Constructive Termination of Employee. In the event the Company removes Employee from the position of Executive Vice President, or if Employee is removed as a Director of the Company without his consent (or fails to be re-elected at any meeting of the Board of Directors of the Company held for the purpose of electing or reelecting Directors of the Company) or substantially changes his duties or his reporting responsibility to the Board of Directors under Section 2.1, the employment of Employee, at his option, exercisable by written notice given to the Company at any time within sixty (60) days following such event (or failure to re-elect) (time of notice being deemed to be of the essence), shall be deemed to have been constructively terminated by the Company hereunder, as of the date of Employee's notice; provided, however, that such constructive termination shall not be deemed a breach by the Company of its obligations under this Agreement and further provided, however, that termination for cause pursuant to Subsection 8.3 shall make the provisions of this Subsection 8.4 inapplicable. The date of such written notice shall be deemed the Termination Date hereunder. If Employee's employment is terminated under this Subsection 8.4, and the Termination Date is within four years of the Commencement Date, Employee shall receive, within thirty (30) days of such written notice to the Company, a Termination Payment, which shall be determined according to the following schedule: (i) if the Termination Date hereunder is within one year of the Commencement Date, the Termination Payment shall be one million five hundred thousand dollars ($1,500,000); (ii) if the Termination Date is within two years of the Commencement Date, the Termination Payment shall be one million three hundred fifty thousand dollars ($1,350,000); (ii) if the Termination Date is within three years of the Commencement Date, the Termination Payment shall be one million two hundred thousand dollars ($1,200,000); (iv) if the Termination Date is within four years of the Commencement Date, the Termination Payment shall be one million fifty thousand dollars ($1,050,000), and so forth. Additionally, Employee shall continue to receive the additional benefits provided in Subsection 7.1 for a period of two (2) years from the Termination Date. If Employee's employment is terminated under this Subsection 8.4, and the Termination Date is later than four years after the Commencement Date, Employee shall receive an amount equal to his aggregate Base Sa...
Constructive Termination of Employee. Employee may terminate his employment upon written notice to the Company of any one of the following events that occurs, if not cured and corrected by the Company or its successor within 10 business days after written notice thereof by the Employee to the Company or its successor (“Good Reason”): (i) any change in the Employee’s Vice President or General Counsel titles or position that constitutes a material diminution or material adverse change in authority as compared to the authority of the Employee’s title or position as of the Effective Date; (ii) any material reduction in the Employee’s annual Base AuthenTec, Inc. • P.X. Xxx 0000 • Xxxxxxxxx, XX 00000-0000 • Tel: 1-000-000-0000 • Fax: 1-000-000-0000 • wxx.xxxxxxxxx.xxx Compensation as in effect on the Effective Date (other than as set forth in the proviso to item (v)); (iii) a substantial diminution or material adverse change in the Employee’s duties and responsibilities (other than a change due to the Employee’s Total and Permanent Disability or as an accommodation under the Americans With Disabilities Act); (iv) any requirement that the Employee relocate, by more than 50 miles, the principal location from which he performs services for the Company as compared to such location as of the Effective Date; (v) any other material breach of this Agreement which is not cured within thirty (30) days after receipt of written notice, provided that a reduction in the Employee’s Base Compensation that is proportional under a reasonable plan affecting all other employees shall not be deemed a material breach of this Agreement; (vi) failure of Company to obtain the agreement from any successor to Company to assume and agree to perform this Agreement; provided, however, that no diminution of title, position, duties or responsibilities shall be deemed to occur solely because the Company becomes a subsidiary of another corporation or entity or because there has been a change in the reporting hierarchy incident thereto involving the Employee.
Constructive Termination of Employee. Employee may terminate his employment upon written notice to the Company of any one of the following events that occurs coincident with or following a Change in Control, if not cured and corrected by the Company or its successor within 10 business days after written notice thereof by the Employee to the Company or its successor: (i) any change in the Employee’s title or position that constitutes a material diminution in authority as compared to the authority of the Employee’s title or position immediately prior to the occurrence of the Change in Control; (ii) any material reduction in the Employee’s annual base salary as in effect on the effective date of the Change in Control; (iii) a substantial diminution in the Employee’s duties and responsibilities (other than a change due to the Employee’s Total and Permanent Disability or as an accommodation under the Americans With Disabilities Act); or (iv) any requirement that the Employee relocate, by more than 50 miles, the principal location from which he performs services for the Company as compared to such location immediately prior to the occurrence of the Change in Control; provided, however, that no diminution of title, position, duties or responsibilities shall be deemed to occur solely because the Company becomes a subsidiary of another corporation or entity or because there has been a change in the reporting hierarchy incident thereto involving the Employee.
Constructive Termination of Employee. Employee may terminate his employment upon written notice to the Company of one of the following events, specifying such event in detail (1) Employee’s compensation and benefits are materially reduced below those in effect immediately prior to the effective date of such notice other than as is proportional under a reasonable plan implemented affecting all other employees, (2) Employee’s title and/or role are changed to a title/role outside the executive titles of Chairman, CEO, COO, or President, or (3) Employee’s removal as or failure to be elected or re-elected to the Board of Directors, and the Company shall have not reversed in full such event within fourteen days of such notice (a “Constructive Termination Event”), unless prior to such time Employee has otherwise agreed in writing or such Constructive Termination Event relates to a Change of Control of the Company.
