Employer’s Material Breach. Executive may, at his option, terminate the Employment Term upon Employer's material breach of this Agreement and the continuation of such breach for more than ten (10) days after written demand for cure of such breach is given to Employer by Executive (which demand shall identify the manner in which Employer has materially breached this Agreement). Employer's material breach of this Agreement shall mean (i) the failure of Employer to make any payment that it is required to make hereunder to Executive when such payment is due or within two (2) business days thereafter; (ii) the assignment to Executive, without Executive's express written consent, of duties inconsistent with his positions, responsibilities and status with Employer, or a change in Executive's reporting responsibilities, titles or offices or any plan, act, scheme or design to constructively terminate the Executive, or any removal of Executive from his positions with Employer, except in connection with the termination of the Employment Term by Employer for Cause, without Cause or Disability or as a result of Executive's death or voluntary resignation or by Executive other than pursuant to this Section 3.2.6; (iii) a reduction by Employer in Executive's Base Salary.
Employer’s Material Breach. Executive may terminate the Employment Term upon Employer’s material breach of this Agreement and the continuation of such breach for more than ten (10) days after written demand for cure of such breach is given to Employer by Executive (which demand shall identify the manner in which Employer has materially breached this Agreement). Employer’s material breach of this Agreement shall mean (i) the failure of Employer to make any payment that it is required to make hereunder to Executive when such payment is due or within two (2) business days thereafter; (ii) the assignment to Executive, without Executive’s express written consent, of duties inconsistent with his positions, responsibilities and status with Employer, or a change in Executive’s reporting responsibilities, titles or offices or any plan, act, scheme or design to constructively terminate the Executive, or any removal of Executive from his positions with Employer, except in connection with the termination of the Employment Term by Employer for Cause, without Cause or Disability or as a result of Executive’s death or voluntary resignation or by Executive other than pursuant to this Section 3.2.6; (iii) a reduction by Employer in Executive’s Base Salary; or (iv) a permanent reassignment of Executive’s primary work location, without the consent of Executive, to a location more than 35 miles from Employer’s executive offices in Woodcliff Lake, New Jersey.
Employer’s Material Breach. Executive may terminate the Employment Term upon Employer's material breach of this Agreement and the continuation of such breach so long as Executive has provided written notice to Employer of a material breach (which notice shall identify the manner in which Employer has materially breached this Agreement) within ninety (90) days of the initial existence of the breach, and afforded Employer no less than thirty (30) days for cure of such breach. Employer is not required to pay severance under Section 3.3.3 when Employer cures the material breach identified in Executive’s notice within thirty (30) days of Employer’s receipt of the notice. Employer’s material breach of this Agreement shall mean (i) the failure of Employer to make any payment that it is required to make hereunder to Executive when such payment is due; (ii) the assignment to Executive, without Executive's express written consent, of duties inconsistent with his positions, responsibilities and status with Employer, or a change in Executive's reporting responsibilities, titles or offices or any plan, act, scheme or design to constructively terminate the Executive, or any removal of Executive from his positions with Employer, except in connection with the termination of the Employment Term by Employer for Cause, without Cause or Disability or as a result of Executive's death or voluntary resignation or by Executive other than pursuant to this Section 3.2.6; (iii) a reduction by Employer in Executive's Base Salary; or (iv) a permanent reassignment of Executive's primary work location, without the consent of Executive, to a location more than thirty-five (35) miles from Employer's executive offices in Woodcliff Lake, New Jersey.
Employer’s Material Breach. Executive may terminate his employment upon Employer's material breach of this Agreement and the continuation of such breach for more than thirty (30) days after written demand for cure of such breach is given to Employer by Executive (which demand shall be made within thirty (30) days following the date on which Executive obtains actual knowledge of the material breach and shall identify the manner in which Employer has materially breached this Agreement). Employer's material breach of this Agreement shall mean (i) the failure of Employer to make any payment that it is required to make hereunder to Executive when such payment is due; (ii) the assignment to Executive, without Executive's written consent, of any duties materially inconsistent with his positions, duties, responsibilities and status with Employer, or a material change in Executive's reporting responsibilities, or any change to Executive's title, or any plan, act, scheme or design to constructively terminate the Executive, except in connection with the termination by Employer for Cause or Disability or as a result of Executive's death or voluntary resignation; (iii) a permanent reassignment of Executive's principal place of employment, without the written consent of Executive, to a location more than fifty (50) miles therefrom; (iv) a reduction by Employer in Executive's Base Salary, except if such reduction is part of an overall cost reduction program of Employer to reduce the Base Salary of all other executives or employees; (v) the removal of Executive as a voting member of the Board; (vi) Employer's failure to grant the Option; or (vii) the creation of a position of executive chairman of the Board without the consent of Executive.
