Separation from Service for Good Reason definition

Separation from Service for Good Reason means a situation where (i) Employee experiences (a) a material reduction in Employee's base salary, authority, duties, or responsibilities, (b) a material change in the authority, duties or responsibilities of the supervisor to whom the Employee reports, (c) a material reduction in the budget over which the Employee has authority, (d) a material breach by the Company of this Agreement (any of which shall be the “condition”), (ii) Employee then provides Company notice no more than ninety days after the initial existence of the condition, (iii) Company fails to cure the condition within thirty days after receiving notice from the Employee, and (iv) Employee then voluntarily terminates employment within ten days after the cure period. Company’s payment of Separation Benefits, however, is conditioned upon Employee’s fulfillment of his obligations under the Agreement, including Sections 3.3 and 3.4. If Employee violates Section 3.3 or Section 3.4, Company may cease providing the Separation Benefits. The Employee shall not be entitled to any Annual Performance Bonus, or other compensation, except separation benefits, in the event of a Separation from Service for Good Reason.
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Separation from Service for Good Reason means a situation where (i) Employee experiences (a) a material reduction in Employee’s base salary, authority, duties, or responsibilities, (b) a material change in the authority, duties, or responsibilities of the supervisor to whom the Employee reports, (c) a material reduction in the budget over which Employee has authority, (d) a material change in the geographic location at which Employee must perform services, or (e) a material breach by the Company of this Agreement (any of which shall be the “condition”), (ii) Employee then provides Company notice no more than ninety days after the initial existence of the condition, (iii) Company fails to cure the condition within thirty days after receiving notice from the Employee, and (iv) Employee then voluntarily terminates employment within ten days after the cure period. Company’s payment of the Separation Benefits, however, is conditioned upon Employee’s fulfillment of his obligations under the Agreement, including Sections 3.3 and 3.4. If Employee violates Section 3.3 or Section 3.4, Company may cease providing the Separation Benefits.
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Separation from Service for Good Reason means a Separation from Service by the Participant (regardless of whether the Participant has reached Retirement Age) following the occurrence, without the Participant’s consent, of either of the following events:
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Examples of Separation from Service for Good Reason in a sentence

  • If the Executive voluntarily Separates from Service during the Service Period, excluding a Separation from Service for Good Reason as described in Subsection 3(c), this Agreement shall terminate without further obligations of the Company to the Executive under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits.

  • In the event of Executive's Separation from Service for Good Reason at any time during the Initial Term or any Successive Term, then, subject to the provisions of Section 9 below, Executive shall be entitled to receive the payments or benefits set forth in Section 8(a) as if such Separation from Service was as a result of Executive's termination by the Company without Cause during the Initial Term or thereafter (as applicable).

  • In the event of Executive’s Separation from Service for Good Reason at any time during the Initial Term or any Successive Term, then, subject to the provisions of Section 9 below, Executive shall be entitled to receive the payments or benefits set forth in Section 8(a) as if such Separation from Service was as a result of Executive’s termination by the Company without Cause during the Initial Term or thereafter (as applicable).

  • In any event, Executive’s Separation from Service must occur during the two (2) year period following the initial existence of any of the events described in this Section in order to constitute a Separation from Service for Good Reason.

  • In all other cases, the Participant’s Termination Date shall be the date specified in the Notice of Termination; provided however, that upon a Participant’s Separation from Service for Good Reason, the date specified in the Notice of Termination must comply with the provisions of Section 2.14.

  • Notwithstanding the foregoing, if, within thirty (30) days after the date the Participant gives the Company written notice of a Separation from Service for Good Reason, the Company or its Affiliates, as the case may be, corrects to reasonable satisfaction of the Participant the condition specified in such notice as the basis for the Separation from Service, such notice shall be deemed to have been withdrawn and will be of no effect.

  • Notwithstanding the forgoing, any reduction in the Annual Salary Amount taken by the Company or any of its Affiliates that (i) forms a basis of a Participant’s Separation from Service for Good Reason or (ii) is taken following the provision of a Notice of Termination and would constitute Good Reason shall be disregarded in calculating the payments and benefits to be provided pursuant to this Section 4.3.

