Constructive Termination Without Cause definition
Constructive Termination Without Cause means the termination of your employment at your initiative after, without your prior written consent, one or more of the following events:
Constructive Termination Without Cause shall have the meaning set forth in Section 10(c) below.
Constructive Termination Without Cause means the termination of the Executive’s employment at his initiative after, without the Executive’s prior written consent, one or more of the following events:
(a) a reduction in the Base Salary (unless such reduction is part of an overall and nondiscriminatory reduction by the Employer to the base salaries of all of its senior executives and such reduction is proportional in amount to the reductions suffered by all of such other senior executives), or the uncured failure by the Employer to fulfill its obligations under this Agreement within thirty (30) days after written notice thereof from the Executive to the Employer;
(b) the failure to elect the Executive to any of the positions described in Section 3.1;
(c) any material diminution or adverse change in the duties, authority, responsibilities, or positions of the Executive; or any attempt to remove the Executive from any executive management position in a manner contrary to this Agreement or the Employer’s then effective certificate of incorporation or by-laws;
(d) the assignment to the Executive of duties or responsibilities which are materially inconsistent or different from those customarily performed by a person holding the executive management positions to be held by the Executive pursuant to Section 3.1;
(e) the failure of the Employer to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets or business of the Employer after a merger, consolidation, sale, or similar transaction, provided that such transaction does not constitute a “Change in Control”;
(f) the commencement by or against the Employer or any of its material subsidiaries of a voluntary or involuntary proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in effect; or seeking the appointment of a trustee, receiver, liquidator, or custodian of it or any substantial part of its property, and consent by the Employer or any such material subsidiary to any such relief, provided that such relief does not constitute a “Change in Control”; or
(g) the Executive agrees that each of the following must occur before the Executive may assert the existence of a Constructive Termination without Cause (other than with respect to Section 12.3(e)): (i) the Executive must provide written notice to the Board or the Chairman of the Board, with reasonable specification of the matter(s) giving rise...
Examples of Constructive Termination Without Cause in a sentence
Employee may elect to terminate his Employment under this Agreement upon a Constructive Termination Without Cause, as defined below.
In the event that: (i) a Constructive Termination Without Cause occurs and (ii) Section 8(F) (change in control) does not apply, then the Executive shall have the same entitlements as provided under Section 8(D) for a termination by the Company without Cause.
If there is a Change of Control, termination without Cause, termination for Good Reason or Constructive Termination Without Cause, any awards under the 2007 LTIP or such other plan(s) as Company may adopt from time to time (“Stock Awards”) which Executive has received shall vest immediately.
The failure of the Executive to effect a Constructive Termination Without Cause as to any one event described in Section 1(h) shall not affect his entitlement to effect a Constructive Termination Without Cause as to any other such event.
In the event, within three years following a Change in Control occurring during the Initial Term, the Executive's employment is terminated by the Company without Cause or there is a Constructive Termination Without Cause, then the Executive shall be entitled to receive the Termination Benefits.
More Definitions of Constructive Termination Without Cause
Constructive Termination Without Cause means a termination of Executive's employment at his initiative as provided in this Section 10(c) following the occurrence, without Executive's written consent, of one or more of the following events (except as a result of a prior termination):
Constructive Termination Without Cause means a termination of Executive's employment initiated by Executive not later than 12 months following the occurrence (not including any time during which an arbitration proceeding referenced below is pending), without Executive's prior written consent, of one or more of the following events (or the latest to occur in a series of events), and effected after giving the Company not less than 10 working days' written notice of the specific act or acts relied upon and right to cure:
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):
Constructive Termination Without Cause means a termination of the Executive's employment at his initiative as provided in Section 2 following the occurrence, without the Executive's prior written consent, of one or more of the following events:
(I) any failure by the Company to comply with any of the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;
(II) any reduction in any form of compensation, fringe benefit, deferred compensation plan or perquisite applicable to the Executive immediately prior to a Change in Control, including any reduction in salary or any reduction in bonus to less than the average of such bonus for the two fiscal years immediately preceding a Change in Control;
(III) the loss of any of the Executive's titles or positions in effect at the time of a Change in Control;
(IV) any change in the position to which the Executive reports or the positions that report to the Executive at the time of a Change in Control (reporting relationships);
(V) the assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting relationships), authority, duties or responsibilities as in effect on the date of a Change in Control, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities excluding an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;
(VI) the relocation of the Executive's office location as assigned to him by the Company, to a location more than 25 miles from his office location at the time of a Change in Control;
(VII) any purported termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement for Cause;
(VIII) any failure by the Company to comply with and satisfy Section 7 of this Agreement, provided that the successor contemplated by Section 7 has received, at least 10 days prior to the giving of notice of constructive termination by the Executive, written notice from the Company or the Executive of the requirements of Section 7 of the Agreement;
(IX) the removal or Constructive Termination Without Cause of the person who serves as Chairman of the Board or the person who serves as Chief Executiv...
