Termination Due to Change in Control definition

Termination Due to Change in Control means a termination of a Participant’s employment by the Company within two (2) years following a Change in Control that is involuntary or that is as a result of his or her written rejection of an offer of continued employment with the Company or an affiliate if such employment is not a Comparable Position.
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Termination Due to Change in Control with respect to a Grantee means either (i) a termination of such Grantee’s employment by, or provision of service to, the Company within two (2) years following a Change in Control; or (ii) a Termination Due to a Change in Control with respect to such Grantee as defined under either the Company’s Executive Change in Control Severance Benefit Plan, as amended, or the Company’s Change in Control Severance Benefit Plan, as amended, as the case may be.
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Termination Due to Change in Control means a Termination for Good Reason or a Termination Without Cause that occurs during the 30-day period preceding or the two-year period commencing upon the occurrence of a Change in Control.
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Examples of Termination Due to Change in Control in a sentence

  • Upon the Termination Due to Change in Control of any International Executive, the Corporation shall and such International Executive shall be entitled to deliver a notice to the U.S. Trustee stating that such Termination Due to Change in Control has occurred.

  • Notwithstanding anything herein to the contrary, a Terminated Employee shall not be considered to have incurred a Termination Due to Change in Control for the purposes of this Plan, if his or her employment is discontinued due to (i) a Voluntary Resignation; (ii) a rejection of an offer of a Comparable Position that is not a Decline to Relocate; or (iii) discharge for Misconduct.

  • Notwithstanding the foregoing, "Termination Due to Change in Control" shall not include any termination of the employment of the Specified Executive: (1) by Nortel Networks for Cause; or (2) pursuant to an agreement to resign or retire entered into by Nortel Networks and the Specified Executive prior to the CIC Date.

  • In no event shall any amendment or termination of this Plan that is adopted or becomes effective after a Participant experiences a Termination Due to Change in Control adversely affect the benefits and rights to which such Participant is or may become entitled hereunder.

  • Except as otherwise provided in this Plan, each Executive who experiences a Termination Due to Change in Control shall be eligible for Benefits under this Plan in accordance with the provisions set forth herein.

  • The Company shall provide each Participant with outplacement services for a period of twelve (12) months following a Termination Due to Change in Control.

  • Upon a Grantee’s Termination Due to Change in Control, Grants made after July 8, 2009 shall automatically accelerate and become fully exercisable (or restrictions and conditions shall lapse) in accordance with subsection 11(a) above.

  • Exclusive Remedy - The Entitlements shall constitute each Specified Executive's sole and exclusive remedy for any claim arising out of such Specified Executive's Termination Due to Change in Control.

  • Subject to Sections 2.01(b), 2.02, and 2.03, any Terminated Employee (other than an employee who is employed in Puerto Rico) who has experienced a Termination Due to Change in Control shall become a Participant and shall be eligible for Benefits in accordance with the provisions of this Plan.

  • Other Deferred Compensation and Pension Arrangements - If a Specified Executive participates in any deferred compensation, pension or supplementary retirement plans offered by Nortel Networks, then upon such Specified Executive's Termination Due to Change in Control, and except as otherwise specifically provided in this Plan, such Specified Executive shall be entitled to payments under such plans in accordance with the terms of each such plan.


More Definitions of Termination Due to Change in Control

Termination Due to Change in Control means a termination of an Executive’s employment by the Company (or the Executive’s Voluntary Resignation for Good Reason) within two (2) years following a Change in Control. “Termination Due to Change of Control” shall also include the termination of the Executive by the Company prior to a Change of Control at the direction of, or in concert with, a person or entity that becomes in a position to control at least fifty percent (50%) of the voting power of the Company immediately following the Change of Control.
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Termination Due to Change in Control means the termination of a Participant’s Employment by the Company without Cause or by the Participant for Good Reason, in either case within two (2) years following a Change in Control, unless such term is defined in the most recent Agreement applicable to a Participant, in which case the definition in such Agreement shall prevail.
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Related to Termination Due to Change in Control

  • Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control:

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Change in Control means the occurrence of any of the following events:

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • Change in Control Date means the date on which a Change in Control occurs.

  • 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”).

  • Termination due to Disability means a termination of the Executive’s employment by the Company because the Executive has been incapable, after reasonable accommodation, of substantially fulfilling the positions, duties, responsibilities and obligations set forth in this Agreement because of physical, mental or emotional incapacity resulting from injury, sickness or disease for a period of (A) six (6) consecutive months or (B) an aggregate of nine (9) months (whether or not consecutive) in any twelve (12) month period. Any question as to the existence, extent or potentiality of the Executive’s disability shall be determined by a qualified physician selected by the Company with the consent of the Executive, which consent shall not be unreasonably withheld. The Executive or the Executive’s legal representatives or any adult member of the Executive’s immediate family shall have the right to present to such physician such information and arguments as to the Executive’s disability as he, she or they deem appropriate, including the opinion of the Executive’s personal physician.

  • 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).

  • Change in Control Termination means that while this Agreement is in effect:

  • Change in Control Transaction means the occurrence of any of the following events:

  • Terminating Event means any of the following events:

  • Change of Control means the occurrence of any of the following:

  • Company Termination Event means any of the following:

  • 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.

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

  • 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 Period means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months following a Change in Control.

  • Potential Termination Event means an event which, with the giving of notice and/or the lapse of time, would constitute a Termination Event.

  • Anticipatory Termination means a termination of employment where PNC terminates your employment with PNC (other than for Misconduct or Disability) prior to the date on which a Change of Control occurs, and you reasonably demonstrated that such termination of employment (i) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control.

  • ERISA Termination Event means (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of a Borrower or any of its ERISA Affiliates from a “single employer” Plan during a plan year in which it was a “substantial employer”, both of such terms as defined in Section 4001(a) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or (vi) the partial or complete withdrawal of a Borrower or any ERISA Affiliate of such Borrower from a “multiemployer plan” as defined in Section 4001(a) of ERISA.

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

  • 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 disability will not be deemed to be an Involuntary Termination Without Cause.

  • 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:

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).

  • Termination Without Cause means the termination of the Employee’s employment by the Employer for any reason other than (i) Termination With Cause, or (ii) a termination by the Employer due to the Employee’s death or disability.