Qualifying Termination of Employment. A “Qualifying Termination of Employment” shall mean a termination of Executive’s employment during the Protected Period either (a) by the Company other than for Cause or (b) by Executive for a Good Reason. The Executive’s death or Disability during the Protected Period shall not constitute a Qualifying Termination of Employment.
Qualifying Termination of Employment. Upon a Participant's Qualifying Termination of Employment, the Participant will remain eligible for any unpaid Performance Award attributable to Average Annual Operating Income Margin and Customer Service Performance, which award will vest and become payable under Section 4(b)(v) of the 2013 LTIP in the same manner and to the same extent as if the Participant's employment had continued.
Qualifying Termination of Employment. If the Participant’s employment terminates by reason of a Qualifying Termination of Employment on or after December 31, 2005, the Participant shall be entitled to receive the same Payment Values (without pro-ration) in respect of the Performance Shares covered by the Award as would have been payable, and at the same time and subject to the same conditions, had his or her employment continued until the end of the Performance Cycle.
Qualifying Termination of Employment. If Executive incurs a Qualifying Termination of Employment, Executive shall be entitled to the benefits provided in Section 3 hereof. If Executive’s employment terminates for any reason other than for a Qualifying Termination of Employment, then Executive shall not be entitled to any benefits under this Agreement.
Qualifying Termination of Employment. Employee and Company acknowledge and agree that the Employee’s employment with the Company was terminated [by the Company without Cause] [by Employee for Good Reason] (a “Qualifying Termination”) as of the close of business on [DATE] (the “Termination Date”), without regard to whether Employee signs this Release or agrees to the following terms and conditions, and that such termination was treated as a Qualifying Termination by the Company. [Additionally, a Change in Control (as defined in the Employment Agreement) occurred on [DATE].] As of the Termination Date, it is mutually agreed that Employee is no longer [an employee] [or director] of the Company and no longer holds any positions or offices with the Company [except for his membership on the Company’s Board].
Qualifying Termination of Employment. In the event that, during the Employment Period, (i) the Company terminates Executive’s employment without Cause, but not for reasons of Disability or death, (ii) Executive resigns for Good Reason, or (iii) Executive’s employment terminates due to a non-renewal of the Employment Period by the Company (provided that Executive is willing and able to at such time to continue in employment with the Company in terms and conditions substantially similar to those set forth herein) (any of (i), (ii) or (iii), a “Qualifying Termination”), then upon Executive’s Separation from Service (as defined below) (such date, the “Separation Date”), Executive shall receive as severance the following payments and benefits:
(a) The Company shall pay to Executive a lump-sum amount equal to three times Executive’s average total annual cash compensation, including Base Salary and annual bonuses (if any), over the three years immediately preceding the Separation Date, payable within 60 days following the Separation Date; provided, however, that if any period during which Executive is entitled to consider and revoke the Release spans two calendar years, such amount shall be paid to Executive in the second (2nd) such calendar year.
(b) Executive shall continue to receive all employment benefits as defined in Sections 2.4 and 2.5 above (excluding 2.5(e)), or their cash equivalent where benefit plan participation by Executive is not available or where providing such benefits would violate applicable law and/or impose penalties on the Company, for 18 months following the Separation Date.
(c) The vesting of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted to Executive by the Company, shall be accelerated effective as of the date on which the Release becomes effective and irrevocable (and, notwithstanding anything to the contrary in the applicable Company equity plan or award agreement, shall remain outstanding and eligible to vest in accordance with this Section 5.2(c) following the Separation Date upon the effectiveness of the Release and shall be forfeited on the 60th day following the Separation Date if such awards do not become vested on or prior to such date). Notwithstanding the forgoing, the Company’s obligation to make any payment or provide any benefit under this Section 5.2 is conditioned upon the execution and delivery by Executive of a general release of claims i...
Qualifying Termination of Employment. Upon the occurrence of any one or more of the following events the Company shall pay Severance Benefits to the Executive under this Agreement:
(a) Termination of the Executive's employment by the Company for reasons other than Cause.
(b) Termination by the Executive for Good Reason pursuant to a Notice of Termination delivered to the Company by the Executive.
Qualifying Termination of Employment. Upon a Participant’s Qualifying Termination of Employment (as such term is hereinafter defined), with respect to any portion of the Restricted Stock subject to the Restrictions, the Restrictions shall lapse and be of no further force or effect as of the dates set forth in Section 4(a)(iv) of the 2016 LTIP in the same manner and to the same extent as if the Participant’s employment had continued.
Qualifying Termination of Employment. If the Participant’s employment terminates by reason of a Qualifying Termination of Employment during the Restriction Period (i.e., before the Vesting Date), the Restriction Period shall lapse as to (and there shall become vested and non-forfeitable) that number of Restricted Stock Units equal to the product of (i) the number of Restricted Stock Units covered by the Award and (ii) a fraction, the numerator of which is the number of full calendar months during the Restriction Period that the Participant was employed and the denominator of which is 36. The remainder of the Restricted Stock Units covered by the Award shall be forfeited and cancelled without further action by the Corporation or the Participant as of the date of such termination of employment.
Qualifying Termination of Employment. If the Executive incurs a Qualifying Termination of Employment during the Term, the Executive shall be entitled to the benefits provided in Section 3 hereof, subject to the terms and conditions of this Agreement; provided, that if the Executive’s termination of employment constitutes a “Qualifying Termination of Employment” for purposes of the Change of Control Agreement (as defined below), then the terms and conditions of the Change of Control Agreement shall control and the Executive’s termination shall not constitute a Qualifying Termination of Employment for purposes of this Agreement. If the Executive’s employment terminates for any reason other than for a Qualifying Termination of Employment during the Term, then the Executive shall not be entitled to any benefits under this Agreement. For purposes of this Agreement:
