Qualifying Non-CIC Termination definition

Qualifying Non-CIC Termination means, outside the Change in Control Period, the Company terminates Executive’s employment with the Company other than (i) for Cause, (ii) due to Executive’s death, or (iii) due to Executive’s Disability.
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Qualifying Non-CIC Termination means any termination of a Participant’s employment (a) by the Company or as relevant any Affiliate other than for Cause, death or Disability and (b) that is not a Qualifying CIC Termination.
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Qualifying Non-CIC Termination means a termination of a Participant’s employment with the Company without Cause that occurs other than during the CIC Protection Period.
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Examples of Qualifying Non-CIC Termination in a sentence

  • For purposes of clarity, in the event that, within 3 months after a Qualifying Non-CIC Termination, a Change in Control occurs (resulting in the termination of Executive’s employment with the Company Group constituting a Qualifying CIC Termination), any severance payments and benefits to be provided to Executive under Section 3(b) will be reduced by any amounts that already were provided to Executive under Section 3(a).

  • A single, lump sum payment equal to 50% of the Executive’s target annual bonus as in effect for the fiscal year in which the Qualifying Non-CIC Termination occurs, less applicable withholdings.

  • Continuing payments of severance pay at a rate equal to Executive’s Base Salary (as in effect immediately prior to the Qualifying Non-CIC Termination) for six months from the date of the Qualifying Non-CIC Termination, which will be paid in accordance with the Company’s normal payroll practices, subject to Section 8.

  • If the Executive is on an expatriate assignment under the Global Mobility Policy and a Qualifying CIC Termination or a Qualifying Non-CIC Termination occurs, then, notwithstanding anything in the Global Mobility Policy to the contrary, the Executive will be eligible for relocation benefits back to the Executive’s home country consistent with those provided under the Global Mobility Policy.

  • Following a Qualifying CIC Termination or a Qualifying Non-CIC Termination, the Executive will be reimbursed by the Company for the reasonable costs of outplacement services obtained by the Executive within the six (6)-month period after the Executive’s Separation from Service, upon receipt by the Company of documentation evidencing the actual cost of such services; provided, however, that reimbursements must be made by the end of the year following the year in which the Separation from Service occurs.

  • For the avoidance of doubt, if, at any time, the Executive’s employment is terminated and such termination of employment is not a Qualifying CIC Termination or a Qualifying Non-CIC Termination, the Executive will not be entitled to the Severance Benefits described in Section 3.1 or 3.2.

  • In such event, the severance benefits to which Executive will be eligible will depend on whether such termination is a Qualifying Non-CIC Termination or a Qualifying CIC Termination (each as defined below).

  • A single, lump sum payment equal to 12 months of the Executive’s target annual bonus as in effect for the fiscal year in which the Qualifying Non-CIC Termination occurs, less applicable withholdings.

  • If Executive has a Qualifying Non-CIC Termination, then subject to Section 3, Executive shall receive the severance benefits set forth in the table below from the Company based on the role held by such Executive on the Termination Date and Executive’s Service Term.

  • If Executive has a Qualifying Non-CIC Termination, and, within three months of Executive’s Separation, a Corporate Transaction occurs such that Executive has a Qualifying CIC Termination, then Executive shall become entitled to the additional severance benefits set forth in Section 2(b).


