Involuntary Employment Action definition

Involuntary Employment Action as to a Participant means the involuntary termination of a Participant’s employment with the Company following a Covered Transaction, other than For Cause, upon the occurrence of any of the following circumstances: (i) any adverse and/or material alteration and diminution in the Participant’s authority, duties or responsibilities (other than a mere change in title or reporting relationship) as they existed immediately prior to the Covered Transaction or as the same may be increased from time to time thereafter, (ii) a reduction of the Participant’s base salary or a reduction in targeted bonus opportunity, in each case as in effect on the date prior to the Covered Transaction or as the same may be increased from time to time thereafter or (iii) relocation of the offices at which the Participant is employed which increases his or her daily commute by more than 100 miles on a round trip basis; provided, however, that in any case the Participant notifies the Chief Legal Officer or the Head of Human Resources of the Company in writing of the basis for his or her involuntary termination within one (1) year of the occurrence of the circumstances and the Company does not cure such circumstance within thirty

Involuntary Employment Action means any change in the terms and conditions of the Holder's employment with the Company or any successor, without cause (as defined herein), to such extent that:

Involuntary Employment Action means any change in the terms and conditions of the Officer's employment with the Company or any successor, without Cause, to such extent that:

Examples of Involuntary Employment Action in a sentence

• Notwithstanding the foregoing, a resignation by the Executive shall not be considered an Involuntary Employment Action unless the Executive notifies the Chief Legal Officer or the Head of Human Resources of the Company in writing of the basis for his resignation within 90 days after he becomes aware of the existence of the facts or circumstances constituting an Involuntary Employment Action.

• Notwithstanding anything to the contrary in the LTI Program or any applicable award agreement, the definitions of Cause, Disability, Involuntary Employment Action and, for purposes of awards granted under the LTI Program, Retirement as provided in this Agreement shall control for all purposes.

• The notice also shall specify the date the Executive’s termination of employment is to become effective, which date shall be at least 30 days and not more than 90 days after the date the notice is given; provided, however, that after receiving such notice, the Company shall be permitted to terminate the Executive’s employment prior to the specified termination date, which termination shall constitute an Involuntary Employment Action.

• The Executive agrees that any amount payable to him pursuant to the Bonus Program or LTI Program may be subject to repayment in accordance with the Company's clawback policy as set forth in the Bonus Program and LTI Program, as adopted and revised by the Board from time to time, and that such repayment obligation will apply notwithstanding any contrary provision of this Agreement, and will not be considered the basis for an Involuntary Employment Action.

• Upon the occurrence of an Involuntary Employment Action with respect to a Designated Employee, any outstanding Options held by such Designated Employee (and his or her permitted transferees) shall be exercisable within one (1) year of the Involuntary Employment Action or, if earlier, within the originally prescribed term of the Option.

More Definitions of Involuntary Employment Action

Involuntary Employment Action as to a Participant means the involuntary termination of a Participant’s employment with the Company following a Covered Transaction, other than For Cause, upon the occurrence of any of the following circumstances: (i) any adverse and/or material alteration and diminution in the Participant’s authority, duties or responsibilities (other than a mere change in title or reporting relationship) as they existed immediately prior to the Covered Transaction or as the same may be increased from time to time thereafter, (ii) a reduction of the Participant’s base salary or a reduction in targeted bonus opportunity, in each case as in effect on the date prior to the Covered Transaction or as the same may be increased from time to time thereafter; or (iii) relocation of the

Involuntary Employment Action means, with respect to a Participant, the termination of the Participant's employment with the Corporation or a Subsidiary, as applicable, by the Participant for Good Reason, which, subject to applicable employment standards legislation, shall be deemed to be effective on the earlier of: (i) the last day worked by the Participant; and (ii) the date of termination of the Participant's employment as set out in the written notification of termination, each as determined by the Corporation or Subsidiary, as applicable;

Involuntary Employment Action means the termination of the Executive’s employment by the Company without Cause or a resignation by the Executive upon the occurrence of any of the following circumstances:

Involuntary Employment Action as to a Participant means the involuntary termination of a Participant’s employment with the Company following a Covered Transaction, other than For Cause, upon the occurrence of any of the following circumstances:

Involuntary Employment Action as to a Participant means: (a) an Involuntary Termination Without Cause, or (b) termination of Service by the Participant for Good Reason; “Involuntary Redemption Date” means the Trading Day that is immediately prior to the effective date of an Involuntary Employment Action; “Market Price” at any date in respect of the Common Shares means the volume weighted average trading price of the Common Shares determined by dividing the aggregate total value of the Common Shares traded on the TSX during the five Trading Days immediately preceding such date by the aggregate total volume of the Common Shares traded on the TSX during such five Trading Days (or, if such Common Shares are not then listed and posted for trading on the TSX, on such stock exchange on which such Common Shares are listed for trading as may be selected for such purpose by the Committee). In the event that such Common Shares are not listed and posted for trading on any stock exchange, the Market Price shall be the fair market value of such Common Shares as determined by the Committee in its sole discretion acting in good faith. “Participant” means any (i) Employee with a title of Vice President or higher to whom an Award has been granted in accordance with the terms set out herein and (ii) any individual to whom an Award has been granted upon the condition that such individual becomes an

Involuntary Employment Action means your termination of employment within 2 years following a Covered Transaction or a Change in Control, by Bioverativ other than For Cause, or by you upon the occurrence of any of the following circumstances: (i) any adverse or material alteration or diminution in your authority, duties or responsibilities (other than a mere change in title or reporting relationship) as they existed immediately prior to the Covered Transaction or Change in Control, as applicable, or as the same may be increased from time to time thereafter, (ii) a reduction of your base salary or targeted bonus opportunity, in each case as in effect on the date prior to the Covered Transaction or Change in Control, as applicable, or as the same may be increased from time to time thereafter or (iii) a relocation of the offices at which you are employed that increases your daily commute by more than 100 miles on a round-trip basis; provided, however, that in any case, you notify the Chief Legal Officer or the Head of Human Resources of Bioverativ in writing of the basis for your Involuntary Employment Action within 90 days of the occurrence of the circumstances giving rise to your Involuntary Employment Action, Bioverativ does not cure such circumstances within 30 days following the date of receipt of such notice, and you actually terminate your employment within 1 year following such 30-day cure period.

Involuntary Employment Action as to a Participant means the termination of the Participant’s employment with the Corporation or a Subsidiary, as applicable, (a) by the Corporation or the Subsidiary other than (i) as a result of the death, Disability or Retirement of that Participant or (ii) for Just Cause, or (b) by the Participant for Good Reason, which shall be deemed to be effective on the earlier of the last day worked by the Participant and, if applicable, the date on which the Participant is notified of the termination, each as determined by the Corporation or Subsidiary, as applicable, provided that in no event shall the effective date be extended by any period of contractual or common-law reasonable notice, whether the termination is lawful or unlawful;