Qualifying Separation Sample Clauses
A Qualifying Separation clause defines the specific circumstances under which an individual’s departure from a company or organization is considered a 'qualifying' event for certain contractual benefits or obligations. Typically, this clause outlines what types of separations—such as involuntary termination without cause, resignation for good reason, or retirement—meet the criteria, and may detail the resulting entitlements like severance pay, accelerated vesting, or continued benefits. Its core function is to clearly delineate which departures trigger special rights or protections, thereby reducing ambiguity and potential disputes over post-separation entitlements.
Qualifying Separation. If the Grantee incurs a Qualifying Separation prior to the Vesting Date, the Grantee will not forfeit the Performance Share Units upon such Qualifying Separation, and the Performance Share Units will continue to vest based on the attainment of the Performance Goals, except as otherwise provided in Section 4(c) (death) and 4(e) (Change in Control) below, and subject to Section 4(f) below. If the Grantee incurs a Termination of Employment on account of Disability or a Position Elimination (as defined in Section 4(d) below) at a time when the Grantee has met the age and service requirements for a Qualifying Separation, this Section 4(b) shall apply to the Performance Share Units.
Qualifying Separation. If, prior to the Vesting Date, (i) your Employment terminates after the date that is six (6) months following the Grant Date for any reason (including due to a Specified Divestiture or a Reduction in Force) other than due to (A) a termination for Cause or (B) your death or Disability and (ii) either (A) you have attained age fifty-five (55) and have at least ten (10) years of Service with at least five (5) consecutive years of Service immediately before your Date of Termination or (B) you have attained age sixty-two (62) as of your Date of Termination (a “Qualifying Separation”), then you shall become vested in the RSUs on the Vesting Date. Notwithstanding the foregoing, you will be treated as having terminated Employment pursuant to Section 2(b) hereof if, at any time prior to the Vesting Date, the Committee determines that applying this Section 2(c)(iv) to employees based on age at the time of termination of Employment and not to all employees may violate any law or public policy applicable to you and/ or the RSUs (whether as applied to all holders of RSUs or to only holders of RSUs in the jurisdiction where you are employed). For the avoidance of doubt, this Section 2(c)(iv) shall not apply (w) if your Employment terminates within six (6) months following the Grant Date, in which case the RSUs shall be forfeited for no consideration on the Date of Termination (unless clause (y) or (z) below applies), (x) if your Employment is terminated for Cause, in which case the RSUs shall be forfeited for no consideration on the Date of Termination, (y) if your Employment is terminated due to your death or Disability, in which case Section 2(c)(i) or 2(c)(ii), will apply, as applicable, or (z) if your Employment is terminated due to a Specified Divestiture or a Reduction in Force within six (6) months following the Grant Date, in which case Section 2(c)(iii) will apply.
Qualifying Separation. If your Employment terminates after the date that is six (6) months following the Grant Date:
(1) for any reason other than a termination of Employment pursuant to Section 3(b) (Termination of Employment due to Death) or Section 3(f) (Termination for Cause); and
(2) as of the Date of Termination, either (I) you have attained age fifty-five (55) and have at least ten (10) years of Service, with at least five (5) consecutive years of Service immediately before your Date of Termination, or (II) you have attained age sixty-two (62) (a termination of Employment that satisfies the conditions set forth in clauses (A) and (B) immediately above, a “Qualifying Separation”), then, to the extent the Option remains outstanding as of the date of your Qualifying Separation, and subject to the terms of this Agreement, the Option shall become vested and exercisable on the applicable Scheduled Vesting Date in accordance with the schedule set forth above (to the extent not already vested and exercisable) and shall remain exercisable until the Expiration Date. For the avoidance of doubt, this Section 3(d)(i) shall not apply if your Employment terminates on or prior to the date that is six (6) months following the Grant Date, as reflected in the records of the Corporation.
Qualifying Separation. If Employee resigns for any reason prior to the Acceleration Date, Employee will not be entitled to any Severance Benefits or Vested Separation Benefits from the Company. If Employee is terminated or resigns for any reason following the Acceleration Date, and provided Employee has not, prior to the resignation or termination date, accepted the position as Chief Executive Officer of the Company (such a termination or resignation, a “Qualifying Separation”), then subject to Employee executing a Release, and allowing such Release to become effective not later than 60 days following Employee’s Separation from Service, Employee shall be entitled to receive the following severance benefits (the “Vested Separation Benefits”):
(i) a lump-sum cash severance payment equal to 24 months of Employee’s then-current Base Salary, subject to applicable tax withholdings, paid on the 60th day following Employee’s Separation from Service, except as provided in Section 9(l) below;
(ii) a lump-sum cash severance payment equal to 200% of Employee’s target Bonus for the year of termination, subject to applicable tax withholdings, paid on the 60th day following Employee’s Separation from Service, except as provided in Section 9(l) below;
(iii) to the extent not previously amended, amendment of any time-based vesting equity awards granted as of the New Effective Date to provide for full acceleration of vesting and, with respect to any vested stock options granted as of the New Effective Date, extension of the Employee’s exercise period to the earlier of (A) the third anniversary of the termination of Employee’s continuous service (as defined under the applicable option award agreement) and (B) the original term of each such option (subject to any earlier termination in the event of a Corporate Transaction as provided under the applicable stock plan), but in no event will Employee’s options be exercisable beyond their original full term; and
(iv) if Employee is participating in the Company’s employee group health insurance plans on the effective date of termination, and timely elects and remains eligible for continued coverage under COBRA, or, if applicable, state or local insurance laws, the Company shall pay to Employee, on the first day of each month, a cash payment equal to the applicable COBRA premiums for that month (including premiums for Employee and his eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (...
Qualifying Separation. Notwithstanding the foregoing provisions in Paragraph 3(b) and the vesting schedule on the cover page of this Agreement, in the event of the Optionee’s Qualifying Separation, the unvested Option will continue to vest and become exercisable as scheduled through the third anniversary of the Date of Grant, subject to Paragraph 3(h). The Option will be exercisable until the earlier of (i) the expiration of such Option, which is ten years after the Date of Grant, or (ii) four years following the date of the Optionee’s Qualifying Separation.