Compensable Termination definition

Compensable Termination shall have the meaning set forth in Section 6.1.

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Compensable Termination means either (i) the termination of Executive's employment by the Company within three months before or within three years after a Change of Control for any reason other than for Good Cause, or (ii) the termination of Executive's employment by Executive within three years after a Change of Control for Good Reason. 1.7 "Compensation" has the meaning set forth in Section 2.4. 1.8 "Good Cause" means: (a) fraud, embezzlement or misappropriation by Executive involving the business or assets of the Company, (b) the persistent and willful failure by Executive substantially to perform his duties and responsibilities to the Company, which failure continues after Executive receives written notice of such failure, or (c) Executive's conviction of a felony or crime involving moral turpitude. 1.9 "Good Reason" means any of the following actions or events that occur after a Change of Control and without Executive's express written consent: (a) any reduction in Executive's base salary; (b) any reduction in Executive's opportunity to earn incentive compensation, unless comparable reductions in incentive opportunities are shared generally by other executives of the Company;

Compensable Termination means either (i) the termination of Executive's employment by the Company within three months before or within three years after a Change of Control for any reason other than for Good Cause, or (ii) the termination of Executive's employment by Executive within three years after a Change of Control for Good Reason. 1.7 "Compensation" has the meaning set forth in Section 2.4. 1.8 "Good Cause" means: (i) fraud, embezzlement or misappropriation by Executive involving the business or assets of the Company, (ii) the persistent and willful failure by Executive substantially to perform his duties and responsibilities to the Company, which failure continues after Executive receives written notice of such failure, or (iii) Executive's conviction of a felony or crime involving moral turpitude. 1.9 "Good Reason" means any of the following actions or events that occur after a Change of Control and without Executive's express written consent: (i) any reduction in Executive's base salary; (ii) any reduction in Executive's opportunity to earn incentive compensation, unless comparable reductions in incentive opportunities are shared generally by other executives of the Company; (iii) any material reduction in Executive's welfare benefits or perquisites as in effect at the time of the Change of Control; (iv) any material reduction in Executive's duties, responsibilities or authority, any adverse change in Executive's job title, or any other action that constitutes a demotion of Executive; or (v) the Company changes the location of Executive's principal office to a location that is more than 50 miles distant from Executive's principal office at the time of the Change of Control. 1.10 "Incumbent Director" means any person who serves on the Board of Directors of Trigon Healthcare as of the date of this Agreement and any person who is added to the Board thereafter with the approval of a majority of the persons who are then Incumbent Directors. 1.11 "Person" means a natural person and any corporation, partnership, trust, limited liability company or other legal entity. 1.12 "Retirement Plan" means the Company's Non-Contributory Retirement Plan for Certain Employees of Blue Cross and Blue Shield of Virginia or any successor plan. 1.13 "Salary Continuation Benefit" has the meaning set forth in Section 2.2. 1.14 "SERP" means the Company's Supplemental Retirement Program for Certain Employees of Blue Cross and Blue Shield of Virginia or any successor program. 1.15 "Stock" means the ...

Examples of Compensable Termination in a sentence

• Notwithstanding the foregoing, the Executive shall not be eligible to receive any payment or benefit provided for in this Section 6.1 unless the Executive shall have executed a release substantially in the form of Exhibit A hereto effective as of the date of the Compensable Termination or a date subsequent thereto and shall not have revoked said release.

• If a Compensable Termination occurs, then the Prior Agreement shall be terminated and canceled effective as of the date on which Executive's employment terminates, and neither party to the Prior Agreement shall have any obligation thereunder to the other.

• If Executive's employment terminates under circumstances that do not constitute a Compensable Termination, then the Prior Agreement shall remain in full force and effect.

• If the Board or a committee of the Board made no bonus determinations with respect to the Employee before the Compensable Termination or, if applicable, before the Merger the amount of such bonus shall be determined on a basis consistent with the Board’s or Board committee’s bonus determinations with respect to other Executive Vice Presidents before the Merger.

• Notwithstanding the foregoing, the Executive shall not be eligible to receive any payment or benefit provided for in this Section 6.1 unless the Executive shall have executed (i) a release substantially in the form of Exhibit A hereto, and a covenant not to compete substantially in the form of Exhibit B hereto, effective as of the date of the Compensable Termination or a date subsequent thereto and shall not have revoked said release.

• He shall not be entitled to payments for vacation periods he would have earned had his employment continued after the date on which the Compensable Termination occurred.

• If the Executive dies after a Compensable Termination, all amounts payable hereunder to the Executive and unpaid at the time of his death shall be paid to his surviving spouse or if no spouse survives him, to his estate.

• If the Board or a committee of the Board made no bonus determinations with respect to the Employee before the Compensable Termination or, if applicable, before the Merger the amount of such bonus shall be determined on a basis consistent with the Board’s or Board committee’s bonus determinations with respect to other senior officers of the Company before the Merger.

• If the Board or a committee of the Board made no bonus determinations with respect to the Employee before the Compensable Termination or, if applicable, before the Merger the amount of such bonus shall be determined on a basis consistent with the Board’s or Board committee’s bonus determinations with respect to other Senior Vice Presidents before the Merger.

• If Executive's employment terminates under circumstances that do not constitute a Compensable Termination within the meaning of the Executive Continuity Agreement, then this Agreement shall remain in full force and effect.

More Definitions of Compensable Termination

Compensable Termination means either (i) the termination of Executive's employment by the Company within three months before or within three years after a Change of Control for any reason other than for Good Cause, or (ii) the termination of Executive's employment by Executive within three years after a Change of Control for Good Reason.