Definition of Involuntary Termination. For purposes hereof, “Involuntary Termination” shall mean Executive’s termination (A) by the Company without Cause, (B) by Executive for Good Reason, (C) due to death or (D) due to permanent and total disability within the meaning of Section 22(e) of the Code (a “Disability”).
Definition of Involuntary Termination. For purposes of this Agreement, Employee shall be considered to have been terminated under circumstances that constitute Involuntary Termination if he is terminated by the Company or its successor without Cause (other than on account of death or disability).
Definition of Involuntary Termination. For all purposes under this Agreement, “Involuntary Termination” shall mean termination of employment under Section 4(a)(ii) or Section 4(a)(iv).
Definition of Involuntary Termination. Notwithstanding the definition of “Involuntary Termination” in the Management Retention Agreement:
Definition of Involuntary Termination. For all purposes under this Agreement, “Involuntary Termination” shall mean that one of the following events occurs:
Definition of Involuntary Termination. Involuntary Termination" shall mean: (i) termination by the Company of Executive's employment with the Company other than for Just Cause (as defined below); (ii) a five percent (5%) or greater reduction in Executive's Base Compensation; (iii) a significant reduction by the Company in the kind or level of employee benefits in the aggregate (other than salary and bonus) to which Executive is entitled immediately prior to such reduction with the result that Executive's overall benefits package (other than salary and bonus) is reduced; (iv) any material breach by the Company of any material provision of this Agreement which continues uncured for thirty (30) days following notice thereof; (v) a material reduction in Executive's responsibilities, authority or duties with the Company; (vi) the relocation of Executive's base of employment more than twenty-five (25) miles from Executive's present place of employment; provided, that none of the foregoing shall constitute Involuntary Termination to the extent Executive has agreed thereto.
Definition of Involuntary Termination. For all purposes under this Agreement, “Involuntary Termination” means termination of the Executive’s service to the Company under the following circumstances: (i) termination without Cause by the Company; or (ii) voluntary termination by the Executive within 60 days following (A) a material reduction in the Executive’s job responsibilities, provided that neither a mere change in title alone nor reassignment following a Change of Control to a position that is substantially similar to the position held prior to the Change of Control shall constitute a material reduction in job responsibilities; (B) relocation by the Company of the Executive’s work site to a facility or location more than 50 miles from the Executive’s principal work site for the Company at the time of the Change of Control; or (C) a reduction in the Executive’s then-current base salary by at least 10%, provided that an across-the-board reduction in the salary level of all other employees in positions similar to the Executive’s by the same percentage amount as part of a general salary level reduction shall not constitute such a salary reduction. Prior to a voluntary termination as defined in this Subsection, the Executive must provide the Company with written notice within fifteen (15) days of the initial existence of (A), (B) or (C) above and the Company will have 30 days after its receipt of such written notice to cure (A), (B) or (C).
Definition of Involuntary Termination. For purposes of this Agreement, ------------------------------------- "Involuntary Termination" shall include (a) any termination by the Company other ----------------------- than for Cause, (b) any reduction in Employee's base salary except as part of a general salary reduction applicable to all of the Company's executive officers, and (c) any Voluntary Termination by Employee following a material reduction or change in job duties, responsibilities and requirements inconsistent with Employee's position with the Company and Employee's prior duties, responsibilities, and requirements or a change in Employee's reporting relationship such that Employee is no longer reporting to the Company's Board of Directors, provided that, in the case of subsection (c), Employee provides written notice to the Company within thirty (30) days of the effective date of such reduction or change.
Definition of Involuntary Termination. For purposes of this Agreement, "Involuntary Termination" shall include (a) any termination by the Company other than for Cause, (b) any reduction in Employee's base salary, (c) any voluntary termination by Employee following a material reduction or change in job duties, responsibilities or requirements inconsistent with Employee's position with the Company and Employee's prior duties, responsibilities, and requirements or a change in Employee's reporting relationship such that Employee is no longer reporting to the Company's Chairman of the Board of Directors, provided that, in the case of subsection (c), Employee provides written notice to the Company within thirty (30) days of the effective date of such reduction or change (d) any material breach by the company of any obligation of the Company under this Agreement and (e) a Change in Ownership of the Company (as hereinafter defined) shall have occurred. For purposes hereof, a "Change of Ownership of the Company" shall be deemed to occur if (i) any person or group of persons who, as of the date hereof, do not have beneficial ownership, either individually or in the aggregate, of more than five percent (5%) of the currently outstanding shares of common stock of the Company acquires beneficial ownership of more than fifty percent (50%) of the outstanding shares of common stock of the Company, or (ii) the Company is a party to a merger, consolidation or reorganization (a "Reorganization Transaction") with any other person and, as a result of the consummation thereof, persons who were beneficial owners of the Company's common stock immediately prior to such Reorganization Transaction no longer own, beneficially, any voting securities, or own, beneficially, voting securities with less than fifty percent (50%) of the voting power, of the Company or of any other corporation or other entity which, as a result of such Reorganization Transaction, has become owner of more than fifty (50%) of the voting securities of the Company, or (iii) the Company sells all or substantially all of its assets to another person (a "Sale of Assets Transaction") and as part of or pursuant to such Sale of Assets Transaction such person (the "Buyer") assumes this Agreement, provided that such a Sale of Assets Transaction shall not be deemed a Change of Ownership if any person or group of persons who, as of the date of this Agreement, own beneficially more than five percent (5%) of the Company's outstanding common stock own beneficially...
Definition of Involuntary Termination. The following sentence shall be added to Section 7(b)(v) immediately following the last sentence of Section 7(b)(v): “Notwithstanding the foregoing, any employment termination will not constitute an Involuntary Termination unless such employment termination occurs within twelve (12) months following the initial existence of the Involuntary Termination condition.”
