": "clause", "offset": [300, 310]}, {"key": "annual-base-salary", "type": "clause", "offset": [322, 340]}, {"key": "failure-by-the", "type": "clause", "offset": [357, 371]}, {"key": "continue-to-provide", "type": "clause", "offset": [383, 402]}, {"key": "similar-to", "type": "definition", "offset": [440, 450]}, {"key": "by-employee", "type": "clause", "offset": [465, 476]}, {"key": "benefit-plans", "type": "definition", "offset": [494, 507]}, {"key": "company-executives", "type": "definition", "offset": [578, 596]}], "samples": [{"hash": "7NyFIFJIxQl", "uri": "/contracts/7NyFIFJIxQl#constructive-termination-event", "label": "Employment Agreement (Apogent Technologies Inc)", "score": 18.0, "published": true}], "snippet": "means (a) the assignment to Employee of any duties materially inconsistent with his status as President and Chief Executive Officer, his removal from the position of President and Chief Executive Officer, or a diminution in the nature or status of Employee's responsibilities; (b) a reduction by the Company in Employee's annual base salary; and/or (c) the failure by the Company to continue to provide Employee with benefits substantially similar to those enjoyed by Employee under any of the Benefit Plans in which Employee was participating, unless such changes apply to all Company executives.", "hash": "c467005ffa271042df700f82533c705f", "id": 3}, {"size": 3, "snippet_links": [{"key": "by-the-company", "type": "clause", "offset": [70, 84]}, {"key": "written-notice", "type": "definition", "offset": [110, 124]}, {"key": "to-the-company", "type": "clause", "offset": [134, 148]}, {"key": "base-salary", "type": "clause", "offset": [238, 249]}, {"key": "rate-of-compensation", "type": "definition", "offset": [253, 273]}, {"key": "in-effect", "type": "clause", "offset": [277, 286]}, {"key": "prior-to-the", "type": "clause", "offset": [299, 311]}, {"key": "change-of-control", "type": "clause", "offset": [312, 329]}, {"key": "to-provide", "type": "definition", "offset": [350, 360]}, {"key": "compensation-and-benefit-plans", "type": "definition", "offset": [368, 398]}, {"key": "policies-and-procedures", "type": "clause", "offset": [414, 437]}, {"key": "taken-as-a-whole", "type": "clause", "offset": [445, 461]}, {"key": "less-favorable", "type": "definition", "offset": [470, 484]}, {"key": "tax-basis", "type": "clause", "offset": [515, 524]}, {"key": "express-written-consent", "type": "definition", "offset": [676, 699]}, {"key": "authority-and-responsibility", "type": "clause", "offset": [771, 799]}, {"key": "location-of", "type": "definition", "offset": [911, 922]}, {"key": "successor-company", "type": "clause", "offset": [1093, 1110]}, {"key": "to-assume", "type": "clause", "offset": [1128, 1137]}, {"key": "obligations-under-this-agreement", "type": "clause", "offset": [1152, 1184]}, {"key": "as-required-by", "type": "clause", "offset": [1186, 1200]}, {"key": "company-breaches", "type": "definition", "offset": [1245, 1261]}, {"key": "provisions-of-this-agreement", "type": "clause", "offset": [1282, 1310]}], "samples": [{"hash": "aL8kclbz2VJ", "uri": "/contracts/aL8kclbz2VJ#constructive-termination-event", "label": "Severance Agreement (American Medserve Corp)", "score": 18.0, "published": true}, {"hash": "912F8mPJiN9", "uri": "/contracts/912F8mPJiN9#constructive-termination-event", "label": "Severance Agreement (American Medserve Corp)", "score": 18.0, "published": true}, {"hash": "1aFhm35D5JW", "uri": "/contracts/1aFhm35D5JW#constructive-termination-event", "label": "Severance Agreement (American Medserve Corp)", "score": 18.0, "published": true}], "snippet": "means any of the following events, which shall not have been remedied by the Company within 15 days following written notice from you to the Company of the occurrence of such event:\n(i) The Company or any of its subsidiaries reduces your base salary or rate of Compensation as in effect immediately prior to the Change of Control, or otherwise fails to provide to you compensation and benefit plans, arrangements, policies and procedures which, taken as a whole, are no less favorable to you (including on an after-tax basis) than those, taken as a whole, provided by the Company or any of its subsidiaries to you immediately prior to the Change of Control.