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: # the material reduction or diminution by the Board of the duties, responsibilities, authority or reporting relationship of Executive; # a material reduction of Executive’s Base Salary; # a relocation of Executive’s principal office by more than fifty (50) miles from his principal office on the Effective Date; # 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 # 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.

Termination Without Cause or pursuant to a Constructive Termination.

Termination without Cause or Constructive Termination without Cause. In the event the company terminates the executive’s employment without cause, other than due to disability or death, or in the event there is a constructive termination without cause, the executive shall be entitled to:

“Constructive Termination” shall have the meaning set forth in the Employment Agreement.

provided, however, that the events described in [(i)-(iv) above]e] shall constitute a Constructive Termination only if the Company fails to cure such event within thirty (30) days after receipt from you of a written notice of the event which constitutes a Constructive Termination; and provided, further, that a “Constructive Termination” shall cease to exist for an event or circumstance on the ninetieth (90) day following the later of its occurrence or your knowledge thereof, unless you have given the Company written notice thereof.

For purposes of this Award, a termination of employment includes a termination that is deemed an “unfair dismissal” or a “constructive dismissal.”

For purposes of this offer letter, a “Qualifying Termination” is # a termination of employment by you for Constructive Termination or # an involuntary termination of your employment by the Company other than for Cause.

•the actual or constructive termination of employment of any residential staff by you or a family member in violation of applicable employment law; or

For purposes of this offer letter, a “Constructive Termination” shall be deemed to occur upon the occurrence, without your consent of any of the following:

the Plan is established voluntarily by the [[Organization A:Organization]], it is discretionary in nature and it may be modified, amended, suspended or terminated by the [[Organization A:Organization]] at any time, unless otherwise provided in the Plan and this Agreement, and any such modification, amendment, suspension or termination will not constitute a constructive or wrongful dismissal;