FORCED RESIGNATION definition

FORCED RESIGNATION means a resignation at the Executive's initiative following a Change in Control and the occurrence of any of the following triggering events, provided such resignation occurs within twelve (12) months after a triggering event or, if earlier, within thirty-six (36) months after a Change in Control:
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FORCED RESIGNATION to read as follows:
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FORCED RESIGNATION means a resignation by the Executive following a Change in Control and the occurrence of any of the following:
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More Definitions of FORCED RESIGNATION

FORCED RESIGNATION means a resignation from the duties of executive corporate officer that occurs within the twelve months following (i) the date of approval by the General Shareholders’ Meeting of a merger or a demerger affecting Compagnie de Saint-Gobain, or (ii) the effective date on which a third party or group of investors acting in concert acquires control of Compagnie de Saint-Gobain (in accordance with Article L.233-3 of the French Commercial Code), or (iii) the announcement by the Company’s management bodies of a significant shift in the Group’s strategy leading to a major change in its business.
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FORCED RESIGNATION means, following a "Change of Control", as defined in Section 11(e) of the Agreement, there shall be (x) a material change in Xx. Xxxxxx'x full authority to manage the business of the Company or (y) a material increase in the indebtedness of the Company related to the Change in Control, in either case, as shall be reasonably determined by Xx. Xxxxxx, as specified in his letter of resignation to the Company. Section 10 of the Agreement shall be amended to provide that Employees "Temporary Living Expenses" shall continue until the earlier of (i) May 31, 2004 or (ii) the date of termination of Employee's employment by the Company. Nothing contained in Section 12 of the Agreement shall be construed as limiting the ability of Employee to receive a bonus out of a bonus pool established by the Company based upon the net proceeds to the Company's stockholders from the sale of the entire company. Except as amended or modified hereby the Agreement shall remain in full force and effect.
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FORCED RESIGNATION has the meaning set forth in Xxxxxxx Xxxxxxx'x employment agreement with TCC.
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FORCED RESIGNATION means (x) resignation following a material reduction in the Executive's responsibilities from that stated herein (without the Executive's consent) such that no reasonable person could be expected to continue his employment, or (y) relocation of the Executive (without his consent) to a place of business more than fifty (50) miles from the Company's current headquarters; provided, that any resignation during the first eighteen (18) months of this Agreement shall not be a Forced Resignation.
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FORCED RESIGNATION means (i) resignation by you in circumstances where continuing in your employment or performing your duties (subject at all times to the Company's ability to vary your duties in accordance with clause 1.2) would amount to contempt of court or breach the Order of a court of competent jurisdiction or (ii) a breach by the Company of clauses 1.2 and/or 1.3 above or (iii) any permanent change of your office location outside the limits detailed in clause 4.3 above during the first three years of your employment without your written consent; and
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FORCED RESIGNATION means Employee's resignation as a result of (i) a material change in Employee's full authority to manage the business of the Company or (ii) a material increase in the indebtedness of the Company over Employee's objection or as a result of a Change of Control (as defined in Section 11(e)), in either case as shall be reasonably determined by Employee and specified in his letter of resignation to Employer."
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Related to FORCED RESIGNATION

  • Resignation for Good Reason means a Separation as a result of your resignation within 12 months after one of the following conditions has come into existence without your consent:

  • Voluntary Resignation means any Termination by Employee for any reason other than a Constructive Termination.

  • 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.

  • Resignation Effective Date has the meaning specified in Section 9.06(a).

  • 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.

  • 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.

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

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

  • Automatic Termination shall have the meaning set forth in Section 2.3.2.

  • Notice of Termination for Good Reason shall have the meaning set forth in Section 1(t).

  • Termination Notice means the communication issued in accordance with this Agreement by one Party to the other Party terminating this Agreement;

  • 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):

  • Termination Other Than For Cause means termination by the Company of Employee's employment by the Company for reasons other than those which constitute Termination for Cause.

  • 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.

  • Resignation Letter means a letter substantially in the form set out in Schedule 8 (Form of Resignation Letter).

  • Delivery Period Termination Date Has the meaning specified in the Related Pass Through Trust Supplement.

  • Good Reason means:

  • Constructive Termination means:

  • Certificate of Termination Demand means a certificate substantially in the form of Annex C to any Multi-Series Letter of Credit.

  • 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.

  • 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.

  • Resignation means a voluntary notice by the employee that they are terminating their service on the date specified;

  • Termination Period means the period of time beginning with a Change in Control and ending on the earlier to occur of (1) two years following such Change in Control or (2) the Executive’s death.

  • Stated Termination Date means, with respect to the Revolving Credit Facility, March 4, 2027 and, with respect to any Extended Revolving Credit Facility, the maturity date set forth in the Extension Agreement related thereto.

  • Automatic Early Termination provision of Section 6(a) will not apply to Party A and will not apply to Party B.