Covered Resignation definition

Covered Resignation means a termination by Officer of Officer’s employment with Corporation by Officer providing a Notice of Termination within the thirty (30) day period following the first anniversary of the occurrence of a Change in Control.
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Covered Resignation means a resignation by Executive that occurs within six months after there has been a material reduction in Executive's job responsibilities from those that existed immediately prior to the reduction, it being understood that a mere change in title alone shall not constitute a material reduction in Executive's job responsibilities.
Sample 1
Covered Resignation means a resignation by Borrower that occurs within six months after there has been a material reduction in Borrower's job responsibilities from those that existed immediately prior to the reduction, it being understood that a mere change in title alone shall not constitute a material reduction in Borrower's job responsibilities.
Sample 1

Examples of Covered Resignation in a sentence

  • Any such termination which occurs within the thirty (30) day period following the first anniversary of the occurrence of a Change in Control shall constitute a resignation which entitles you to receive benefits under this Agreement (a "Covered Resignation").

  • This Section I(c) applies in the event your employment with the Company is terminated as a result of (i) your death, Disability or Retirement, (ii) a Termination Other Than For Cause, (iii) a Termination For Good Reason, or (iv) a Termination Upon a Change in Control (including a Covered Resignation).

  • Any such termination which occurs within the thirty (30)-day period following the first anniversary of the occurrence of a Change in Control (a "Covered Resignation") shall constitute a resignation which entitles you to receive benefits under this Agreement.

  • Officer may terminate his employment hereunder at any time (i) for Good Reason (subject to Corporation’s opportunity to cure, if applicable, the circumstance(s) giving rise to Good Reason in the time period set forth in Section 2(a)(iii)), or (ii) pursuant to a Covered Resignation, or (iii) pursuant to a Voluntary Termination or upon thirty (30) days’ written Notice of Termination to Corporation, in the event of Officer’s Disability.

  • This Section 3(c) applies in the event your employment with the Corporation is terminated as a result of (i) your death, Disability or Retirement, (ii) a Termination Other Than For Cause, (iii) a Termination For Good Reason, or (iv) a Termination Upon a Change in Control (including a Covered Resignation).

  • The payments to be made to Executive upon a Covered Termination or Covered Resignation are in addition to the payments made to employees by Americas upon termination in the ordinary course, such as reimbursement for business expenses and vacation pay through the date of termination.

  • The entire principal amount of this Note and all accrued interest shall be forgiven upon a Covered Termination (as defined below) or upon a Covered Resignation (as defined below).

  • In exchange for Americas providing the above described benefits to Executive, Executive agrees that prior to receiving any severance compensation from Americas in respect of such Covered Termination or Covered Resignation, whether under this Agreement or otherwise, Executive will execute and deliver to Americas a Release and a Confidentiality Agreement, each substantially in the form provided to Executive with this Agreement.

  • If at any time prior to the date your Units become fully vested in accordance with Section 1(a), your employment with the Company is terminated as a result of (i) your death or Disability), (ii) a Termination Other Than For Cause (iii) a Termination For Good Reason, or (iv) a Termination Upon a Change in Control (including a Covered Resignation), your Units (to the extent then outstanding and otherwise unvested) shall fully vest immediately upon such termination of employment.

Related to Covered Resignation

  • Resignation for Good Reason means Executive’s resignation from all employee positions Executive then holds with the Company within sixty (60) days following any of the following events taken without Executive’s consent, provided Executive has given the Company written notice of such event within thirty (30) days after the first occurrence of such event and the Company has not cured such event within thirty (30) days thereafter:

  • Voluntary Resignation means any Termination by Employee for any reason other than a Constructive Termination.

  • Termination for Good Reason means a Termination of Employment by Executive for a Good Reason.

  • Voluntary Termination for Good Reason means that the Executive voluntarily terminates his employment after any of the following are undertaken without Executive’s express written consent:

  • Resignation Effective Date has the meaning specified in Section 9.06(a).

  • Notice of Termination for Good Reason shall have the meaning set forth in Section 1(t).

  • Termination for Just Cause means termination because of Executive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement.

  • Termination for Cause or "Cause" shall mean termination because of the Executive's personal dishonesty, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, conviction of a felony with respect to the Bank or the Company or any material breach of this Agreement. For purposes of this Section, no act, or the failure to act, on the Executive's part shall be "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in the best interest of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

  • Resignation Letter means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter).

  • Continuing Director means, with respect to any Person as of any date of determination, any member of the board of directors of such Person who (i) was a member of such board of directors on the Closing Date, or (ii) was nominated for election or elected to such board of directors with the approval of the required majority of the Continuing Directors who were members of such board at the time of such nomination or election.

  • Resignation means a voluntary notice by the employee that they are terminating their service on the date specified;

  • Covered position means a position in which the employee must be a member of the retirement

  • Voluntary Termination means termination by the Employee of the Employee's employment with the Company, excluding termination by reason of Employee's death or disability as described in Sections 2.5 and 2.6.

  • Continuing Directors means, as of any date of determination, any member of the Board of Directors who (i) was a member of such Board of Directors on the date of the Agreement or (ii) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

  • Certificate of Termination Demand means a certificate substantially in the form of Annex C to any Multi-Series Letter of Credit.

  • Termination Other Than For Cause means termination by the Company of Employee's employment by the Company for reasons other than those which constitute Termination for Cause.

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • Date of conviction means the date judgment was entered against the individual.

  • For Good Reason as defined in Section 6.4.

  • Without Cause Termination or “Terminated Without Cause” means termination of the Executive’s employment by the Company other than due to death, disability, or Termination for Cause.

  • Termination statement means an amendment of a financing statement which:

  • Good Reason means:

  • Automatic Termination shall have the meaning set forth in Section 2.3.2.

  • Termination of Directorship means that the Non-Employee Director has ceased to be a director of the Company; except that if a Non-Employee Director becomes an Eligible Employee or a Consultant upon the termination of his or her directorship, his or her ceasing to be a director of the Company shall not be treated as a Termination of Directorship unless and until the Participant has a Termination of Employment or Termination of Consultancy, as the case may be.

  • Designation Date as defined in Subsection 2.10(f).