Definition of “Constructive Termination. For purposes of this Agreement, “Constructive Termination” shall mean a resignation of employment and termination of this Agreement by Executive for one or more of the following reasons:
Definition of “Constructive Termination. For purposes of Section 4(a)(vi), the term "Constructive Termination" shall be defined to mean: (i) a material reduction in the Executive's duties and responsibilities without the Executive's consent; (ii) a reduction in or the failure by the Company to pay when due any portion of the Salary, (iii) the Company's material breach of this Agreement, or (iv) without Executive's approval, he is required to relocate out of the metropolitan area of his present residence.
Definition of “Constructive Termination. For all purposes under this Agreement, Constructive Termination shall mean the voluntary resignation of the Executive within 60 days following:
Definition of “Constructive Termination. For purposes of this Agreement, “Constructive Termination” shall mean a voluntary termination of employment by Executive for any of the following reasons, without the express written consent of Executive, unless such events are corrected in all material respects by the Company within thirty (30) days following written notification by Executive to the Board: (i) the material reduction or diminution by the Board of the duties, responsibilities, authority or reporting relationship of Executive; (ii) a material reduction of Executive’s Base Salary; (iii) a relocation of Executive’s principal office by more than fifty (50) miles from his principal office on the Effective Date; (iv) any failure of the Company to assign or any successor to assume the Company’s obligations under this Agreement at or following the occurrence of a Change in Control; or (v) a material breach of this Agreement by the Company. Executive shall provide the Board with a written notice that an event has occurred and will serve as cause for Constructive Termination within thirty (30) days after the date Executive had knowledge, or should have had knowledge, of the first occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company’s cure period as set forth above (in which cure does not occur). Otherwise, any claim of such circumstances as “Constructive Termination” shall be deemed irrevocably waived by Executive.
Definition of “Constructive Termination. 5.1 The consummation of the "Offer" (as defined in the Merger Agreement) will constitute a "Change in Control" pursuant to Section 5.3 of the Change in Control Agreement.
Definition of “Constructive Termination. A "Constructive Termination" -------------------------------------- shall be deemed to occur if without Employee's express written consent (a) either (i) there is a material adverse change in Employee's position, title, stature, duties or responsibilities which remains uncorrected for thirty (30) days or more following Employee's written notice to the Company, or (ii) a reduction of Employee's Base Salary and (b) within 90 days of the occurrence of any event listed in clause (a), Employee provides the Company written notice that Employee is electing to terminate his employment with the Company.
Definition of “Constructive Termination. For purposes of this Agreement, “Constructive Termination” shall mean a voluntary termination of employment by Executive for any of the following reasons, without the express written consent of Executive, unless such events are corrected in all material respects by the Company within thirty (30) days following written notification by Executive to the Board: (i) the material reduction or diminution by the Board of the duties, responsibilities, authority or reporting relationship of Executive;
Definition of “Constructive Termination. For purposes of this Agreement, “Constructive Termination” shall mean a voluntary termination of employment by Executive for any of the following reasons, without the express written consent of Executive, unless such events are corrected in all material respects by the Company within thirty (30) days following written notification by Executive to the Board: (i) the material reduction or diminution by the Board of the duties, responsibilities, authority or reporting relationship of Executive; (ii) a material reduction of Executive’s Base Salary or Target Bonus opportunity; (iii) a relocation of Executive’s principal office by more than fifty (50) miles from his principal office on the Effective Date; or (iv) any failure of the Company to assign or any successor to assume the Company’s obligations under this Agreement at or following the occurrence of a Change in Control. Executive shall provide the Board with a written notice that an event has occurred and will serve as cause for Constructive Termination within thirty (30) days after the date Executive had knowledge, or should have had knowledge, of the first occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company’s cure period as set forth above (in which cure does not occur). Otherwise, any claim of such circumstances as “Constructive Termination” shall be deemed irrevocably waived by Executive.
Definition of “Constructive Termination. Constructive Termination" shall occur if you resign your employment with the Company following a Change in Control and within thirty (30) days after any of the following: (a) a material reduction in your duties, responsibilities or position; (b) a material reduction in your compensation or benefits, except for reductions in compensation and benefits that are concurrent with and consistent with reductions for all executives of the acquiring or surviving corporation; or (c) you do not maintain the exact position in the parent company including title and reporting structure. Constructive Termination is triggered by your effective resignation within thirty (30) days after the above change, and absent a termination by the Company with Cause.
Definition of “Constructive Termination. For all purposes under this Agreement "Constructive Termination" shall mean the Employee's resignation within sixty (60) days following (i) a material reduction or change in title, job duties, authority, responsibilities or job requirements inconsistent with Employee's position with the Company to which the Employee has not agreed to in writing; (ii) any reduction of Employee's Base Compensation to which the Employee has not agreed to in writing; (iii) any elimination of a material benefit provided to the Employee pursuant to employment with the Company to which the Employee has not agreed to in writing unless such material benefit is being eliminated for all Employees in comparable positions or Employee's class due to a reasonable business need or condition; (iv) a relocation of place of employment more than sixty (60) miles from San Francisco, California; (v) the Company's failure to cure any material breach by it of the terms of this letter agreement within thirty (30) days following written notice from the Employee to the Company's Board of Directors; or (vi) the actual occurrence of any "constructive termination" of the Employee by the Company under California law. The provisions of subparts (i) through (iii) of this subparagraph b(iii) shall not apply if any "cause" as defined in subparagraph (d) has occurred, and, if curable pursuant to subparagraph (d), has not been cured.
