Breach Termination definition

Breach Termination means a termination of your employment by you by written Termination Notice given to the Company within 90 days after the occurrence of any action or inaction that constitutes a material breach by the Company of the Agreement. A Termination Notice for a Breach Termination shall indicate the specific action or inaction that constitutes the material breach, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for the Breach Termination, and shall provide the Company a minimum of 30 days in which to remedy such facts or circumstances. Your failure to set forth in such Termination Notice any facts or circumstances which contribute to the showing of Breach Termination shall not constitute your waiver of any right hereunder or preclude you from asserting such fact or circumstance in enforcing your rights hereunder. The Termination Notice for a Breach Termination shall provide for a date of termination not less than 30 nor more than 60 days after the date such Termination Notice is given. Notwithstanding the foregoing, should a termination of employment by the Company without Cause or a Breach Termination occur within six months prior to, or within two years after, a Change of Control, your termination shall be considered a Change of Control Termination and you shall vest in the payments and benefits set forth in Exhibit A. Any such payments or benefits shall be offset by any payments or benefits that you may have been already paid or received due to the occurrence of the termination of employment prior to the Change of Control, and shall be paid in accordance with Exhibit A.
View Source
Breach Termination means a termination of your employment by you due to a material breach by the Company either prior to a Change of Control or following two years after the occurrence of a Change of Control, of the provisions of this Agreement, which breach is not cured within thirty (30) days following notice by you to the Company of such breach which specifies in detail the circumstances giving rise to such breach. In order for a termination by you to be a Breach Termination, you must give notice to the Company of a material breach by the Company of this Agreement within 60 days of the date you learn of the circumstances giving rise to such material breach and you must actually give a Termination Notice in accordance with Section 1 within the 30-day period following the expiration of the Company's cure period for such breach.
View Source

Related to Breach Termination

  • Termination of Services means Participant’s Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.

  • Willful and Material Breach means a material breach that is a consequence of an act undertaken by the breaching party or the failure by the breaching party to take an act it is required to take under this Agreement, with knowledge that the taking of or failure to take such act would, or would reasonably be expected to, result in, constitute or cause a breach of this Agreement.

  • Substantial Breach means a breach of any of clauses 3.8, 3.9, 4.1, 4.2, 5.1(c)(i) to 5.1(c)(xxiv) (inclusive), 17.1, 17.2, 31.2 or 31.7(c) of this Agreement;

  • Termination or “Terminated” means, for purposes of this Plan with respect to a Participant, that the Participant has for any reason ceased to provide services as an employee, officer, director, consultant, independent contractor or advisor to the Company or a Parent or Subsidiary of the Company. An employee will not be deemed to have ceased to provide services in the case of (i) sick leave, (ii) military leave, or (iii) any other leave of absence approved by the Committee; provided, that such leave is for a period of not more than 90 days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute or unless provided otherwise pursuant to formal policy adopted from time to time by the Company and issued and promulgated to employees in writing. In the case of any employee on an approved leave of absence, the Committee may make such provisions respecting suspension of vesting of the Award while on leave from the employ of the Company or a Parent or Subsidiary of the Company as it may deem appropriate, except that in no event may an Award be exercised after the expiration of the term set forth in the applicable Award Agreement. The Committee will have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant ceased to provide services (the “Termination Date”).

  • Intentional Breach means, with respect to any representation, warranty, agreement or covenant, an action or omission taken or omitted to be taken that the breaching party intentionally takes (or intentionally fails to take) and knows (or reasonably should have known) would, or would reasonably be expected to, cause a material breach of such representation, warranty, agreement or covenant.