\n(ii) Without your express written consent, the Company or any of its subsidiaries significantly reduces your job authority and responsibility.\n(iii) Without your express written consent, the Company or any of its subsidiaries requires you to change the location of your job or office, so that you will be based at a location more than 35 miles from the location of your job or office immediately prior to the Change of Control.\n(iv) A successor company fails or refuses to assume the Company's obligations under this Agreement, as required by Article V.\n(v) The Company or any successor company breaches any of the material provisions of this Agreement.", "hash": "b840a0f4f2c391661cc77ae03906f9a5", "id": 4}, {"size": 3, "snippet_links": [{"key": "with-respect-to", "type": "clause", "offset": [33, 48]}, {"key": "period-beginning", "type": "definition", "offset": [72, 88]}, {"key": "prior-to", "type": "clause", "offset": [105, 113]}, {"key": "following-the", "type": "definition", "offset": [142, 155]}, {"key": "change-to", "type": "definition", "offset": [190, 199]}, {"key": "after-the-effective-date", "type": "clause", "offset": [206, 230]}, {"key": "the-employer", "type": "definition", "offset": [231, 243]}, {"key": "base-pay", "type": "clause", "offset": [268, 276]}, {"key": "target-bonus", "type": "definition", "offset": [280, 292]}, {"key": "plan-of", "type": "definition", "offset": [335, 342]}, {"key": "the-bonus", "type": "definition", "offset": [391, 400]}, {"key": "for-employee", "type": "definition", "offset": [416, 428]}, {"key": "reduction-in", "type": "definition", "offset": [497, 509]}, {"key": "significant-increase", "type": "definition", "offset": [526, 546]}, {"key": "cost-to-employee", "type": "clause", "offset": [554, 570]}, {"key": "the-employee-benefits", "type": "clause", "offset": [575, 596]}, {"key": "not-limited", "type": "clause", "offset": [612, 623]}, {"key": "life-insurance", "type": "definition", "offset": [652, 666]}, {"key": "accidental-death-and-dismemberment", "type": "definition", "offset": [668, 702]}, {"key": "term-disability-benefits", "type": "clause", "offset": [713, 737]}, {"key": "to-or-for-the-benefit-of", "type": "definition", "offset": [770, 794]}, {"key": "applicable-to", "type": "clause", "offset": [827, 840]}, {"key": "principal-place-of-employment", "type": "clause", "offset": [945, 974]}, {"key": "the-location", "type": "clause", "offset": [1021, 1033]}, {"key": "responsibilities-of-employee", "type": "clause", "offset": [1154, 1182]}, {"key": "in-effect", "type": "clause", "offset": [1303, 1312]}], "samples": [{"hash": "e8Zka94VxM5", "uri": "/contracts/e8Zka94VxM5#constructive-termination-event", "label": "Retention Bonus Agreement", "score": 31.340862423, "published": true}, {"hash": "g9q011SJq7N", "uri": "/contracts/g9q011SJq7N#constructive-termination-event", "label": "Retention Bonus Agreement (GeoMet, Inc.)", "score": 21.0, "published": true}], "snippet": "shall be deemed to have occurred with respect to Employee if within the period beginning sixty (60) days prior to and ending ninety (90) days following the occurrence of the first Corporate Change to occur after the Effective Date the Employer:\n(1) reduces Employee\u2019s Base Pay or target bonus under any bonus or incentive compensation plan of the Employer from the Base Pay being paid to or the bonus being targeted for Employee immediately prior to such Corporate Change;\n(2) makes a significant reduction in the level, or a significant increase in the cost to Employee, of the employee benefits (including but not limited to medical, dental, vision, life insurance, accidental death and dismemberment, and long-term disability benefits) and perquisites being provided to or for the benefit of Employee from the level or cost applicable to Employee immediately prior to such Corporate Change;\n(3) requires or requests Employee to relocate to a principal place of employment that is more than twenty-five (25) miles from the location where Employee was principally employed immediately prior to such Corporate Change;\n(4) changes the status, position or responsibilities of Employee which, in Employee\u2019s reasonable judgment, represents a demotion from his or her status, position or responsibilities as in effect immediately prior to such Corporate Change, or assigns duties or responsibilities to Employee which, in Employee\u2019s