Reduced Position definition

Reduced Position of a person shall mean, (i) without Officer's express written consent, a significant reduction of Officer's duties, position, compensation, or responsibilities in the Surviving Entity following the Change of Control, unless such Reduced Position is of equal or greater organizational level, duties, authority, compensation, and status as the position held by such Officer immediately prior to the date of such reduction in position; provided however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains the principal financial officer of the Company following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute a "Reduced Position" (ii) without the Officer's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Officer immediately prior to such reduction; (iii) a significant reduction in the salary of the Officer as in effect immediately prior to such reduction; (iv) a material reduction in the kind or level of employee benefits to which the Officer is entitled immediately prior to such reduction with the result that the Officer's overall benefits package is significantly reduced; (v) without the Officer's express written consent, the relocation of the Officer to a facility or a location more than 50 miles from the Officer's then present location; (vi) any purported termination of the Officer's employment with the Company or the Subsidiary which is not effected for Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 8(a) below
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Reduced Position of a person shall mean, without Officer's express written consent, a significant reduction of Officer's duties, position, compensation, or responsibilities in the Surviving Entity following the Change of Control, unless such Reduced Position is of equal or greater organizational level, duties, authority, compensation, and status as the position held by such Officer immediately prior to the date of such reduction in position, all as reasonably determined by both the Board of Directors of the Company and the CEO of the company acquiring or merging with the Company (or the CEO of the parent of such company if it is a subsidiary acquisition or merger); provided however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains the principal financial officer of the Company following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute a "Reduced Position."
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Examples of Reduced Position in a sentence

  • If within twelve (12) months after a Change of Control, (i) the Officer's employment with the Company is terminated without Cause by the Surviving Entity or the Company or (ii) the Officer is relegated without Cause to a Reduced Position in the Surviving Entity or the Company, then subject to Section 5 above, the Officer shall receive monthly severance payments from the Company or the Surviving Entity for a period of six (6) months following such date of termination.

  • If the Officer's employment terminates by reason of the Officer's voluntary resignation (and not in connection with a demotion to a Reduced Position), or if the Officer is terminated for Cause, then the Officer shall not be entitled to acceleration of his option(s) or other benefits, except for those (if any) as may then be established under the Company's then existing severance and benefits plans and policies at the Termination Date.

  • ASCE 41 defines performance levels for non-structural elements as follows: A OperationalB Position Retention C Life SafetyD Hazards Reduced Position Retention is defined as may or may not be damaged to the extent that they are not able to immediately function, but are secured in place so that damage caused by falling, toppling or breaking of utility connections is avoided.

Related to Reduced Position

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

  • Reduced Amount means the greatest amount of Agreement Payments that can be paid that would not result in the imposition of the excise tax under Section 4999 of the Code if the Accounting Firm determines to reduce Agreement Payments pursuant to Section 8(a).

  • Matched Positions for CFD trading shall mean Long and Short Positions of the same Transaction Size opened on the Client Account for the same CFD.

  • Permanent Position Any position which has required, or which will require the services of an incumbent without interruption, for an indefinite period.

  • Aggregate Remaining Net Positive Adjustments means, as of the end of any taxable period, the sum of the Remaining Net Positive Adjustments of all the Partners.

  • Shielded position means the location within the radiographic exposure device or storage container which, by manufacturer's design, is the proper location for storage of the sealed source.

  • Qualifying position means one or more jobs with one or more participating public em-

  • Reduced leave schedule means a leave schedule that reduces the usual number of hours per workweek, or hours per workday, of an employee.

  • Regular Position means an individual Nurse’s job defined as a percentage of full-time hours as set out in the appointment letter referred to in Article 15.

  • Net Long Position means: such shares of Common Stock Beneficially Owned, directly or indirectly, that constitute such person’s net long position as defined in Rule 14e-4 under the Exchange Act mutatis mutandis, provided that “Net Long Position” shall not include any shares as to which such person does not have the right to vote or direct the vote; and the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.

  • Remaining Net Positive Adjustments means as of the end of any taxable period, (i) with respect to the Unitholders holding Common Units or Subordinated Units, the excess of (a) the Net Positive Adjustments of the Unitholders holding Common Units or Subordinated Units as of the end of such period over (b) the sum of those Partners’ Share of Additional Book Basis Derivative Items for each prior taxable period, (ii) with respect to the General Partner (as holder of the General Partner Units), the excess of (a) the Net Positive Adjustments of the General Partner as of the end of such period over (b) the sum of the General Partner’s Share of Additional Book Basis Derivative Items with respect to the General Partner Units for each prior taxable period, and (iii) with respect to the holders of Incentive Distribution Rights, the excess of (a) the Net Positive Adjustments of the holders of Incentive Distribution Rights as of the end of such period over (b) the sum of the Share of Additional Book Basis Derivative Items of the holders of the Incentive Distribution Rights for each prior taxable period.

  • Ineligible position means any position which does not

  • Adjusted Total turnover means the turnover in a State or a Union territory, as defined under sub-section (112) of section 2, excluding the value of exempt supplies other than zero-rated supplies, during the relevant period;

  • Eligible position or "full-time job" means a full-time position

  • Long Position means a buy position that appreciates in value if market prices increase. In respect of Currency Pairs: buying the Base Currency against the Quote Currency.

  • Queue Position means the priority assigned to an Interconnection Request, a Completed Application, or an Upgrade Request pursuant to applicable provisions of Tariff, Part VI.

  • Reduced payment means a payment that is for less than the amount agreed upon in a subcontract in accordance with its terms and conditions, for supplies and services for which the Government has paid the prime contractor.

  • Net After-Tax Benefit means the Present Value of a Payment net of all federal state and local income, employment and excise taxes imposed on Executive with respect thereto, determined by applying the highest marginal rate(s) applicable to an individual for Executive’s taxable year in which the Change in Control occurs.

  • Qualified employment position means a permanent full-time

  • Closed Position means the opposite of an Open Position.

  • Call Equivalent Position shall have the meaning set forth in Rule 16a-1(b) under the Exchange Act.

  • Average Monthly Compensation means the quotient determined by dividing the sum of the Employee’s then current Base Salary (as defined in Section 4.1 hereof) and the greater of the most recently paid Incentive Compensation (as defined in Section 4.2 hereof) or the average of Incentive Compensation paid over the three most recent years by twelve.

  • Cash Position means the Company’s level of cash and cash equivalents.

  • Net Positive Adjustments means, with respect to any Partner, the excess, if any, of the total positive adjustments over the total negative adjustments made to the Capital Account of such Partner pursuant to Book-Up Events and Book-Down Events.

  • Total After-Tax Payments means the total of all “parachute payments” (as that term is defined in Section 280G(b)(2) of the Code) made to or for the benefit of the Executive (whether made hereunder or otherwise), after reduction for all applicable federal taxes (including, without limitation, the tax described in Section 4999 of the Code).

  • Safe Harbor Amount means 2.99 times the Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code.