  • Notwithstanding the foregoing, the Participant’s voluntary Separation from Service for Good Reason shall not be effective unless (1) the Participant delivers a written notice setting forth the details of the occurrence giving rise to the claim of Separation from Service for Good Reason within a period not to exceed 90 days after its initial existence and (2) the Company fails to cure the same within a 30-day period.

  • Otherwise non-vested SERP Benefits shall vest upon the Participant’s death or Disability while an employee of the Company; or upon his involuntary Separation from Service without Cause, which includes an involuntary Separation from Service due to a Change in Control; or upon his Separation from Service for Good Reason; provided, however, the vesting provisions set forth in a Letter of Grant if different shall control.

  • A Separation from Service for Good Reason will be treated as an Involuntary Separation from Service for purposes of this Plan.

Related to Separation from Service for Good Reason

  • Separation from Service means a “separation from service” (within the meaning of Section 409A).

  • Termination of Employment means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company.

  • Severance from Service Date means the earlier of:

  • Involuntary Termination of Employment means any termination of Executive's employment by the Company and its subsidiaries, other than a termination for Cause or due to death or Disability.

  • 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:

  • 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:

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

  • 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).

  • Separates from Service or “Separation from Service” means the Participant’s termination of service as a non‑employee director and as an employee of UGI for any reason other than death and shall be determined in accordance with section 409A of the Code.

  • Specified Employee means a key employee (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of the Company if any stock of the Company is publicly traded on an established securities market or otherwise.

  • 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”).

  • Qualified employment position means a permanent full-time

  • Disability or Disabled means that during the Elimination Period and your Own Occupation Period you are, as a result of Physical Disease, Injury, Mental Disorder, Substance Abuse or Pregnancy, unable to perform one or more of the Material Duties of your Own Occupation, and, due to such inability, your Work Earnings are less than 80% of your Indexed Predisability Earnings, and you are incapable of earning 80% or more of your Indexed Predisability Earnings. Your Work Earnings may be Deductible Income. See the “LTD Benefit Calculation” and “Deductible Income” sections.

  • Nonqualifying Termination means a termination of the Executive’s employment (1) by the Company for Cause, (2) by the Executive for any reason other than a Good Reason, (3) as a result of the Executive’s death or (4) by the Company due to the Executive’s absence from his duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Executive’s incapacity due to physical or mental illness.

  • Severance from Employment means severance from employment with the Employer and any Related Entity. However, a Severance from Employment also occurs on any date on which an Employee ceases to be an employee of a public school, even though the Employee may continue to be employed by a Related Employer that is another unit of the State or local government that is not a public school or in a capacity that is not employment with a public school (e.g., ceasing to be an employee performing services for a public school but continuing to work for the same State or local government employer).

  • Total Disability means a “permanent and total disability” within the meaning of Section 22(e)(3) of the Code and such other disabilities, infirmities, afflictions or conditions as the Committee by rule may include.

  • Recurrent Disability means a Disability caused by an Injury or Sickness that is the same as, or related to, the cause of a prior Disability for which Monthly Benefits were payable. A Recurrent Disability will be treated as follows.

  • Permanent Disability means the Employee’s inability to perform the essential functions of the Employee’s position, with or without reasonable accommodation, for a period of at least 120 consecutive days because of a physical or mental impairment.

  • Disability/Disabled means because of Injury or Sickness you are unable to perform the material duties of your Regular Occupation, or are receiving disability benefits under the Employer's plan, during the initial 9 months of Disability. Thereafter, you must be unable to perform all of the material duties of any occupation which you may reasonably become qualified based on education, training or experience, or are subject to the terms of a Rehabilitation Plan approved by the Insurance Company.

  • Termination of Service means:

  • For Good Reason as defined in Section 6.4.

  • Child with a disability means a child who, by reason of any of the following, needs special education and related services:

  • 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 Without Cause means Executive’s dismissal or discharge 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.

  • Disabled or Disability means Disabled or Disability within the meaning of Section 409A of the Code and the regulations thereunder. Generally, this means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of the Employer.

  • 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.