CIC Qualifying Termination means a Separation (A) within twelve (12) months following a Change in Control or (B) within three (3) months preceding a Change in Control (but as to part (B), only if the Separation occurs after a Potential Change in Control) resulting, in either case (A) or (B), from (i) the Company terminating the Executive’s employment for any reason other than Cause or (ii) the Executive resigning his or her employment for Good Reason. A termination or resignation due to the Executive’s death or disability shall not constitute a CIC Qualifying Termination. A “Potential Change in Control” means the date of execution of a legally binding and definitive agreement for a corporate transaction which, if consummated, would constitute the applicable Change in Control (which for the avoidance of doubt, would include, for example, a merger agreement, but not a term sheet for a merger agreement). In the case of a termination following a Potential Change in Control and before a Change in Control, solely for purposes of benefits under this Agreement, the date of Separation will be deemed the date the Change in Control is consummated.
CIC Qualifying Termination means a Separation within three (3) months prior to or twelve (12) months following a Change in Control resulting from (A) the Company or its successor terminating the Executive’s employment for any reason other than Cause or (B) the Executive voluntarily resigning the Executive’s employment for Good Reason. Executive’s death or a termination or resignation due to the Executive’s Disability shall not constitute a CIC Qualifying Termination.
CIC Qualifying Termination means the termination of the Employment Period on account of Termination Without Cause or Termination for Good Reason, in either case, on or within 24 months after the occurrence of a Change in Control.
Examples of CIC Qualifying Termination in a sentence
Notwithstanding any other provision of this Agreement to the contrary, any severance benefits payable to Executive under this Section 3(a) shall be reduced by any severance benefits payable by the Company or an Affiliate of the Company to Executive under any other policy, plan, program, agreement or arrangement, including, without limitation, any severance agreement between Executive and any entity.(b) CIC Qualifying Termination (In Connection with a Change in Control).
More Definitions of CIC Qualifying Termination
CIC Qualifying Termination means a termination of a Participant’s employment with the Company (or any parent or subsidiary of the Company) within the Change in Control Period by (i) the Participant for Good Reason, or (ii) the Company (or any parent or subsidiary of the Company) for a reason other than Cause, the Participant’s death or Disability.
CIC Qualifying Termination means Termination of Service of Participant by the Company without Cause during the twelve (12) month period immediately following a Change in Control.
CIC Qualifying Termination means Termination of Service of Participant by any Participating Company without Cause or by Participant for Good Reason during the twelve (12) month period immediately following a Change in Control.
CIC Qualifying Termination means a Separation in connection with the consummation of a Change in Control, including at the request of the prospective acquirer whose proposed acquisition would constitute a Change in Control upon its completion, or within three (3) months prior to or within twelve (12) months following the consummation of a Change in Control, resulting from (A) the Company or its successor terminating the Executive’s employment for any reason other than Cause or (B) the Executive voluntarily resigning his or her employment for Good Reason. A termination or resignation due to the Executive’s death or disability shall not constitute a CIC Qualifying Termination.
CIC Qualifying Termination means a Separation (i) within twelve (12) months following a Change in Control or (ii) within three (3) months preceding a Change in Control, but as to part (ii) only if the Separation occurs following a Potential Change in Control resulting from (i) the Company terminating the Executive’s employment for any reason other than Cause or (ii) the Executive voluntarily resigning his or her employment for Good Reason. A termination or resignation due to the Executive’s death or Disability shall not constitute a CIC Qualifying Termination. A “Potential Change in Control” means the date of execution of a definitive agreement for a corporate transaction which, if consummated, would constitute the applicable Change in Control. In the case of a termination following a Potential Change in Control and before the consummation of a Change in Control, solely for purposes of benefits under this Agreement, the date of Separation will be deemed the date the Executive’s employment terminated.
CIC Qualifying Termination means a Separation (A) within twenty-four (24) months following a Change in Control or (B) within three (3) months preceding a Change in Control (but as to part (B), only if the Separation occurs after a Potential Change in Control) resulting, in either case (A) or (B), from (i) the
CIC Qualifying Termination means a Participant’s employment is terminated by the Company, or any acquirer or successor in interest thereof, without Cause or by the Participant for Good Reason during the Change in Control Period, provided such termination of employment constitutes a Separation from Service.