Constructive Termination Prior to a Change in Control definition

Constructive Termination Prior to a Change in Control means the termination of Executive's employment with the Company by the Executive as a result of: (i) without the Executive's express written consent, a comprehensive and substantial reduction in all or most of the Executive's primary duties, authority and responsibilities compared to the Executive's duties, authority and responsibilities immediately prior to such reduction; (ii) without the Executive's express written consent, a significant reduction in the Executive's Base Pay compared to the Executive's Base Pay in effect immediately prior to such reduction; provided, however, that a reduction in the Executive's Base Pay of less than twenty percent (20%) or a reduction in the Executive's Base Pay that is part of an overall reduction in compensation also applied to other senior executives of the Company as a result of decreased business performance by the Company or one of its business units, shall not constitute a Constructive Termination Prior to a Change in Control; or (iii) without the Executive's express written consent, the failure of the Company to obtain the assumption of this Agreement by any successors. In no event shall the termination of Executive's employment with the Company on account of the Executive's death or Disability or because the Executive engaged in conduct constituting Cause be deemed to be a Constructive Termination Prior to a Change in Control.
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Constructive Termination Prior to a Change in Control means the termination of Executive's employment with the Company by the Executive as a result of: (i) the failure to elect or reelect or otherwise to maintain the Executive as the President and Chief Executive Officer of the Company, or the removal of or failure to nominate the Executive as a Director of the Company (or any successor thereto); (ii) the failure of the Company to remedy any of the following within thirty (30) calendar days after receipt by the Company of written notice thereof from the Executive: (A) a materially adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the Executive's position with the Company, (B) a reduction in Executive's Base Pay, unless pursuant to a voluntary reduction by Executive or a reduction affecting all senior Company management, (C) the termination or denial of the Executive's rights to Employee Benefits or a material reduction in the scope thereof unless pursuant to a reduction affecting all senior Company management, or (D) a reduction in Executive's Incentive Pay opportunity below 100% of the Executive's Base Pay, unless pursuant to a voluntary reduction by Executive or a reduction affecting all senior Company management; (iii) a requirement by the Company that the Executive have his principal location of work changed to any location that is in excess of thirty-five (35) miles from the location thereof without his prior written consent; or (iv) without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto which is not remedied by the Company within 30 calendar days after receipt by such party of written notice from the Executive specifying the grounds for such breach in reasonable detail. In no event shall the termination of Executive's employment with the Company on account of the Executive's death or Disability or because the Executive engaged in conduct constituting Cause be deemed to be a Constructive Termination Prior to a Change in Control.
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Related to Constructive Termination Prior to a Change in Control

  • Constructive Termination means:

  • Change in Control Period means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months following a Change in Control.

  • Constructive Termination Without Cause means a termination of the Executive's employment at his initiative as provided in this Section 10(c) following the occurrence, without the Executive's written consent, of one or more of the following events (except as a result of a prior termination):

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Change in Control means the occurrence of any of the following events: