Qualified CIC Termination definition

Qualified CIC Termination means (i) the Company’s termination of Participant’s employment without Cause (or Participant’s termination of employment for Good Reason), and (ii) such termination occurs either (A) upon, or within two years after, the occurrence of a Change in Control of the Company, or (B) at the time of, or following, the entry by the Company into a definitive agreement or plan for a Change in Control of the nature set forth in Section 3(a)(ii), (iii), or (iv) (so long as such Change in Control occurs within six months after the effective date of such termination).
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Qualified CIC Termination means (i) the Company’s termination of Participant’s employment without Cause (or Participant’s termination of employment for Good Reason), and (ii) such termination occurs either (A) upon, or within two years after, the occurrence of a Change in Control of the
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Qualified CIC Termination means the termination of a Participant who (i) has a current Senior Management Severance and Change in Control Agreement (the “Senior Management Agreement”) with the Employer at the time of termination, and (ii) is involuntarily terminated (including termination for good reason) for reasons other than Cause within six (6) months prior to or within twenty-four (24) months following a Change in Control. A Participant terminated for Cause shall not have a Qualified CIC Termination. For purposes of this definition, “Cause” means a good faith determination by the Employer of an act or omission by a Participant amounting to: (i) a material breach of any of the Participant’s obligations to the Employer under the terms of the Senior Management Agreement, (ii) the gross neglect or willful failure or refusal of the Participant to perform the duties of the Participant’s position or such other duties reasonably assigned to the Participant by the Employer, (iii) any act of personal dishonesty taken by the Participant and intended to result in substantial personal enrichment of the Participant at the expense of the Employer, (iv) any willful or intentional act that could reasonably be expected to injure the reputation, business, or business relationships of the Employer or the Participant’s reputation or business relationships, (v) perpetration of an intentional and knowing fraud against or affecting the Employer or any customer, supplier, client, agent, or employee thereof, (vi) conviction (including conviction on a nolo contendere, no contest, or similar plea) of a felony or any crime involving fraud,
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Examples of Qualified CIC Termination in a sentence

  • To the extent that Section 409A of the Code applies and Participant is a specified employee for purposes of section 409A of the Code, payment shall occur the first day of the seventh month following the date of the Participant’s termination of employment (rather than within ten (10) days of Participant’s Qualified CIC Termination).

  • In the case of a Change in Control and Qualified CIC Termination as described in Section 3(b)(ii), Dividend Equivalent amounts shall only accrue for record dates that occur before the Qualified CIC Termination.

  • Part 2 of the cause of death is for recording “any other conditions contributing to the death, but not related to the disease that caused it”.


More Definitions of Qualified CIC Termination

Qualified CIC Termination means (i) the Company’s termination of Participant’s employment without Cause (or Participant’s termination of employment for Good Reason), and (ii) such termination occurs either (A) upon, or within two years after, the occurrence of a Change in Control of the Company, or (B) at the time of, or following, the entry by the Company into a definitive agreement or plan for a Change in Control of the nature set forth in Section 3(a)(ii), (iii), or (iv) (so long as such Change in Control occurs within six months after the effective date of such termination). (c) “Cause” shall mean (i) the willful and continued failure by Participant substantially to perform his or her duties and obligations (other than any such failure resulting from his or her incapacity due to physical or mental illness), (ii) Participant’s conviction or plea bargain of any felony or gross misdemeanor involving moral turpitude, fraud or misappropriation of funds or (iii) the willful engaging by Participant in misconduct which causes substantial injury to the Company or its Affiliates, its other employees or the employees of its Affiliates or its clients or the clients of its Affiliates, whether monetarily or otherwise. For purposes of this paragraph, no action or failure to act on Participant’s part shall be considered “willful” unless done or omitted to be done, by Participant in bad faith and without reasonable belief that his or her action or omission was in the best interests of the Company. (d) “Good Reason” shall mean: (i) a material diminution in authority, duties, or responsibilities; (ii) a material change in geographic location where services are provided (the Company has determined this is any requirement by the Company that Participant move to a location more than fifty (50) miles away from Participant’s regular office location); or (iii) a material diminution in base salary. Good Reason shall not exist if (i) Participant expressly consents to such event in writing, (ii) Participant fails to object in writing to such event within sixty (60) days of its effective date, or (iii) Participant objects in writing to such event within sixty (60) days of its effective date but the Company cures such event within thirty (30) days after written notice from Participant. The written notice must describe the basis for Participant’s claim of Good Reason and identify what reasonable actions would be required to cure such Good Reason. 7.
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Qualified CIC Termination means (i) the Company’s or an Affiliate’s termination of Participant’s employment without Cause or Participant’s termination of employment for Good Reason, and (ii) such termination occurs either (A) upon, or within two years after, the occurrence of a Change in Control of the Company, or (B) at the time of, or following, the entry by the Company into a definitive
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Related to Qualified CIC Termination

  • Qualified Termination has the meaning set forth in Section 4(b).

  • Termination Upon a Change in Control means a termination by the Executive of the Executive's employment with the Corporation within 120 days following a "Change in Control."

  • 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.

  • Change of Control Termination means any of the following events occurring upon or within twelve (12) months after a Change of Control:

  • 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:

  • Constructive Termination means:

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

  • Company Termination Event means any of the following:

  • Change in Control Transaction means the occurrence of any of the following events:

  • Termination for Cause or "Cause" shall mean termination because of the Executive's personal dishonesty, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, conviction of a felony with respect to the Bank or the Company or any material breach of this Agreement. For purposes of this Section, no act, or the failure to act, on the Executive's part shall be "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in the best interest of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, the 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 the 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, the 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.

  • Disability Termination means the termination of a Participant’s employment under the disability provisions of the Participant’s Employment Agreement or, if the Participant is not a party to an Employment Agreement, then as a result of a “Disability” as defined in the Plan.

  • 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.