Constructive Termination Without Cause means a termination of the Executive's employment at Executive’s initiative 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):
i. an assignment of any duties to Executive that is materially inconsistent with Executive’s status as a member of the senior management of CVS;
ii. a material decrease in Executive's annual base salary or target annual incentive award opportunity;
Constructive Termination Without Cause means termination of Executive’s employment at his election as provided in Section 4.1(d) following the occurrence, without Executive’s written consent, of one or more of the following events (including in conjunction with a Change in Control):
(a) the removal of Executive, other than for Cause, from the position of Chief Financial Officer of Nabors Bermuda or an equivalent position;
(b) a material diminution in Executive’s duties or the assignment to Executive of duties which are materially inconsistent with his duties as the Chief Financial Officer of Nabors Bermuda, provided that any such alteration shall not constitute an event giving rise to a Constructive Termination Without Cause if Executive continues in the role of Chief Financial Officer reporting to the Chief Executive Officer or such other senior position as reasonably mutually agreed by the parties;
(c) a reduction in Executive’s then current Base Salary unless such reduction is temporary, market-based, and applies substantially the same to all executive direct reports to the Chief Executive Officer;
(d) the termination or material reduction of any executive benefit or perquisite enjoyed by him unless a plan or program providing substantially similar benefits or perquisites is substituted or unless such termination or reduction applies substantially the same to all executive direct reports to the Chief Executive Officer;
(e) the failure to continue Executive’s participation in any incentive compensation plan unless a plan providing a substantially similar compensation is substituted or unless such termination or reduction applies substantially the same to all executive direct reports to the Chief Executive Officer;
(f) the failure of Nabors Bermuda and Nabors Delaware to obtain the assumption in writing of their obligation to perform this Agreement by any successor (or, the ultimate parent of any successor where applicable) to all or substantially all of the assets of Nabors Bermuda within fifteen (15) days after a merger, consolidation, sale or similar transaction;
(g) the failure of Nabors Bermuda and/or Nabors Delaware (or by any successor-in-interest) to perform, or the breach by Nabors Bermuda and/or Nabors Delaware (or by any successor-in-interest) of, any of their material obligations under this Agreement; or
(h) the relocation of Executive’s office to a location more than fifty (50) miles from Houston, Texas. Notwithstanding the foregoing, Executive cannot terminate his employment here...
Constructive Termination Without Cause means a termination of the Executive's employment at his initiative as provided in this Section 13 following the occurrence, without the Executive's written consent, of one or more of the following events:
(a) a reduction in the Executive's then current Base Salary or failure by the Employer to fulfill its obligations under Sections 6, 7, 8 or 9 above;
(b) the failure to elect or reelect the Executive to any of the positions described in Section 3 hereof or the removal of him from any such position;
(c) a material diminution in the Executive's duties or the assignment to the Executive of duties which are materially inconsistent with his duties or which materially impair the Executive's ability to function as the President, Chief Executive Officer and Member of the Office of the Chairman of the Employer; or
(d) the failure of the Employer to obtain the assumption in writing of its obligation to perform this Employment Agreement by any successor to all or substantially all of the assets of the Employer within 15 days after a merger, consolidation, sale or similar transaction.