Constructive Termination of Executive Clause Samples

The Constructive Termination of Executive clause defines the circumstances under which an executive may resign but still be entitled to severance benefits as if they were terminated without cause. Typically, this clause applies when the employer makes significant adverse changes to the executive’s role, compensation, or work conditions, such as a demotion, pay cut, or forced relocation. Its core function is to protect executives from indirect forms of dismissal, ensuring they are not deprived of contractual benefits if their employment situation is materially worsened by the employer.
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Constructive Termination of Executive. In the event the Company removes Executive from the position of Chief Executive Officer, President, or Director of the Company without his consent (or fails to re-elect Executive as President and Chief Executive Officer at any meeting of the Board of Directors of the Company held for the purpose of electing or re-electing officers of the Company) or substantially changes his duties or his reporting responsibility to the Board of Directors under Section 2.1, the employment of Executive, at his option, exercisable by written notice given to the Company at any time within sixty (60) days following such event (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 Executive'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 Section 9.3 shall make the provisions of this Section 9.5 inapplicable. If Executive's employment is terminated under this Section 9.5, the Company shall continue to pay Executive his Basic Salary and provide health insurance benefits as provided in this Agreement for a period of eighteen (18) months from the Termination Date, and shall promptly reimburse any previously unreimbursed business expenses. Executive's right to receive Incentive Bonus for each completed Employment Year shall remain in effect, and Executive's right to receive Incentive Bonus on account of the year of his termination shall be prorated to the date of such termination. In addition, the Option granted to Executive pursuant to Section 8 hereof shall be deemed to have become fully vested in him pursuant to and subject to the provisions of such Section.
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Constructive Termination of Executive. The Executive shall have the right to terminate this Agreement due to a Constructive Termination. For purposes of this Agreement, “Constructive Termination” means the occurrence, without the Executive’s express written consent, of any one or more of the following events:
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Related to Constructive Termination of Executive

  • Constructive Termination The Executive may terminate the Executive’s employment hereunder during the Change of Control Severance Period upon the occurrence of one or more of the following events (regardless of whether any other reason, other than Cause, for such termination exists or has occurred, including without limitation other employment), in which case the Executive shall be entitled to the benefits provided under Section 4(a) hereof: (i) failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent office or position, which the Executive held immediately prior to the Change of Control; (ii) (A) a material adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position that the Executive held immediately prior to the Change of Control; (B) a reduction in the Executive’s base salary from the rates in effect immediately prior to the Change of Control or a material modification in the scope of the Executive’s right to participate in any bonus program offered to similarly-situated employees; or (C) the termination or denial of the Executive’s rights to Benefits at least as great in the aggregate as are payable thereunder immediately prior to the Change of Control or a reduction in the scope or value thereof other than a general reduction applicable to all similarly-situated employees; (iii) a change in circumstances following the Change of Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change of Control, which has rendered the Executive unable to carry out any material portion of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change of Control, which situation is not remedied within 30 calendar days after written notice of such change given by the Executive; (iv) the liquidation, dissolution, merger, consolidation or reorganization of FTD or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of FTD under this Agreement; or (v) the Executive is required to have his principal location of work changed to any location that is in excess of 50 miles from the Executive’s principal location of work immediately prior to the Change of Control. For purposes of this Agreement:

  • Termination of Executives Employment Termination of Executive's Employment means that (i) the Company has terminated Executive's employment with the Company (including any subsidiary of the Company) other than for Cause (as defined in Section 5.2), death or Disability (as defined in Section 5.3), or (ii) Executive, by written notice to the Company, has terminated his employment with the Company (including any subsidiary of the Company) for Good Reason (as defined below). For purposes of this Agreement, "Good Reason" means:

  • Involuntary Termination of Employment If the Executive exercises his withdrawal rights pursuant to Subsection 2.2, and the Executive's employment with the Bank is involuntarily terminated for any reason including termination due to disability of the Executive, but excluding termination for Cause, or termination following a Change in Control, within thirty (30) days of such involuntary termination of employment, the Bank shall be required to record a final Phantom Contribution in an amount equal to: (i) the full Phantom Contribution required for the Plan Year in which such involuntary termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Phantom Contributions.

  • Voluntary Termination of Employment If during the Employment Term, Executive terminates his employment under circumstances other than those specified elsewhere in this Section 8, Executive shall be entitled to the payments and benefits specified in Section 8(a).

  • Termination for Cause; Resignation Without Good Reason; Death or Disability If you resign without Good Reason, or the Company terminates your employment for Cause, or upon your death or disability, then all payments of compensation by the Company to you hereunder will terminate immediately (except as to amounts already earned), and you will not be entitled to any Severance Benefits.