Termination of Executive’s employment during a Change of Control Benefits Period.
Change in Control Benefit means the benefit described in Section 2.4.
Change in Control Benefits means the following benefits:
Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.
Change of Control Period means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.
Change in Control Termination means that while this Agreement is in effect:
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.
Termination Benefits means the benefits described in Section 4.1(b).
Change in Control Severance Benefits means the benefits payable pursuant to Section 3 of this Agreement.
Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;
Severance Amount means:
Change in Control Date means the date on which a Change in Control occurs.
Change of Control Date means the date on which a Change of Control occurs.
Termination Benefit means the benefit set forth in Article 7.
Severance Date means the date on which an Eligible Employee incurs a Severance.
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.
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.
Severance Period means the period of time commencing on the date of an occurrence of a Change of Control and continuing until the earlier of (i) the date which is one and one-half years following the occurrence of the Change of Control, and (ii) the Executive's death.
Severance Benefit means the payment of severance compensation as provided in Article III.
Automatic Early Termination provision of Section 6(a) will not apply to Party A and will not apply to Party B.
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.
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.
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.
Post-Termination Period means the twelve (12) month period beginning on the Termination Date.
Early Termination Date means the date determined in accordance with Section 6(a) or 6(b)(iv).
Effective Termination Date has the meaning set forth in Section 10(b) hereof.