Qualifying Termination Before a Change in Control Sample Clauses
The "Qualifying Termination Before a Change in Control" clause defines the circumstances under which an employee's termination, occurring prior to a change in control event, is considered eligible for certain contractual benefits or protections. Typically, this clause outlines specific types of terminations—such as involuntary termination without cause or resignation for good reason—that must occur within a set period before a change in control for the employee to qualify. By clearly specifying which terminations are covered and the timing required, the clause ensures that employees are protected from losing negotiated benefits due to strategic timing of their dismissal, thereby allocating risk and providing clarity for both parties.
Qualifying Termination Before a Change in Control. If the Participant’s Date of Termination occurs due to a Qualifying Termination prior to the last day of the Restricted Period and prior to the date of a Change in Control, then, only for purposes of this Section 5 (and not for purposes of determining the Pro-Rata Fraction), the Participant shall be treated as if his Date of Termination had not occurred prior to the last day of the Restricted Period, subject to the Participant not engaging in any Competitive Activity prior to the last day of the Restricted Period and subject to the Participant signing and not revoking a general release and waiver of all claims against the Company as required by Section 7.1 of the Severance Plan. If such release is not effective within the sixty-day period required by Section 7.1 of the Severance Plan or in the event that the Participant engages in a Competitive Activity prior to the last day of the Restricted Period, the Participant shall immediately forfeit all of the Covered Units.
Qualifying Termination Before a Change in Control. If the Participant’s Date of Termination occurs due to a Qualifying Termination prior to the last day of the Restricted Period and prior to the date of a Change in Control, then the Participant shall be treated as if his Date of Termination had not occurred prior to the last day of the Restricted Period, subject to the Participant not engaging in any Competitive Activity prior to the last day of the Restricted Period and subject to the Participant signing and not revoking a general release and waiver of all claims against the Company as required by Section 7.1 of the Severance Plan. If such release is not effective within the sixty-day period required by Section 7.1 of the Severance Plan or in the event that the Participant engages in a Competitive Activity prior to the last day of the Restricted Period, the Participant shall immediately forfeit all of the Covered Units.
Qualifying Termination Before a Change in Control. If the Participant’s Date of Termination occurs due to a Qualifying Termination prior to the last day of the Restricted Period and prior to the date of a Change in Control, then the Participant shall be treated as if the Participant’s Date of Termination had not occurred prior to the last day of the Restricted Period, subject to the Participant not engaging in any Detrimental Activity prior to the last day of the Restricted Period and subject to the Participant signing and not revoking a general release and waiver of all claims against the Company (in a form satisfactory to the Company). If such release is not effective within sixty days following the Participant’s Date of Termination, or in the event that the Participant engages in a Detrimental Activity prior to the last day of the Restricted Period, the Participant shall immediately forfeit all of the Covered Units.
Qualifying Termination Before a Change in Control. In the event that your employment is terminated by the Company without Cause (as defined below) (and other than due to your death or Disability (as defined in the Plan)) or you resign your employment with the Company for Good Reason (as defined below) (such a termination, a “Qualifying Termination”), then you will receive the following severance benefits (the “Severance Benefits”):