reasonable judgment, are inconsistent with his or her status, position or responsibilities as in effect immediately prior to such Corporate Change.", "hash": "d7c3aef22f594cae9a196decca52d5d2", "id": 5}, {"size": 2, "snippet_links": [{"key": "consent-of", "type": "clause", "offset": [47, 57]}, {"key": "reduction-in", "type": "definition", "offset": [74, 86]}, {"key": "annual-base-salary", "type": "clause", "offset": [96, 114]}, {"key": "annual-target-bonus-opportunity", "type": "definition", "offset": [123, 154]}, {"key": "employment-agreement", "type": "definition", "offset": [182, 202]}, {"key": "the-company", "type": "definition", "offset": [208, 219]}, {"key": "the-holder", "type": "clause", "offset": [290, 300]}, {"key": "principal-place-of-employment", "type": "clause", "offset": [303, 332]}, {"key": "the-closing", "type": "definition", "offset": [402, 413]}, {"key": "breach-by-the-employer", "type": "clause", "offset": [433, 455]}, {"key": "provision-of", "type": "clause", "offset": [470, 482]}, {"key": "material-diminution", "type": "definition", "offset": [550, 569]}, {"key": "notice-to-the-employer", "type": "clause", "offset": [655, 677]}, {"key": "the-general-partner", "type": "clause", "offset": [773, 792]}, {"key": "to-provide", "type": "definition", "offset": [935, 945]}, {"key": "termination-of-employment", "type": "definition", "offset": [961, 986]}, {"key": "six-months", "type": "definition", "offset": [1088, 1098]}, {"key": "the-conditions", "type": "clause", "offset": [1135, 1149]}], "samples": [{"hash": "d26Ggn0QfmW", "uri": "/contracts/d26Ggn0QfmW#constructive-termination-event", "label": "Restricted Unit Award Agreement (Crestwood Midstream Partners LP)", "score": 19.3511293634, "published": true}, {"hash": "7C7VPhhCdNr", "uri": "/contracts/7C7VPhhCdNr#constructive-termination-event", "label": "Restricted Unit Award Agreement (Inergy Midstream, L.P.)", "score": 19.3511293634, "published": true}], "snippet": "means the occurrence, without Holder\u2019s written consent of: (a) a material reduction in Holder\u2019s annual base salary [or the annual target bonus opportunity established under Holder\u2019s employment agreement with the Company or one of its Affiliates]; (b) the Employer requiring a relocation of the Holder\u2019s principal place of employment more than 50 miles from Holder\u2019s principal place of employment as of the Closing; (c) [any material breach by the Employer of a material provision of Holder\u2019s written employment agreement with the Employer; or (d)] a material diminution in Holder\u2019s duties or responsibilities; provided, however, that Holder gives written notice to the Employer of the existence of such a condition within 90 days of the initial existence of the condition, the General Partner has at least 30 days from the date when such notice is provided to cure the condition (if such condition can be cured) without being required to provide vesting due to termination of employment, and Holder actually terminates Holder\u2019s employment due to the Constructive Termination Event within six months of the initial occurrence of any of the conditions above.", "hash": "97a76dee45ba0627764afbfbe15373d3", "id": 6}, {"size": 2, "snippet_links": [{"key": "reduction-in", "type": "definition", "offset": [14, 26]}, {"key": "the-employee", "type": "definition", "offset": [27, 39]}], "samples": [{"hash": "fN11rO2p8Ds", "uri": "/contracts/fN11rO2p8Ds#constructive-termination-event", "label": "Employment Agreement (Equity Compression Services Corp)", "score": 16.0, "published": true}, {"hash": "dasUb7FwVLG", "uri": "/contracts/dasUb7FwVLG#constructive-termination-event", "label": "Employment Agreement (Equity Compression Services Corp)", "score": 16.0, "published": true}], "snippet": "means the (i) reduction in the Employee's salary or (ii) the relocation of the Employee.", "hash": "ef1f0af637fe7e3ca941662aaf936c84", "id": 7}, {"size": 2, "snippet_links": [{"key": "executive-chairman", "type": "definition", "offset": [81, 99]}], "samples": [{"hash": "jjdi51E7UdT", "uri": "/contracts/jjdi51E7UdT#constructive-termination-event", "label": "Shareholders' Agreement", "score": 24.1704312115, "published": true}, {"hash": "bYZMCW7v35D", "uri": "/contracts/bYZMCW7v35D#constructive-termination-event", "label": "Shareholders Agreement", "score": 