CIC Involuntary Termination definition

CIC Involuntary Termination means an Involuntary Termination during a Change in Control Protection Period.
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CIC Involuntary Termination means, without the named executive officer’s express written consent: (1) a significant reduction of his or her duties, authority or responsibilities, relative to his or her duties, authority or responsibilities at the highest level as in effect during the three- month period immediately prior to the Change in Control Merger; (2) a material reduction in his or her total cash compensation at the highest rate in effect during the three-month period immediately prior to the Change in Control Merger; (3) his or her relocation to a facility or a location more than 30 miles from his or her then-present location, without his or her express written consent; or (4) any purported termination of the named executive officer which is not effected for his or her death, disability or for Cause (as defined in his or her severance agreement) or any purported termination for which the grounds relied upon are not valid.
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CIC Involuntary Termination. “CIC Involuntary Termination” will mean, without Executive's express written consent: (i) a significant reduction of the Executive's duties, authority or responsibilities, relative to the Executive's duties, authority or responsibilities at the highest level as in effect during the three-month period immediately prior to the Change in Control Merger; (ii) a material reduction in the total cash compensation of the Executive at the highest rate in effect during the three-month period immediately prior to the Change in Control Merger; (iii) the relocation of the Executive to a facility or a location more than thirty (30) miles from the Executive's then present location, without the Executive's express written consent; or (iv) any purported termination of the Executive which is not effected for Executive's death, “Disability” or for “Cause” or any purported termination for which the grounds relied upon are not valid.
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Examples of CIC Involuntary Termination in a sentence

  • Evaluate the default roles in Splunk, and determine if one is a good fit for the rights that the group DN should have.

  • In the event that the Employee is subject to a CIC Involuntary Termination, then the Employee shall be fully vested in all of Employee’s outstanding equity awards.

  • In the event Options held by the Executive are assumed by the surviving entity in connection with a Change in Control, if a CIC Involuntary Termination of the Executive’s employment occurs, vesting of any and all assumed Options held by the Executive shall be accelerated so that all such assumed, unexpired Options then held by the Executive shall be fully vested and exercisable immediately upon the CIC Involuntary Termination.

  • In the event of such a termination, the Executive shall not be treated as having incurred a CIC Involuntary Termination or an Involuntary Termination, and thus shall not be entitled to receive the severance benefits described herein.

  • If, on the day immediately before the Participant’s CIC Involuntary Termination, the Participant and any Family Members have Qualifying Health Coverage , a lump sum cash payment in an aggregate amount equal to a specified number of months of the Monthly COBRA Premium Amount, as set forth in the Participant’s Participation Agreement.

  • If the Executive is subject to an Involuntary Termination (that does not qualify as a CIC Involuntary Termination), the Company will consider in good faith a consulting agreement with the Executive (the “Consulting Agreement”).

  • If the Executive is subject to a CIC Involuntary Termination, then the Executive shall become fully vested in all of the then-unvested and outstanding Time-Based and Performance-Based Equity Awards.

  • Any termination by the Company for Cause or by Executive for reasons that constitute Involuntary Termination or CIC Involuntary Termination, as applicable, will be communicated by a notice of termination to the other party hereto given in accordance with Section 8(a) of this Agreement.

  • For purposes of subsections (a)-(f) above, a CIC Involuntary Termination shall not exist unless you shall provide written notice of the existence of the condition to the Company within ninety (90) days of the initial existence of the condition.

  • If the Executive is subject to a CIC Involuntary Termination, pursuant to Section 6(d)(i), 6(d)(ii)(B) or 6(d)(ii)(C) of this Agreement, but not pursuant to Section 6(d)(ii)(A) of this Agreement, then the Executive shall become fully vested in all of the then-unvested Equity Awards.


More Definitions of CIC Involuntary Termination

CIC Involuntary Termination will mean, without Executive's express written consent: (i) a significant reduction of the Executive's duties, authority or responsibilities, relative to the Executive's duties, authority or responsibilities at the highest level as in effect during the three-month period immediately prior to the Change in Control Merger; (ii) a material reduction in the total cash compensation of the Executive at the highest rate in effect during the three-month period immediately prior to the Change in Control Merger; (iii) the relocation of the Executive to a facility or a location more than thirty (30) miles from the Executive's then present location, without the Executive's express written consent; or (iv) any purported termination of the Executive which is not effected for Executive's death, “Disability” or for “Cause” or any purported termination for which the grounds relied upon are not valid.
Sample 1
CIC Involuntary Termination means the termination of the Executive’s employment with the Company at the time of or following a Change in Control before the end of the CIC Period: (i) by the Company without Cause, or (ii) by the Executive for Good Reason. Notwithstanding the foregoing, if the Executive has provided the Company notice that a Good Reason event has occurred and the Company’s cure period in connection therewith has not expired as of the end of the CIC Period, then the Executive will be treated as having incurred a CIC Involuntary Termination if the Company fails to timely cure the Good Reason event and the Executive effectuates a timely termination for Good Reason thereafter.
Sample 1
CIC Involuntary Termination means the termination of the Executive’s employment with the Company at the time of or following a Change in Control before the end of the CIC Period: (i) by the Company without Cause, or (ii) by the Executive for Good Reason.
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CIC Involuntary Termination means an Involuntary Termination that occurs within the Change in Control Period.
Sample 1
CIC Involuntary Termination means the termination of the Executive’s employment with the Company at the time of or following a Change in Control before the end of the CIC Period:
Sample 1

Related to CIC Involuntary Termination

  • 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.

  • 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.

  • 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 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.

  • Voluntary Termination for Good Reason means the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

  • Constructive Termination means:

  • Constructive Termination Without Cause means a termination of the Executive's employment at his initiative as provided in this Section 10(c) following the occurrence, without the Executive's written consent, of one or more of the following events (except as a result of a prior termination):

  • Qualifying Termination of Employment means a Participant’s Termination of Employment (i) by the Company without Cause or (ii) by the Participant with or without Good Reason or by reason of Retirement.

  • 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 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.

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

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • 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.

  • Termination for Cause means termination because of: (1) Executive's personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses), final cease and desist order or material breach of any provision of this Agreement which results in a material loss to the Institution or the Holding Company, or (2) Executive's conviction of a crime or act involving moral turpitude or a final judgement rendered against Executive based upon actions of Executive which involve moral turpitude. For the purposes of this Section, no act, or the failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interests of the Institution or its affiliates. Notwithstanding the foregoing, 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 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, 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. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 8 hereof through the Date of Termination, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Institution, the Holding Company or any subsidiary or affiliate thereof, vest. At the Date of Termination, such stock options and related limited rights and any such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Termination for Cause.

  • 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”).

  • Good Reason means:

  • Due Cause means any of the following events:

  • 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.

  • 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.

  • CIC Qualifying Termination means, in each case, on or within twenty-four (24) months following a Change in Control, (i) a termination of the Executive’s employment by the Company without Cause, (ii) a termination of the Executive’s employment by reason of death or Disability, or (iii) a termination of the Executive’s employment by the Executive for Good Reason.

  • 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.

  • Constructively Terminated means, unless otherwise specified by the Committee in the Award Agreement, a voluntary termination of employment by an Employee within ten (10) business days after any of the following actions by the Company, an Affiliate, or a person acting on behalf of either:

  • Qualified Termination means the Executive’s employment by the Company is terminated, (i) by the Executive for Good Reason or (ii) by the Company for any reason other than for Cause, death, Disability, or retirement at or after age 65.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • 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 Without Cause means a Separation as a result of a termination of the Executive’s employment by the Company without Cause and other than as a result of Disability.