Qualifying Separation means and includes a Mutually Agreeable Termination, a Change- in-Control Termination, or retirement at age 62 or later. (i) “Mutually Agreeable Termination” means a decision by the Company, in its sole discretion, to terminate the Executive’s employment with the Company as a result of circumstances described in this paragraph and the Executive’s acknowledgment and agreement that his/her employment will end as a result of such circumstances. Circumstances that may result in a Mutually Agreeable Termination include management realignment, change in business conditions or priorities, the sale or elimination of the Executive’s business unit or any other change in business circumstances that materially and adversely affects the Executive’s role within the Company or such circumstances that preclude continued employment at the ELG level, in all cases as determined by the Executive Vice President and Chief Human Resources Officer. Neither a unilateral voluntary resignation nor a Termination for Cause will constitute a Mutually Agreeable Termination. (ii) “Change-in-Control Termination” means either the involuntary termination of the Executive’s employment by the Company (other than a Termination for Cause) or the voluntary resignation by the Executive for Good Reason within 24 months following a Change -in-Control. (A) “Change-in-Control” shall mean any of the following events: 1. An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either: (a) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”); or (b) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this section 1, the following acquisitions shall not constitute a Change-in-Control: (1) any acquisition directly from the Corporation, (2) any acquisition by the Corporation, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any entity controlled by the Corporation, or (4) any acquisition by any entity pursuant to a transaction that complies with clauses (a), (b) and (c) of subsection (3) of this Section (d)(ii)(A); or
Qualifying Separation means and includes a Mutually Agreeable Termination, a Change-in-Control Termination, or retirement at age 62 or later.
Qualifying Separation means and includes a Mutually Agreeable Termination, a Change- in-Control Termination, or retirement at age 62 or later.
Examples of Qualifying Separation in a sentence
Following three years of ELG service, the ELG Restricted Stock Unit Retention Award (the “ELG RSU Retention Award”) provides for vesting in the event of a Qualifying Separation.
Qualifying Separation from Service Other Than a Change in Control Termination.
The Feed in Tariff with Contracts for Difference (FiT-CfD or just CfD) were announced as part of the EMR in July 2011 [9].
For the avoidance of doubt, absences from employment by reason of notice periods, garden leaves, or similar paid leaves associated with a Termination of Service shall not be recognized as service in determining vesting of an Award or the Termination Date for a Qualifying Separation.
If, however, Executive is terminated as a result of a Qualifying Separation from his employment in connection with a Major Transaction, no Retention Pay shall be payable or available until after the seven (7) day revocation period (as described in Section 8 of this Agreement) for a signed Release has expired.
More Definitions of Qualifying Separation
Qualifying Separation means Executive’s Separation from Service with the Company: (A) initiated by Executive for Good Reason or (B) initiated by the Company without Cause. A Qualifying Separation shall not include a Separation from Service: (i) initiated by the Company by reason of Cause, or (ii) initiated by Executive’s voluntary resignation, retirement, death or Disability.
Qualifying Separation means for anindividual to qualify as an adversely affected worker and for basic TRA, any total separation of the individual within the certification period of a certification with respect to which the individual meets all of the requirements in§ 617.11(a)(2)(i) through (iv), and which qualifies as a total qualifying separation as defined in paragraph (B) of (t)(3)(i) of this section.
Qualifying Separation means either an involuntary termination of the Eligible Executive’s employment by the Employer without Cause (other than by reason of death or Disability) during the Protection Period, or a voluntary termination of the Eligible Executive’s employment for Good Reason during the Protection Period; provided, however, that a Qualifying Separation shall not occur by reason of the divestiture of a facility, sale of a business or business unit, or the outsourcing of a business activity with which an Eligible Executive is affiliated, if the Eligible Executive is offered comparable employment with a Base Salary and annual cash incentive award opportunity at least equal in value to that in effect immediately prior to such transfer of employment by the entity that acquires such facility, business or business unit or that succeeds to such outsourced business activity.
Qualifying Separation means, with respect to a holder of Exchanged Restricted Stock or MIP RSUs, an involuntary termination of the holder’s employment by the Surviving Corporation or its applicable subsidiary (or, in the case of a non-employee director of Parent, the termination of such individual’s board service on account of being removed from such role or otherwise not being asked to stand for re-election) other than due to the holder’s Misconduct or Detrimental Activity, as each such term is defined in the Company Equity Plan.
Qualifying Separation means the Employee’s Separation from Service during the Change in Control Period by reason of (i) the Company’s termination of the Employee’s employment other than for Cause, or (ii) the Employee’s resignation for Good Reason; provided, however, that a Qualifying Separation shall not include a Separation from Service by reason of the Employee’s death or Disability.
Qualifying Separation means (A) the involuntary termination of an Eligible Executive’s employment by the Employer without Cause (other than due to death or Disability), (B) the voluntary termination of an Eligible Executive’s employment with the Employer for Good Reason, (C) the termination of an Eligible Executive’s employment as a result of the Eligible Executive’s death, or (D) the termination of an Eligible Executive’s employment as a result of the Eligible Executive’s Disability.
Qualifying Separation means the Executive's Separation from Service with the Company (A) within twenty-four (24) months following the date on which a Change in Control occurs, for Good Reason, provided the Executive has first given Notice to the Company of the specified reasons for Separation from Service and that the Company has not remedied the situation within ten (10) days after the Company's receipt of the Notice; (B) as a result of Good Reason Without a Change in Control; (C) without Cause and not following a Change in Control; or (D) without Cause within twenty-four (24) months following the date on which a Change in Control occurs.