More Definitions of Qualifying Non-CIC Termination

Qualifying Non-CIC Termination means the termination of an Eligible Employee’s employment with the Company, that is not a Qualifying CIC Termination, by the Company or its successor other than for Cause; provided that a Qualifying Non-CIC Termination shall occur only if such termination of employment constitutes a “separation from service” within the meaning of Section 409A. Notwithstanding the foregoing, an Eligible Employee will not be considered to have incurred a Qualifying Non-CIC Termination (a) if his or her employment is discontinued by reason of the Eligible Employee’s death or Disability (other than in each case with respect to payments pursuant to Section 2.3 hereof as set forth herein) or (b) by reason of the divestiture of a facility or other assets of the Company, sale of a business or business unit, or the outsourcing of a business activity with which the Eligible Employee is affiliated if the Eligible Employee is offered comparable employment by the successor company and the successor company assumes the Company’s responsibilities under the Plan with respect to such Eligible Employee.
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Qualifying Non-CIC Termination means a termination of Executive’s employment with the Company Group (i) outside the Change in Control Period either (A) by a Company Group member without Cause and, following an IPO, other than due to Executive’s death or Disability, or (B) by Executive for Good Reason; or (ii) at any time prior to an IPO by reason of Executive’s death or Disability.
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Qualifying Non-CIC Termination means a Separation more than twelve (12) months following a Change in Control or more than three (3) months preceding a Change in Control if the Company terminates the Executive’s employment for any reason other than Cause or Disability.A “Qualifying Termination” is a Qualifying CIC Termination, a Qualifying non-CIC Termination or a Qualifying Death or Disability Termination.
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Qualifying Non-CIC Termination means the termination of an Eligible Employee’s employment with the Company, that is not a Qualifying CIC Termination, by the Company or its successor other than for Cause; provided that a
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Qualifying Non-CIC Termination means, with respect to a Participant, an Involuntary Termination that occurs other than during a CIC Period.
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Related to Qualifying Non-CIC Termination

  • 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.

  • Change in Control Termination means an “Involuntary Termination Without Cause” or “Resignation for Good Reason,” either of which occurs on, or within three (3) months prior to, or within twelve (12) months following, the effective date of a Change in Control, provided that any such termination is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Death and disability shall not be deemed Change in Control Terminations.

  • 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:

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

  • Qualifying Retirement means the Employee’s voluntary termination of employment after the Employee has (i) attained (X) age sixty-five (65), (Y) age fifty-five (55) with ten (10) Years of Service as a full-time employee of the Partnership or any of its Affiliates, or (Z) an age which, when added to such Years of Service of the Employee equals at least seventy-five (75), and (ii) previously delivered a written notice of retirement to the Partnership and on the date of retirement the Employee has satisfied the minimum applicable advance written notice requirement set forth below: Age at Voluntary Termination Number of Years of Advance Notice 58 or younger 59 60 or older 3 years 2 years 1 year By way of illustration, and without limiting the foregoing, if (i) the Employee is eligible to retire at age fifty-nine (59) after ten (10) Years of Service, (ii) the Employee gives two (2) years notice at age fifty-eight (58) that the Employee intends to retire at age sixty (60), and (iii) the Employee later terminates employment at age fifty-nine (59), then the Employee’s retirement at age fifty-nine (59) would not constitute a Qualifying Retirement. However, if (i) the Employee is eligible to retire at age fifty-nine (59) after ten (10) Years of Service, (ii) the Employee gives two (2) years notice at age fifty-eight (58) that the Employee intends to retire at age sixty (60), and (iii) the Employee terminates employment upon reaching age sixty (60), then the Employee’s retirement at age sixty (60) would constitute a Qualifying Retirement.

  • Constructive Termination means:

  • Change of Control Termination means any of the following events occurring upon or within twelve (12) months after a Change of Control:

  • Disability Termination means the termination of a Participant’s employment under the disability provisions of the Participant’s Employment Agreement or, if the Participant is not a party to an Employment Agreement, then as a result of a “Disability” as defined in the Plan.

  • 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:

  • 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.

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

  • Eligible Termination means the involuntary termination of Participant’s employment without Cause, provided that at the time of such termination Participant is a Senior Officer and has completed at least ten (10) years of service as a Senior Officer.

  • 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 inability to perform the essential functions of his job due to disability will not be deemed to be an Involuntary Termination Without Cause.

  • 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.

  • Service Termination Date means the last Day in a month upon which Service shall terminate, as set forth in a Schedule of Service and subject to any renewal thereof.

  • Covered Termination means the termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, and shall not include a termination due to Executive’s death or disability.