Involuntary or Constructive Termination definition

Involuntary or Constructive Termination means (i) without the Executive's express written consent, the assignment to the Executive of any duties or the significant reduction of the Executive's duties, either of which is inconsistent with the Executive's position with the Company and responsibilities in effect immediately prior to such assignment, or the removal of the Executive from such position and responsibilities; (ii) without the Executive's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Executive immediately prior to such reduction; (iii) a reduction by the Company in the Base Compensation of the Executive as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Executive is entitled immediately prior to such reduction with the result that the Executive's overall benefits package is significantly reduced; (v) the relocation of the Executive to a facility or a location more than 30 miles from the Executive's then present location, without the Executive's express written consent; (vi) any purported termination of the Executive by the Company which is not effected for Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 8 below.

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Involuntary or Constructive Termination means (i) without the Employee's express written consent, the assignment to the Employee of any duties or the significant reduction of the Employee's duties, either of which is inconsistent with the Employee's position with the Company and responsibilities in effect immediately prior to such assignment, or the removal of the Employee from such position and responsibilities; (ii) without the Employee's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the Base Compensation of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, any relocation of the Employee's job or office more than 40 miles from the Employee's then current job or office; (vi) any purported termination of the Employee by the Company which is not effected for the Disability or for Reasonable Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 7 below.

Involuntary or Constructive Termination means (i) without the Executive's express written consent, the assignment to the Executive of any duties or the significant reduction of the Executive's duties, either of which is inconsistent with the Executive's position with the Company and responsibilities in effect immediately prior to such assignment, or the removal of the Executive from such position and responsibilities; (ii) without the Executive's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites available to the Executive immediately prior to such reduction; (iii) a reduction by the Company in the Base Compensation of the Executive as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Executive is entitled immediately prior to such reduction with the result that the Executive's overall benefits package is significantly reduced; (v) without the Executive's express written consent, any relocation of the Executive's job or office more than 40 miles from the Executive's then current job or office; (vi) any purported termination of the Executive by the Company which is not effected for Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this policy by any successor.

Examples of Involuntary or Constructive Termination in a sentence

The failure by the Executive to include in the notice any fact or circumstance which contributes to a showing of Involuntary or Constructive Termination shall not waive any right of the Executive hereunder or preclude the Executive from asserting such fact or circumstance in enforcing his rights hereunder.
If the Executive voluntarily resigns from the Company (other than as an Involuntary or Constructive Termination described in subsection 5(a)(i)), or if the Company terminates the Executive's employment for Cause, then the Executive shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company's then existing benefit plans at the time of such termination.
The terms of this Agreement shall terminate upon the earlier of (i) the date that all obligations of the parties hereunder have been satisfied, or (ii) March 8, 2003, or (iii) eighteen (18) months after a Change of Control unless the Executive's employment terminates as a result of Involuntary or Constructive Termination.
If the Executive voluntarily resigns from the Company (other than as an Involuntary or Constructive Termination), or if the Company terminates the Executive's employment for Cause, then the Executive shall be entitled to receive severance and any other benefits only as may then be established under the Company's then exiting benefit plans at the time of such termination.
If the Executive voluntarily resigns from the Company (other than as an Involuntary or Constructive Termination as described in subsection 6(b)(i)), or if the Company terminates the Executive's employment for Cause, then the Executive shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company's then existing benefit plans at the time of such termination.
If the Executive voluntarily resigns from the Company (other than as an Involuntary or Constructive Termination described in subsection 6(a)(i)), or if the Company terminates the Executive's employment for Cause, then the Executive shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company's then existing benefit plans at the time of such termination.
Any termination by the Company whether for Cause or without Cause or by the Executive as a result of an Involuntary or Constructive Termination shall be communicated by a notice of termination to the other party hereto given in accordance with Section 8 of this Agreement.
The terms of this Agreement shall terminate upon the earlier of (i) the date that all obligations of the parties hereunder have been satisfied, or (ii) twelve (12) months after a Change of Control unless the Executive's employment terminates as a result of Involuntary or Constructive Termination.
Any termination by the Company whether for Cause or without Cause or by the Executive as a result of an Involuntary or Constructive Termination shall be communicated by a notice of termination to the other party hereto given in accordance with Section 10(a) of this Agreement.
The Company and Schmuland each agree that Schmuland no longer being a member of the Board of Directors of the Company shall not constitute (i) a "Good Reason" under section 1(f) of the Employment Agreement or (ii) Involuntary or Constructive Termination under Section 1(a) of the Restriction Agreement.

More Definitions of Involuntary or Constructive Termination

Involuntary or Constructive Termination means (i) without the Executive's express written consent, the assignment to the Executive of any duties inconsistent with the Executive's position with the Company and responsibilities in effect immediately prior to such assignment; (ii) without the Executive's express written consent, the removal of the Executive from the Executive's position as Vice President, Finance/Chief Financial Officer/Treasurer of the Company; (iii) without the Executive's express written consent, the reduction of the Executive's duties with respect to the financial, accounting and treasury functions of the Company (the "CFO Functions"); (iv) the reduction of the Executive's duties with respect to functions other than the CFO Functions; provided, however, that if there are valid business reasons for requesting such a reduction of the Executive's duties, the Company shall have the right to request Executive's express written consent, and such consent shall not be unreasonably delayed or withheld by the Executive; (v) without the Executive's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites available to the Executive immediately prior to such reduction; (vi) a reduction by the Company in the Base Compensation of the Executive as in effect immediately prior to such reduction; (vii) a material reduction by the Company in the kind or level of employee benefits to which the Executive is entitled immediately prior to such reduction with the result that the Executive's overall benefits package is significantly reduced; (viii) without the Executive's express written consent, any relocation of the Executive's job or office more than 40 miles from the Executive's then current job or office; (ix) any termination of the Executive's employment by the Company other than for Cause or as a result of the Executive's death or Disability, or any purported termination for which the grounds relied upon are not valid; (x) any breach by the Company of its obligations under this Agreement, including but not limited to any failure to timely pay salary or benefits; or (xi) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 9 below.