Voluntary Termination Employee definition

Voluntary Termination Employee means each Employee that, prior to the Closing, is offered employment with Parent following the Closing and does not accept such offer of employment with Parent prior to the Closing or otherwise (A) does not continue to be employed by the Company as of immediately prior to Effective Time or (B) has notified the Company or Parent of any intention to leave the employ of the Company or Parent or any applicable subsidiary of Parent following the Closing.
Sample 1

Examples of Voluntary Termination Employee in a sentence

  • In the event of Employee's Involuntary or Voluntary Termination, Employee agrees to provide services to the Company as a consultant for a period of ninety (90) days following the completion of all severance payments (the "Consulting Period"), in exchange for cash compensation at the rate of $100 per hour.

  • If Employee's employment hereunder is terminated by Employer for Cause, or if Employee resigns from his employment hereunder other than for Good Reason (a "Voluntary Termination"), Employee shall be entitled only to payment of his Base Salary earned through and including the date of termination or resignation.

  • If at the time of a Voluntary Termination Employee owes any amounts to Company, such amounts shall be offset against the amounts payable to Employee under the preceding sentence.

  • In the event of a Voluntary Termination, Employee shall not be entitled to payment of any further compensation or benefits under the terms of this agreement, except for salary earned, and bonuses declared, if any, prior to the date thereof.

  • If Employee's employment is terminated by Voluntary Termination, Employee shall receive only his Base Salary or Adjusted Base Salary (as applicable) pro-rated through the date of termination.

  • Following a notice of Voluntary Termination, Employee agrees to fulfill Employee's duties hereunder and shall cooperate fully in completion and turnover of all matters involving Employee until such termination becomes effective, unless otherwise consented to by the Company.

  • In the event of Employee's Involuntary or Voluntary Termination, Employee agrees to provide services to the Company as a consultant for a period of ninety (90) days following the termination of his employment (the "Consulting Period"), in exchange for cash compensation at the rate of $100 per hour.

  • Any termination of Employee's employment by resignation, retirement or any other action of Employee for any reason other than as set forth in Section 4(d) shall be deemed to be a "Voluntary Termination." Employee shall give InforMax thirty (30) days notice of a Voluntary Termination.

  • At the Effective Time, each Unvested Company Option held by a Voluntary Termination Employee that is unexpired, unexercised and outstanding immediately prior to the Effective Time shall not be assumed and will, by virtue of the First Merger and without any further action on the part of Parent, Merger Subs, Company or the holder thereof, be cancelled for no consideration.

  • Upon Termination for Cause or Voluntary Termination, Employee shall be paid all accrued but unpaid base salary to the effective date of termination, but Employee shall not be paid any other compensation or reimbursement of any kind, including, without limitation, severance compensation or bonus, other than as required by law or pursuant to the Company's benefit plans or reimbursement of expenses incurred as of the effective date of termination in accordance with Company policy.

Related to Voluntary Termination Employee

  • Voluntary Termination means termination by the Employee of the Employee's employment with the Company, excluding termination by reason of Employee's death or disability as described in Sections 2.5 and 2.6.

  • Involuntary Termination of Employment means the Termination of Service by the Company or Subsidiary (other than a termination for Cause) or termination of employment by a Participant Employee for Good Reason.

  • 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.

  • 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:

  • 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.

  • 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.

  • Employment Termination Date means, with respect to a Participant, the first day upon which the Participant no longer has an employment or service relationship with the Company or any Related Company.

  • 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.

  • 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.

  • Employment Termination means the effective date of: (i) Executive’s voluntary termination of employment with the Company with Good Reason, or (ii) the termination of Executive’s employment by the Company without Good Cause.

  • Termination for Cause or "Cause" shall mean termination because of the Executive's personal dishonesty, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, conviction of a felony with respect to the Bank or the Company or any material breach of this Agreement. For purposes of this Section, no act, or the failure to act, on the Executive's part shall be "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in the best interest of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

  • 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 Just Cause means termination because of Executive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement.

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

  • Constructive Termination means:

  • Disability Termination means termination by the Company of the Executive’s employment by reason of the Executive’s incapacitation due to disability. The Executive will be deemed to be incapacitated due to disability if at the end of any month the Executive is unable to perform substantially all of the Executive’s duties under this Agreement in the normal and regular manner due to illness, injury or mental or physical incapacity, and has been unable so to perform for either (i) three consecutive full calendar months then ending, or (ii) 90 or more of the normal working days during the 12 consecutive full calendar months then ending. Nothing in this paragraph alters the Company’s obligations under applicable law, which may, in certain circumstances, result in the suspension or alteration of the foregoing time periods.

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

  • Qualifying Termination means a termination of the Executive’s employment either (i) by a Company Group member without Cause (excluding by reason of Executive’s death or Disability) or (ii) by the Executive for Good Reason, in either case, during the Change in Control Period (a “Qualifying CIC Termination”) or outside of the Change in Control Period (a “Qualifying Non-CIC Termination”).

  • 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:

  • Non-Key Employee means any Employee who is not a Key Employee.

  • Disability retirement for plan 1 members, means the period

  • Without Cause Termination or “Terminated Without Cause” means termination of the Executive’s employment by the Company other than due to death, disability, or Termination for Cause.

  • Post-Employment Period is defined in Section 8.2.

  • Disability Retirement Date means the first day of the month following the last day of paid employment;

  • 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.

  • CIC Qualifying Termination means a Separation (A) within twelve (12) months following a Change in Control or (B) within three (3) months preceding a Change in Control (but as to part (B), only if the Separation occurs after a Potential Change in Control) resulting, in either case (A) or (B), from (i) the Company terminating the Executive’s employment for any reason other than Cause or (ii) the Executive resigning his or her employment for Good Reason. A termination or resignation due to the Executive’s death or disability shall not constitute a CIC Qualifying Termination. A “Potential Change in Control” means the date of execution of a legally binding and definitive agreement for a corporate transaction which, if consummated, would constitute the applicable Change in Control (which for the avoidance of doubt, would include, for example, a merger agreement, but not a term sheet for a merger agreement). In the case of a termination following a Potential Change in Control and before a Change in Control, solely for purposes of benefits under this Agreement, the date of Separation will be deemed the date the Change in Control is consummated.