Involuntary Termination Following a Change in Control definition

Involuntary Termination Following a Change in Control means an Involuntary Termination that occurs during a Change in Control Period.
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Involuntary Termination Following a Change in Control means as a result of Change of Control, within two (2) months prior to or twelve (12) months following such Change in Control: (a) without Executive’s express written consent, a substantial change or reduction of the Executive’s duties, position or responsibilities, or the removal of the Executive from such position and responsibilities, unless the Executive is provided with a comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation and status); (b) without Executive’s express written consent, a substantial reduction in the Executive’s Base Salary of greater than 5% compared to the Executive’s Base Salary in effect immediately prior to such reduction; (c) the relocation of Executive to a facility or location more than thirty-five (35) miles from the Executive’s then current location; (d) any purported termination of the Executive by the Company which is not effected for Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (e) the failure of the Company to obtain the assumption of this Agreement by any successor to the Company.
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Involuntary Termination Following a Change in Control means an Involuntary Termination Following a Change in Control as defined by the Retention and Severance Plan.
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Examples of Involuntary Termination Following a Change in Control in a sentence

  • Severance Plan for Corporate Staff Employees (Involuntary Termination Following a Change in Control).

  • For a period of six (6) years from and after the date of the Participant’s Involuntary Termination Following a Change in Control, the Company shall use its best efforts to maintain a policy of directors’ and officers’ liability insurance for the benefit of such Participant which provides him or her with coverage no less favorable than that provided for the Company’s continuing officers and directors.

  • If Executive's employment with the Company terminates as the result of an Involuntary Termination Other than for Cause and Not Following a Change in Control or an Involuntary Termination Following a Change in Control, the Executive shall be entitled to receive the following benefits.

  • If the Participant’s Service terminates as a result of Involuntary Termination Absent a Change in Control or Involuntary Termination Following a Change in Control, then the number of Vested Shares shall be increased as provided by the Retention and Severance Plan; provided, however, that the cumulative number of Vested Shares shall not exceed the Total Number of Shares.

  • Termination Other than for Cause and Not Following a Change in Control or Involuntary Termination Following a Change in Control.

  • In the event of a Change in Control, vesting shall be determined in accordance with Section 7.1. 3.3Vesting Upon Involuntary Termination Following a Change in Control.

  • In the event that the Participant determines that an Involuntary Termination or an Involuntary Termination Following a Change in Control has occurred, the Participant shall give written notice to the Company that such Involuntary Termination or Involuntary Termination Following a Change in Control has occurred.

  • With respect to any shares of Company common stock held by the Participant that is, at the time of such Involuntary Termination Following a Change in Control, subject to the Company's repurchase right upon termination of the Participant's employment ("Restricted Stock"), the Company shall waive such repurchase right as to the number of shares of Restricted Stock that would have vested on the next two (2) anniversaries of the Restricted Stock grant date.

  • A Participant shall cease to be a Participant in the Plan with respect to future Plan Years upon receiving written notice from the Plan Administrator, in accordance with Article IX.A herein, at least ten (10) days prior to the beginning of any Plan Year, unless such Participant has incurred an Involuntary Termination or Involuntary Termination Following a Change in Control prior to the receipt of such notice.

  • Such notice shall be delivered by the Participant to the Company within ninety (90) days following the date on which such Involuntary Termination or Involuntary Termination Following a Change in Control occurred, shall indicate the specific provision or provisions in this Plan upon which the Participant relied to 12 13 make such determination and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such determination.


More Definitions of Involuntary Termination Following a Change in Control

Involuntary Termination Following a Change in Control means as a result of a Change in Control, within two (2) months prior to or twenty-four (24) months following such Change in Control: (A) without the Executive's express written consent, a substantial change or reduction of the Executive's duties, position or responsibilities, or the removal of the Executive from such position and responsibilities, unless the Executive is provided with a comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation and status); (B) without the Executive's express written consent, a substantial reduction in the Executive's Base Salary and/or Target Bonus potential of greater than twenty percent (20%) compared to the Executive's Base Salary and/or Target Bonus potential in effect immediately prior to such reduction and/or which is not part of an overall reduction in compensation also applied to other senior executives of the Company as a result of decreased business performance by the Company or one of its business units without the Executive's express written consent, (C) the relocation of the Executive to a facility or a location more than
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Related to Involuntary Termination Following a Change in Control

  • Involuntary Termination means a termination of your employment with the Company pursuant to either (i) a termination initiated by the Company without Cause, or (ii) your resignation for Good Reason, and provided in either case such termination constitutes a Separation from Service. An Involuntary Termination does not include any other termination of your employment, including a termination due to your death or disability.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Involuntary Termination Without Cause means Executive’s dismissal or discharge by the Company other than for Cause. The termination of Executive’s employment as a result of Executive’s death or disability will not be deemed to be an Involuntary Termination Without Cause.

  • Involuntary Termination of Employment means the Termination of Service by the Company or Subsidiary other than a termination for Cause, or termination of employment by a Participant Employee for Good Reason.

  • Change in Control Period means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months following a Change in Control.

  • Voluntary Termination means the termination by Executive of Executive's employment following a Change in Control which is not the result of any of clauses (i) through (v) set forth in the definition of Involuntary Termination above.

  • 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:

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

  • Change in Control Date means the date on which a Change in Control occurs.

  • Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control:

  • Constructive Termination means:

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • Good Reason Termination means a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

  • Constructive Termination Without Cause means the termination of the Executive’s employment at his initiative after, without the Executive’s prior written consent, one or more of the following events:

  • Change in Control means the occurrence of any of the following events:

  • Change in Control Termination means that while this Agreement is in effect:

  • 409A Change in Control means a “Change in Control” which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

  • 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.

  • Qualifying Termination means a termination of Executive’s employment (i) by the Company other than for Cause or (ii) by Executive for Good Reason. Termination of Executive’s employment on account of death, Disability or Retirement shall not be treated as a Qualifying Termination.

  • Company Termination Event means any of the following:

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

  • Qualified Termination has the meaning set forth in Section 4(b).

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Change of Control means the occurrence of any of the following:

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