22.1430527036, "published": true}], "snippet": "has the meaning ascribed to this term in the Executive Services Agreement of the Executive Chairman.", "hash": "6e877603475d2ee6c0737756f50afca0", "id": 8}, {"size": 1, "snippet_links": [{"key": "material-breach-by-the-company", "type": "clause", "offset": [8, 38]}, {"key": "terms-of-this-agreement", "type": "clause", "offset": [46, 69]}, {"key": "receipt-of-written-notice", "type": "definition", "offset": [135, 160]}, {"key": "action-by-the-company", "type": "clause", "offset": [192, 213]}, {"key": "executive-specifically", "type": "clause", "offset": [239, 261]}, {"key": "employees-generally", "type": "clause", "offset": [277, 296]}, {"key": "effect-of", "type": "definition", "offset": [315, 324]}, {"key": "employment-responsibilities", "type": "clause", "offset": [364, 391]}, {"key": "due-and-owing", "type": "definition", "offset": [516, 529]}, {"key": "to-executive", "type": "clause", "offset": [530, 542]}, {"key": "days-of-receipt", "type": "clause", "offset": [625, 640]}], "samples": [{"hash": "4oL6L768Vgd", "uri": "/contracts/4oL6L768Vgd#constructive-termination-event", "label": "Employment Agreement (MST Enterprises Inc)", "score": 16.0, "published": true}], "snippet": "means a material breach by the Company of the terms of this Agreement which is not cured by the Company within fifteen (15) days after receipt of written notice from Executive of such breach, action by the Company which is directed at the Executive specifically and not at all employees generally and which has the effect of significantly reducing the Executive's employment responsibilities, authority, or the accommodations in which the Executive performs his job, or the nonpayment by the Company of compensation due and owing to Executive under this Agreement, which has not been cured by the Company within fifteen (15) days of receipt of written notice from the Executive that such nonpayment has occurred.", "hash": "875a68bb0c97877e29c97117653ca5ee", "id": 9}, {"size": 1, "snippet_links": [{"key": "without-executive", "type": "clause", "offset": [40, 57]}, {"key": "prior-written-consent", "type": "clause", "offset": [60, 81]}, {"key": "action-taken", "type": "definition", "offset": [100, 112]}, {"key": "in-connection-with", "type": "clause", "offset": [113, 131]}, {"key": "removal-of", "type": "definition", "offset": [136, 146]}, {"key": "determination-of", "type": "clause", "offset": [193, 209]}], "samples": [{"hash": "gwEXRzpJzbL", "uri": "/contracts/gwEXRzpJzbL#constructive-termination-event", "label": "Employment Agreement (Vertrue Inc)", "score": 21.0, "published": true}], "snippet": "means any of the following (which occur without Executive\u2019s prior written consent), other than such action taken in connection with the removal of Executive from his responsibilities pending a determination of whether Cause exists:", "hash": "cde3152af07116b4d86ee5fc3f704501", "id": 10}], "next_curs": "CmsSZWoVc35sYXdpbnNpZGVyY29udHJhY3RzckcLEhpEZWZpbml0aW9uU25pcHBldEdyb3VwX3Y1NiInY29uc3RydWN0aXZlLXRlcm1pbmF0aW9uLWV2ZW50IzAwMDAwMDBhDKIBAmVuGAAgAA==", "definition": {"size": 54, "snippet": "means (x) any action by Employer which is directed at Employee specifically, or which is aimed at a group of employees which includes Employee, and not at all employees generally, and which has the effect of diminishing Employee's compensation, employment responsibilities, authority, or accommodations; or (y) a request by any holder of Employer's outstanding indebtedness that Employee terminate his employment with Employer.", "title": "Constructive Termination Event", "id": "constructive-termination-event", "examples": ["In the event that Executive shall terminate employment hereunder (other than by reason of a <strong>Constructive Termination Event</strong>) pursuant to Section 5(e) hereof, this Agreement shall forthwith terminate at the end of the Notice Period and PROMISTAR shall continue to pay Executive the compensation and benefits set forth in Section 4 until the end of the Notice Period.", "In order to constitute Constructive Termination, Executive must notify Luminex, in writing, of the <strong>Constructive Termination Event</strong> within fifteen (15) days of its occurrence (the \u201cConstructive Termination Notice Period\u201d) and Luminex must fail to cure the <strong>Constructive Termination Event</strong>, to the extent such event can be cured, within thirty (30) days of its receipt of such notice (the \u201cConstructive Termination Cure Period\u201d).", "If, within the Three-Year Period Employee experiences a <strong>Constructive Termination Event</strong>, and after providing written notice to Company no later than 90 days of the date the <strong>Constructive Termination Event</strong> first arose or occurred, Company fails to cure the event or condition giving rise to the Constructive Event within the 30-day period following Company\u2019s receipt of the written notice, Employee may, effective at the end of such 30-day cure period, resign his employment with Company (the \u201cResignation\u201d).", "For purposes of this Agreement, \u201cgood reason\u201d shall mean the occurrence of a <strong>Constructive Termination Event</strong>.", "If, within the Three-Year Period Employee experiences a <strong>Constructive Termination Event</strong>, and after providing written notice to Employer no later than 90 days of the date the <strong>Constructive Termination Event</strong> first arose or occurred, Employer fails to cure the event or condition giving rise to the Constructive Event within the 30-day period following Employer\u2019s receipt of the written notice, Employee may, effective at the end of such 30-day cure period, resign his employment with Employer (the \u201cResignation\u201d).", "In the event the Executive terminates Executive&#x27;s employment as a result of a <strong>Constructive Termination Event</strong> and the Company objects in writing to the Executive&#x27;s determination that there was <strong>Constructive Termination Event</strong> within (30) days after Executive has notified the Company of the same, the matter shall be resolved by arbitration in accordance with the provisions of Section 7.2(c).", "Employee is entitled to a retention bonus in accordance with the provisions of Schedule A; provided, however, that for purposes of determining whether Employee is entitled to such retention bonus, the termination of Employee&#x27;s employment by Employee following a <strong>Constructive Termination Event</strong> (as defined herein) shall be deemed to be an &quot;involuntarily&quot; termination.", "In the event such termination by the Employer is without cause, or is caused by the death or Permanent Disability of Employee or in the event that the Employee terminates his employment as a result of a <strong>Constructive Termination Event</strong>, Employee shall be entitled solely to (y) the Severance Benefits provided in Section 7, and (z) immediate vesting of all unvested options, rights and benefits under any stock option plan in which Employee has an unvested interest.", "Change in Control Modified \u201cDouble Trigger Basis.\u201d Unvested shares vest upon the date of a (A) a \u201cChange in Control,\u201d plus within two years thereafter and prior to the settlement of the award either (i) actual termination without Cause or (ii) Good Reason termination or <strong>Constructive Termination Event</strong> or (B) a \u201cChange in Control\u201d in the event that an acquirer does not assume all outstanding obligations under the 2009 LTIP.", "Change in Control Modified \u201cDouble Trigger Basis.\u201d Unvested shares vest upon the date of a (A) a \u201cChange in Control\u201d as defined in the Plan, plus either (i) actual termination without Cause or (ii) a Good Reason termination or <strong>Constructive Termination Event</strong> which is to be made available to all Participants for purposes of awards under the Plan, or (B) a \u201cChange in Control\u201d as defined in the Plan in the event that an acquirer does not assume all outstanding obligations under the Plan."], "related": [["constructive-termination", "Constructive Termination", "Constructive Termination"], ["company-termination-event", "Company Termination Event", "Company Termination Event"], ["constructive-termination-without-cause", "Constructive Termination Without Cause", "Constructive Termination Without Cause"], ["good-reason-event", "Good Reason Event", "Good Reason Event"], ["good-reason-termination", "Good Reason Termination", "Good Reason Termination"]], "related_snippets": [], "updated": "2025-07-06T21:56:45+00:00"}, "json": true, "cursor": ""}}