Anticipatory Termination definition
Anticipatory Termination means a termination of employment where PNC terminates your employment with PNC (other than for Misconduct or Disability) prior to the date on which a Change of Control occurs, and you reasonably demonstrated that such termination of employment (i) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control.
Anticipatory Termination means a Separation From Service of the Executive within the time period that begins on the first day of the month that is three (3) months immediately preceding the first day of the month containing the Change in Control Date and ends on the Change in Control Date, but only if the Executive’s Separation From Service was (a) due to a termination by the Company without Cause or (b) a termination by the Executive for Good Reason. For purposes of clarification and not limitation, a Separation From Service for Cause, or due to Executive’s death or Disability or his voluntary resignation without Good Reason, is not an Anticipatory Termination.
Anticipatory Termination means a termination of employment where PNC terminates your employment with PNC (other than for Misconduct or Disability) prior to the date on which a Change of Control occurs, and you reasonably demonstrated that such termination of employment (i) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control. “Award Effective Date” has the meaning set forth in Section A of this Agreement. “Change of Control” means: (a) Any Person becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (x) the then- outstanding shares of Common Stock (the “Outstanding PNC Common Stock”) or (y) the combined voting power of the then-outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding PNC Voting Securities”). The following acquisitions will not constitute a Change of Control for purposes of this definition: (1) any acquisition directly from the Corporation, (2) any acquisition by the Corporation, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any company controlled by, controlling or under common control with the Corporation (an “Affiliated Company”), (4) any acquisition pursuant to an Excluded Combination (as defined below) or (5) an acquisition of beneficial ownership representing between 20% and 40%, inclusive, of the Outstanding PNC Voting Securities or Outstanding PNC Common Stock if the Incumbent Board (as defined below) as of immediately prior to any such acquisition approves such acquisition either prior to or immediately after its occurrence; (b) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (excluding any Board seat that is vacant or otherwise unoccupied). For purposes of this definition, any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the shareholders of the Corporation, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board will be considered as though such individual was a member of the Incumbent Board, but
Examples of Anticipatory Termination in a sentence
Notwithstanding Section 1(a)(i) and Section 1(a)(ii) above, if your termination of employment with PNC is an Anticipatory Termination, then commencing immediately after your Termination Date, the provisions of Section 1(a)(i) and Section 1(a)(ii) will no longer apply and will be replaced with the following provision: “No-Hire.
The Company shall provide Executive with outplacement services, for a twelve (12) month period commencing on the Termination Date, or in the event of an Anticipatory Termination the date of the occurrence of the Change of Control, in an aggregate amount not to exceed $20,000.
The Anticipatory Termination Payment shall be subject to the Executive executing a second release agreement, as described in Section 6(c), but covering only the period from the Termination Date until the date immediately following the Change in Control.
Such amounts shall be paid on the sixtieth (60th) day following the Termination Date, provided, however, that if Executive’s termination of employment is an Anticipatory Termination, such amount shall be paid on the sixtieth (60th) day immediately following the Change of Control and shall be reduced by any payment previously made under Section 3.4.1.
All requests for payment or reimbursement of outplacement services must be submitted to the Company within eighteen (18) months following the Termination Date, or in the event of an Anticipatory Termination the date of the occurrence of the Change of Control, and, upon receipt and approval, will be paid or reimbursed by the Company within thirty (30) days thereafter, subject to Section 10 hereof.
More Definitions of Anticipatory Termination
Anticipatory Termination means a termination of the Executive’s employment within the three (3) month period ending immediately prior to the Change in Control Date (in which the Change in Control is a “change in control event” within the meaning of Code Section 409A), but only if (a) the Executive’s employment with the Company was (i) terminated by the Company without Cause or (ii) terminated by the Executive for Good Reason, and (b) it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or anticipation of such Change in Control.
Anticipatory Termination means the termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, within the six-month period immediately prior to the date on which a Change of Control occurred, which Change of Control is a “change in the ownership or effective control of the corporation or in the ownership of a substantial portion of the assets of the corporation” under Treasury Regulation Section 1.409A-3(i)(5), provided that it is reasonably demonstrated by Executive that such termination of employment was either (i) at the request of a third party who has taken steps reasonably calculated to effect such Change of Control or (ii) otherwise arose in connection with or anticipation of such Change of Control.
Anticipatory Termination shall occur if (A) the Company shall terminate the Executive’s employment other than for Cause, death or Disability, or (B) the Executive shall terminate employment for Good Reason, in each case following the execution of a written agreement contemplating a transaction or transactions the consummation of which would constitute a Change of Control (a “COC Agreement”) or at the request of a third party in contemplation of entering into a COC Agreement with the Company.
Anticipatory Termination shall have the meaning described in Section 3.04.
Anticipatory Termination means a termination of the Executive’s employment without Cause or for Good Reason that occurs after a tender offer is announced for the Company or after material discussions have occurred with a possible acquirer with regard to a Transaction, provided, that such offer or discussions have not terminated.
Anticipatory Termination means a termination of an Employee made in connection with or in anticipation of a Change in Control at the request of, or upon the initiative of, the acquiror in the Change in Control transaction or otherwise in connection with or anticipation of the Change in Control.
Anticipatory Termination means a termination of employment pursuant to Section 5.01(d) or 5.01(e) hereof as a result of an act or event that occurs prior to a Change in Control and after the Announcement Date and either (i) at the request of any other party to a transaction, or any Person associated with the event or course of events (other than Employer or a Company Entity), that results in a Change in Control, or (ii) otherwise in contemplation of a Change in Control; provided, that no termination shall be deemed an Anticipatory Termination unless the Change in Control to which it relates actually occurs.