Constructive Termination Without Cause definition

Constructive Termination Without Cause shall have the meaning set forth in Section 10(c) below.

Constructive Termination Without Cause means the termination of the Executive’s employment at his initiative after, without the Executive’s prior written consent, one or more of the following events: (a) a reduction in the Base Salary (unless such reduction is part of an overall and nondiscriminatory reduction by the Employer to the base salaries of all of its senior executives and such reduction is proportional in amount to the reductions suffered by all of such other senior executives), or the uncured failure by the Employer to fulfill its obligations under this Agreement within thirty (30) days after written notice thereof from the Executive to the Employer; (b) the failure to elect the Executive to any of the positions described in Section 3.1; (c) any material diminution or adverse change in the duties, authority, responsibilities, or positions of the Executive; or any attempt to remove the Executive from any executive management position in a manner contrary to this Agreement or the Employer’s then effective certificate of incorporation or by-laws; (d) the assignment to the Executive of duties or responsibilities which are materially inconsistent or different from those customarily performed by a person holding the executive management positions to be held by the Executive pursuant to Section 3.1; (e) the failure of the Employer to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets or business of the Employer after a merger, consolidation, sale, or similar transaction, provided that such transaction does not constitute a “Change in Control”; (f) the commencement by or against the Employer or any of its material subsidiaries of a voluntary or involuntary proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in effect; or seeking the appointment of a trustee, receiver, liquidator, or custodian of it or any substantial part of its property, and consent by the Employer or any such material subsidiary to any such relief, provided that such relief does not constitute a “Change in Control”; or (g) the Executive agrees that each of the following must occur before the Executive may assert the existence of a Constructive Termination without Cause (other than with respect to Section 12.3(e)): (i) the Executive must provide written notice to the Board or the Chairman of the Board, with reasonable specification of the matter(s) giving rise...

Constructive Termination Without Cause means the termination of your employment at your initiative after, without your prior written consent, one or more of the following events:

Constructive Termination Without Cause means a termination of Executive's employment initiated by Executive not later than 12 months following the occurrence (not including any time during which an arbitration proceeding referenced below is pending), without Executive's prior written consent, of one or more of the following events (or the latest to occur in a series of events), and effected after giving the Company not less than 10 working days' written notice of the specific act or acts relied upon and right to cure:

Constructive Termination Without Cause means a termination of Employee’s employment at his initiative following the occurrence, without Employee’s prior written consent, of one or more of the following events:

Constructive Termination Without Cause means a termination by the Executive of his employment hereunder on 30 days written notice given by him to the Company following the occurrence, without his prior written consent, of any of the following events, unless the Company shall have fully cured all grounds for such termination within 15 days after the Executive gives notice thereof: (i) any reduction in his then current Base Salary or in his target or maximum annual bonus opportunity as a percentage of Base Salary; (ii) any material failure to timely grant, or timely honor, any equity or long-term incentive award; (iii) any material breach of any of the Company’s obligations, representations or warranties in this Agreement; (iv) any failure to appoint, elect or reelect him to any of the positions described in the Agreement; the removal of him from any such position; or any change in the reporting structure so that he reports to someone other than the Board; (v) any material diminution in his duties or the assignment to him of duties that materially impair his ability to perform his duties; (vi) following any Change in Control, any relocation of the Company’s principal office, or of his own office as assigned to him by the Company, to a location more than 50 miles from Malvern, Pennsylvania; (vii) following any Change in Control, any failure by the Company to continue in effect any compensation plan in which the Executive participated immediately prior to such Change in Control and which is material to the Executive’s total compensation, including but not limited to the Company’s stock option, incentive compensation, deferred compensation, stock purchase, bonus and other plans or any substitute plans adopted prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or any failure by the Company to continue the Executive’s participation therein (or in such substitute or alternative plan) on a basis no less favorable to the Executive, both in terms of the amount of benefits provided and the level of the Executive’s participation relative to other participants, as existed immediately prior to such Change in Control; (viii) following any Change in Control, any failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company’s pension, life insurance, medical, health and accident, or disability plans in which the ...

Constructive Termination Without Cause means a termination by the Executive of his/her employment hereunder on 30 days’ written notice given by him/her to the Company following the occurrence, without his/her prior written consent, of any of the following events, unless the Company shall have fully cured all grounds for such termination within 15 days after the Executive gives notice thereof: (1) any reduction in his/her then current Base Salary or in his/her annual incentive bonus award opportunity set forth herein; (2) any material breach of any of the Company’s obligations, representations or warranties in this Agreement; (3) any material diminution in his/her duties or the assignment to him/her of duties that materially impair his/her ability to perform his/her duties; (4) following any Change in Control, any relocation of the Company’s principal office, or of his/her own office as assigned to him/her by the Company, to a location more than 50 miles from Malvern, Pennsylvania; (5) following any Change in Control, any failure by the Company to continue in effect any compensation plan in which the Executive participated immediately prior to such Change in Control and which is material to the Executive’s total compensation, including but not limited to the Company’s stock option, incentive compensation, deferred compensation, stock purchase, bonus and other plans or any substitute plans adopted prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or any failure by the Company to continue the Executive’s participation therein (or in such substitute or alternative plan) on a basis no less favorable to the Executive, both in terms of the amount of benefits provided and the level of the Executive’s participation relative to other participants, as existed immediately prior to such Change in Control; (6) following any Change in Control, any failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company’s pension, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to such Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any perquisite enjoyed by the Executive at the time of such Change in Control, or the failure by the Co...

Constructive Termination Without Cause means a termination of Employee at Employee’s own initiative within one year following the occurrence, without Employee’s prior written consent, of one or more of the following events not on account of Cause (“Constructive Termination Events”):

Constructive Termination Without Cause means a termination of the Executive's employment at his initiative as provided in this Section 13 following the occurrence, without the Executive's written consent, of one or more of the following events: (a) a reduction in the Executive's then current Base Salary or failure by the Employer to fulfill its obligations under Sections 6, 7, 8 or 9 above; (b) the failure to elect or reelect the Executive to any of the positions described in Section 3 hereof or the removal of him from any such position; (c) a material diminution in the Executive's duties or the assignment to the Executive of duties which are materially inconsistent with his duties or which materially impair the Executive's ability to function as the President, Chief Executive Officer and Member of the Office of the Chairman of the Employer; or (d) the failure of the Employer to obtain the assumption in writing of its obligation to perform this Employment Agreement by any successor to all or substantially all of the assets of the Employer within 15 days after a merger, consolidation, sale or similar transaction.