Non-CIC Qualifying Termination definition

Non-CIC Qualifying Termination means a termination of a Participant’s employment with the Company (or any parent or subsidiary of the Company) other than within the Change in Control Period by the Company (or any parent or subsidiary of the Company) for a reason other than Cause, the Participant’s death or Disability.

Non-CIC Qualifying Termination means a Participant’s employment is terminated by the Company, or any acquirer or successor in interest thereof, without Cause outside of the Change in Control Period, provided such termination of employment constitutes a Separation from Service.

Non-CIC Qualifying Termination has the meaning set forth in a Participant’s Participation Agreement.

Examples of Non-CIC Qualifying Termination in a sentence

• If no Change in Control occurs within three (3) months following a Non-CIC Qualifying Termination, any unvested portion of Executive’s Equity Awards automatically and permanently will be forfeited on the date three (3) months following the date of the Non-CIC Qualifying Termination without having vested.

• In particular, it is possible that a Participant will incur a Non-CIC Qualifying Termination prior to the effective date of a Change in Control and become entitled to benefits pursuant to Section 4.02 on account of such termination of employment and that the termination of employment will subsequently become a CIC Qualifying Termination due to the occurrence of a Change in Control subsequent to the date of the employment termination.

• Except as otherwise provided herein, a Covered Executive will be eligible to receive the Severance described in Section 4 in the event of a Non-CIC Qualifying Termination or a CIC Qualifying Termination.

• Managed Health Services (MHS) is the Managed Care Organization (MCO) the State has contracted with to administer the MCPD program.

• In the event that a Participant incurs a Non-CIC Qualifying Termination, the Corporation shall pay or provide to the Participant the following benefits, subject to the Release requirement specified in Section 4.01 above.

More Definitions of Non-CIC Qualifying Termination

Non-CIC Qualifying Termination means your termination of employment with the Company (or any parent or subsidiary of the Company) outside the Change in Control Period by (i) you for Good Reason, or (ii) the Company (or any parent or subsidiary of the Company) without Cause (excluding by reason of your death or Disability) such that, as a result of any termination described in this definition, you are no longer employed by the Company or any of its affiliates.

Non-CIC Qualifying Termination means (i) a termination by an Eligible Employee of the Eligible Employee’s employment with the Company for Good Reason or (ii) a termination by the Company of an Eligible Employee’s employment with the Company due to the elimination by the Company of the Eligible Employee’s job position (and excluding, for the avoidance of doubt, a termination by the Company of an Eligible Employee’s employment with the Company due to death or Disability or for Cause), in any case, that does not occur on or within twelve (12) months following a Change in Control.

Non-CIC Qualifying Termination means (i) a material reduction in Base Salary or Target Bonus that is not applied uniformly to other similarly situated executives, (ii) without the consent of the Executive, a relocation required by the Company from the location of the Executive’s home office, or (iii) a termination of the Executive’s employment by the Company without Cause. For clarity, a Non-CIC Qualifying Termination shall not include termination of the Executive’s employment with the Company by reason of Executive’s death or Disability, subject to applicable law, or a CIC Qualifying Termination; provided, however, that for clauses (i)-(ii), the Executive must provide written notification of such event or condition in clauses (i)-(ii) within ninety (90) days after the Executive knows of the occurrence of any such event or condition, and the Company shall have sixty (60) days from the date of receipt of such written notice to effect a cure of the event or condition in clauses (i)-(ii), and, upon cure thereof by the Company, such event or condition shall no longer constitute a Non-CIC Qualifying Termination by reason of clauses (i)-(ii).

Non-CIC Qualifying Termination means, except as otherwise set forth in the Participant’s Participation Agreement, a termination of a Participant’s employment with the Company (or any parent or subsidiary of the Company) that is not within the Change in Control Period and that is by the Company (or any parent or subsidiary of the Company) without Cause (excluding by reason of the Participant’s death or Disability).

Non-CIC Qualifying Termination means a Participant’s employment is terminated by the Company, or any acquirer or successor in interest thereof, without Cause outside of the Change in Control Period.

Non-CIC Qualifying Termination means the involuntary termination of a Covered Executive’s employment by the Company without Cause or a voluntary resignation by a Covered Executive for Good Reason, in either case, outside of the Change in Control Period.

Non-CIC Qualifying Termination means (i) a termination by a Participant of the Participant’s employment with the Employer for Good Reason or (ii) a termination by the Employer of a Participant’s employment without Cause, in either case, that does not occur within 3 months prior to or on or within 12 months following a Change in Control.