Constructive Termination. “Constructive Termination” shall be deemed to occur if there is (i)(A) a material reduction in job title or responsibilities of the Officer (provided, however, that reassignment to a position, irrespective of title, that changes the Officer’s responsibilities in a manner designed merely to reflect the fact that the Company has become a wholly-owned subsidiary or division of the counter-party to the Change of Control shall not constitute grounds for Constructive Termination); # a reduction of more than 20% of the Officer’s base salary unless in connection with similar decreases of other similarly-situated officers of the Company or its successor entity; or # the Officer’s refusal to relocate to a facility or location more than 50 miles from the Company’s location at which the Officer works as of the effective date of the Change of Control; and # immediately following any of the foregoing events, the Officer provides to his or her employer within 20 business days of such event written notice of his or her intent to terminate employment as a result of Constructive Termination, which written notice specifies the events or circumstances giving rise to the Officer’s claim that Constructive Termination has occurred as well as the effective date of termination (which date shall be within 45 days of the date on which such notice is given); provided however that the Company shall have 30 days in which to cure the events or circumstances giving rise to the Constructive Termination claim and, if the Company is able to cure such events or circumstances within such 30-day period, then the Officer shall not have a basis to terminate his or her employment for Constructive Termination.

Constructive Termination. “Constructive Termination” means Executive’s resignation from employment with the Company that is effective within one-hundred twenty (120) days after the occurrence, without Executive’s written consent, of any of the following: # a material diminution in Executive’s base compensation that is not proportionately applicable to other officers and key employees of the Company generally; # a material diminution in Executive’s job responsibilities or duties; # the relocation of Executive’s principal office to a facility or a location more than fifty (50) miles from Executive’s then-present principal office location; or # the failure by any successor entity or corporation following a Change in Control to assume the obligations under this Agreement. Notwithstanding the foregoing, a resignation shall not constitute a “Constructive Termination” unless the condition giving rise to such resignation continues uncured by the Company more than thirty (30) days following Executive’s written notice of such condition provided to the Company within ninety (90) days of the first occurrence of such condition and such resignation is effective within thirty (30) days following the end of such notice period.

Constructive Termination. “Constructive Termination” means Executive’s resignation from employment with the Company that is effective within one-hundred twenty (120) days after the occurrence, without Executive’s written consent, of any of the following: # a material diminution in Executive’s base compensation that is not proportionately applicable to other officers and key employees of the Company generally; # a material diminution in Executive’s job responsibilities or duties inconsistent in any material respect with Executive’s position, authority or responsibilities in effect immediately prior to such change, provided, that any change made solely as the result of the Company becoming a subsidiary or business unit of a larger company in a Change in Control shall not provide for Executive’s Constructive Termination hereunder; or # the failure by any successor entity or corporation following a Change in Control to assume the obligations under this Agreement. Notwithstanding the foregoing, a resignation shall not constitute a “Constructive Termination” unless the condition giving rise to such resignation continues uncured by the Company more than thirty (30) days following Executive’s written notice of such condition provided to the Company within ninety (90) days of the first occurrence of such condition and such resignation is effective within thirty (30) days following the end of such notice period.

Constructive Termination. If at any time during the term of this agreement the Executive terminates his employment on account of a Constructive Termination, then the Executive shall be eligible to receive all of the payments and benefits provided in [subparagraph 10(d)] of this agreement, which shall be paid in accordance with [subparagraph 10(d)]; however, if the Constructive Termination occurs within eighteen (18) months following a Change of Control, then the Executive instead shall be eligible to receive all of the payments and benefits provided in [subparagraph 10(e)] of this agreement, which shall be paid in accordance with [subparagraph 10(e)]. For purposes of this [subparagraph (f)], "Constructive Termination" means any action by the Board, the Chief Executive Officer of CSGS, or a Permitted Assignee, in each case without the Executive’s prior consent, that materially and adversely alters the authority, duties, or responsibilities of the Executive. Notwithstanding the foregoing provisions of this [subparagraph (f)], in no event will the occurrence of any such condition constitute a Constructive Termination unless # the Executive provides written notice to the Board or the Permitted Assignee (as applicable) of the existence of the condition giving rise to a Constructive Termination within ninety (90) days following the date the Executive first becomes aware of the existence of such condition and # the Board or Permitted Assignee (as applicable) fails to materially cure such condition to the reasonable satisfaction of the Executive within thirty (30) days following the date of such notice, upon which failure to cure the Executive will immediately resign his employment with the Companies.

For the purposes of this Agreement, "Constructive Termination" shall mean:

Constructive Termination Definition. For the purposes of this Agreement, “Constructive Termination” means, without Executive’s written consent, # a material reduction in Executive’s salary or benefits; provided, however, that a reduction in Executive’s salary or benefits will not constitute a Constructive Termination if it is part of and proportional to a reduction in salary or benefits of the Company’s executive staff as a whole, # a material diminution of Executive’s officer title, duties, authority or responsibilities as in effect immediately prior to such diminution. Notwithstanding the foregoing, no Constructive Termination for any of the foregoing reasons shall be effective unless and until # Executive provides the Company with written notice specifying the event which constitutes Constructive Termination within ninety (90) days following the occurrence of such event or date Executive became aware of such event, the Company fails to cure the circumstances giving rise to Constructive Termination within thirty (30) days after such notice, and Executive resigns within ninety (90) days after the expiration of the Company’s thirty (30)-day cure period.

Constructive Receipt Termination. If amounts deferred under the Plan must be included in income under Code [section 409A] prior to the scheduled distribution of such amounts, distribution of such amount shall be made to Participants.

Constructive Termination Without Cause shall mean a termination of the Executive’s employment at his initiative following the occurrence, without the Executive's written consent, of one or more of the following events:

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 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: