Qualifying Resignation means a resignation by Employee within 60 days after any of the following: (A) a change of Employee's duties and responsibilities which cause Employee's position to be one of materially lesser responsibility and scope; or (B) a reduction in Employee's base salary.
Qualifying Resignation for a Participant means voluntary Termination initiated by the Participant (while such Participant is in good standing with the Company), that would not otherwise satisfy the definition of Retirement below, after attainment of age plus years of service equal to 60; provided that such Termination occurs on or after age 50 with at least five years of service.
Qualifying Resignation means Executive’s resignation of employment which meets each of the following criteria: (i) Executive’s resignation is due to a material adverse change in the Executive’s title or a material reduction in the Executive’s duties, authority, or responsibilities relative to the duties, authority, or responsibilities in effect immediately prior to such reduction (each a “Resignation Condition”), and (ii) Executive’s resignation of employment occurs after the earlier of: (A) April 15, 2024, or (B) the applicable date of filing of the Company’s Form 10-K for the 2023 fiscal year (such applicable date, the “Retention Date”). Provided, however that, such resignation by the Executive shall only be deemed a Qualifying Resignation pursuant to the foregoing definition if (i) the Company is given written notice from the Executive within sixty (60) days following the later of (A) the Retention Date, or (B) the date of occurrence of the condition that he considers to constitute a Resignation Condition describing the Resignation Condition and the Company fails to satisfactorily remedy such Resignation Condition within thirty (30) days following such written notice, and (ii) the Executive terminates employment within thirty (30) days following the end of the period within which the Company was entitled to remedy the Resignation Condition but failed to do so.
Examples of Qualifying Resignation in a sentence
For the avoidance of doubt, in the case of a Participant’s Qualifying Resignation during the first year of a Performance Period, the Participant’s Award shall immediately terminate and be forfeited.
Nothing contained herein shall be deemed contrary to Employee's right to effect a Qualifying Resignation under circumstances to which the provisions of Section 1.4(c)(iii) hereof apply.
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In addition, to the extent unvested following application of the previous sentence, a portion of an additional installment of Sign-On RSUs, pro-rated for the Term Year in which the Withdrawal without Cause or Qualifying Resignation occurs through the Termination Date, shall become vested as of such date.
Subject to Section 6.G, in the case of a Participant’s Qualifying Resignation after the first year of a Performance Period, the Participant’s Award will immediately vest and the Shares (or cash) corresponding to the Earned PSUs (based on the performance for the whole Performance Period) will be delivered to the Participant on the dates specified in Section 5.E that such Award would otherwise have been delivered if the Participant had continued to remain Employed.
More Definitions of Qualifying Resignation
Qualifying Resignation means a voluntary resignation under the terms of any voluntary reduction in force program established by the Plan Administrator (if any) pursuant to which participants are eligible to voluntarily resign and receive Plan benefits.
Qualifying Resignation means a resignation by Purchaser within 60 days after any of the following: (A) a change of Purchaser's duties and responsibilities which cause Purchaser's position to be one of materially lesser responsibility and scope; or (B) a reduction in Purchaser's base salary. The Repurchase Price for any Shares to be purchased pursuant to the Repurchase Option shall be increased or decreased appropriately to reflect any distribution of stock or other securities of Holding or any successor or assign of Holding which is made in respect of, in exchange for or in substitution of the Shares by reason of any split, reverse split, combination, recapitalization, reclassification, merger, consolidation or otherwise. The Repurchase Option shall be exercised by Holding by delivery to Purchaser, within the six-month period specified above, of a written notice specifying (a) the number of Shares to be purchased and (b) a day, which shall not be more than 30 days after the date such notice is delivered, on or before which Purchaser shall surrender the certificate or certificates representing the Shares to be purchased pursuant to the Repurchase Option (duly endorsed in blank for Transfer) at the principal office of Holding in exchange for a check, payable to Purchaser in the amount equal to the Repurchase Price, calculated as provided in this Section 3(c), for all Shares to be purchased. If Purchaser fails to surrender the certificate or certificates evidencing the Shares on or before such date, from and after such date the Shares which Holding elected to repurchase shall be deemed to be no longer outstanding, and Purchaser shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the Repurchase Price, without interest, upon surrender of the certificate or certificates therefor (with a stock assignment or stock assignments duly endorsed in blank for Transfer).
Qualifying Resignation means the occurrence of (i) Consultant’s voluntary termination of this Agreement and Consultant’s Services during the Consulting Period in connection with the Consultant’s commencement of employment or other service with another company or organization (the “New Employer”) and (ii) the Company’s receipt, prior to such termination, of written notice from the New Employer providing that Consultant is not permitted to provide services to the New Employer while Consultant continues to provide the Services hereunder.
Qualifying Resignation means a resignation by Employee within 60 days after any of the following: (A) a change of Employee's title to a title lower in rank than President and Chief Executive Officer; (B) a change of Employee's reporting responsibility so that he no longer reports directly to the Board of Directors; (C) a change of Employee's duties and responsibilities which cause Employee's position to be one of materially lesser responsibility and scope; (D) a reduction in Employee's base salary; or (E) a change to Employee's incentive bonus compensation arrangement which results in a material reduction in potential incentive compensation unless such change is accompanied by an increase in base salary which, when considered in light of the contingent nature of incentive compensation, fairly offsets the reduction in potential incentive compensation.
Qualifying Resignation as defined in and pursuant to the terms of Section 4.5.6 or for a “Scheduled Resignation” (as defined in and pursuant to the terms of Section 4.5.7).
Qualifying Resignation means Executive’s resignation of employment which meets each of the following criteria: (i) Executive’s resignation is due to a material adverse change in the Executive’s title or a material reduction in the Executive’s duties, authority, or responsibilities relative to the duties, authority, or responsibilities in effect immediately prior to such reduction (each a “Resignation Condition”), and (ii) Executive’s resignation of employment occurs after the Retention Date. Provided, however that, such resignation by the Executive shall only be deemed a Qualifying Resignation pursuant to the foregoing definition if (i) the Company is given written notice from the Executive within sixty (60) days following the later of (A) the Retention Date, or (B) the date of occurrence of the condition that he considers to constitute a Resignation Condition describing the Resignation Condition and the Company fails to satisfactorily remedy such Resignation Condition within thirty (30) days following such written notice, and (ii) the Executive terminates employment within thirty (30) days following the end of the period within which the Company was entitled to remedy the Resignation Condition but failed to do so.
Qualifying Resignation shall occur on the earliest of: (x) (i) in the event that the Board of Directors determines that Executive will no longer serve as the Chief Executive Officer and, as a result, Executive ceases to be employed by the Company and (ii) the Board of Directors determines in its sole discretion that as of the date Executive ceases to be employed (A) the Company has hired a new Chief Executive Officer and (B) Executive has provided a transition plan and such assistance to the Company and such new Chief Executive Officer as the Board of Directors in its reasonable, good faith discretion believes is necessary and appropriate to ensure a smooth transition of the role; (y) in the event that the Board of Directors and Executive mutually agree to maintain Executive as Executive Chairman of the Board of Directors following the Company’s appointment of a new Chief Executive Officer, provided, that a Qualifying Resignation pursuant to clause (x) or (y) of this Section 3.7 shall occur no later than thirty (30) days following such event; or (z) automatically on December 31, 2023, provided, that Executive is employed with the Company as of such date. For the avoidance of doubt, a Qualifying Resignation shall only occur once.