Employer’s Material Breach. Executive may, at his option, terminate the Employment Period upon Employer’s “Material Breach” of this Employment Agreement and the continuation of such breach for more than thirty (30) days after written demand for cure of said breach is given to Employer by Executive (which demand will identify the acts or omissions constituting the grounds for “Material Breach” within ninety (90) days of the initial existence of the grounds for “Material Breach”). Employer’s “Material Breach” of this Agreement shall mean the occurrence of one or more of the following, without the written consent of the Executive: (a) a material reduction of Executive’s duties, position or responsibilities, or the removal of Executive from such position and responsibilities, either of which results in a material diminution of Executive’s authority, duties or responsibilities, unless Executive is provided with a comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation and status); provided, however, that a reduction in duties, position or responsibilities solely by virtue of Employer being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Employer remains as such following a Change of Control, as hereinafter defined) but is not made the Chief Technology Officer of the acquiring corporation) will not constitute “Material Breach”; (b) a material reduction in Executive’s Base Salary (except where there is a reduction applicable to the management team generally); provided, however, that a reduction in Executive’s Base Salary of five percent (15%) or less in any one year will not be deemed a material reduction; or (c) a material change in the geographic location of Executive’s primary work facility or location; provided, that a relocation of less than fifty (50) miles from Executive’s then present location will not be considered a material change in geographic location.
Employer’s Material Breach. Employee may, at his option, terminate --------------------------- Employee's employment upon Employer's material breach of this Agreement by giving Employer written notice of such breach (which notice will identify the manner in which Employer has materially breached this Agreement) and if such breach is not cured within thirty (30) days of employer receiving such written notice, Employee's employment shall terminate at the end of such thirty (30) day period. Employer's "Material Breach" of this Agreement shall mean: (i) the failure of Employer to pay Base Salary or additional compensation hereunder in accordance with this Agreement; (ii) the assignment to Employee without Employee's consent of duties substantially inconsistent with his duties as set forth in Section 2 hereof; or (iii) the relocation of Employer's principal offices to a geographic location other than in the northern California vicinity. In the event of Employer's breach, the amounts due Employee would be equivalent to those benefits set forth in Paragraph 5.1 (e).
Employer’s Material Breach. Executive may terminate the Employment Term upon Employer's material breach of this Agreement and the continuation of such breach for more than ten (10) days after written demand for cure of such breach is given to Employer by Executive (which demand shall identify the manner in which Employer has materially breached this Agreement). Employer's material breach of this Agreement shall mean (i) the failure of Employer to make any payment that it is required to make hereunder to Executive when such payment is due; (ii) the assignment to Executive, without Executive's express written consent, of duties materially inconsistent with his positions, responsibilities and status with Employer, or a significant change in Executive's reporting responsibilities, titles or offices, except in connection with the termination of the Employment Term by Employer for Cause, without Cause or Disability or as a result of Executive's death or voluntary resignation; (iii) a reduction by Employer in Executive's Base Salary; or (iv) a permanent reassignment of Executive's primary work location, without the consent of Executive, to a location more than 35 miles from Employer's executive offices in Woodcliff Lake, New Jersey.
Employer’s Material Breach. Executive may, at his option, terminate the Employment Period upon Employer's material breach of this Employment Agreement and the continuation of such breach for more than thirty (30) days after written demand for cure of said breach is given to Employer by Executive (which demand will identify the manner in which Employer has materially breached this Employment Agreement). In the event of a termination under this Section 3.2.5, the Termination Date shall mean the 31st day after written demand for cure is given by Executive to Employer. Employer's "Material Breach" of this Employment Agreement shall mean (i) the failure of Employer to pay Base Salary or additional compensation hereunder in accordance with this Agreement or (ii) the assignment to Executive without Executive's consent of duties substantially inconsistent with his duties as set forth in Section 1.2 hereof. 3.2.6.
Employer’s Material Breach. Executive may, at his option, terminate the Executive's employment upon Employer's material breach of this Agreement by giving Employer written notice of such breach (which notice will identify the manner in which Employer has materially breached this Agreement) and if such breach is not cured within thirty (30) days of Employer receiving such written notice, the Executive's employment shall terminate at the end of such thirty (30) day period. Employer's "Material Breach" of this Agreement shall mean (i) the failure of Employer to pay Base Salary or additional compensation hereunder in accordance with this Agreement or (ii) the assignment to Executive without Executive's consent of duties substantially inconsistent with his duties as set forth in Section 1.2 hereof. 3.2.6.
Employer’s Material Breach. Executive may terminate the Employment Term upon Employer’s material breach of this Agreement and the continuation of such breach for more than ten (10) days after written demand for cure of such breach is given to Employer by Executive (which demand shall identify the manner in which Employer has materially breached this Agreement). Employer’s material breach of this Agreement shall mean (i) the failure of Employer to make any payment that it is required to make hereunder to Executive when such payment is due; (ii) the assignment to Executive, without Executive’s express written consent, of duties materially inconsistent with his position and responsibilities with Employer, or a significant change in Executive’s reporting responsibilities, titles or offices; (iii) a reduction of more than 20% by Employer in Executive’s Base Salary; or (iv) a permanent reassignment of Executive's primary work location, without the consent of Executive, to a location more than seventy-five (75) miles from Employer's executive offices in Woodcliff Lake, New Jersey.
