Qualifying Separation definition

Qualifying Separation means and includes a Mutually Agreeable Termination, a Change- in-Control Termination, or retirement at age 62 or later.

Qualifying Separation means and includes a Mutually Agreeable Termination, a Change- in-Control Termination, or retirement at age 62 or later. (i) “Mutually Agreeable Termination” means a decision by the Company, in its sole discretion, to terminate the Executive’s employment with the Company as a result of circumstances described in this paragraph and the Executive’s acknowledgment and agreement that his/her employment will end as a result of such circumstances. Circumstances that may result in a Mutually Agreeable Termination include management realignment, change in business conditions or priorities, the sale or elimination of the Executive’s business unit or any other change in business circumstances that materially and adversely affects the Executive’s role within the Company or such circumstances that preclude continued employment at the ELG level, in all cases as determined by the Senior Vice President, Human Resources and Organization. Neither a unilateral voluntary resignation nor a Termination for Cause will constitute a Mutually Agreeable Termination. (ii) “Change-in-Control Termination” means either the involuntary termination of the Executive’s employment by the Company (other than a Termination for Cause) or the voluntary resignation by the Executive for Good Reason within 24 months following a Change in-Control. (A) “Change-in-Control” shall mean any of the following events: 1. The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the then-outstanding Shares of Common Stock plus any other outstanding shares of stock of the Corporation entitled to vote in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that the Corporation and any employee benefit plan (or related trust) sponsored by it shall not be deemed to be a Person; or

Qualifying Separation means Executive’s Separation from Service with the Company: (A) initiated by Executive for Good Reason or (B) initiated by the Company without Cause. A Qualifying Separation shall not include a Separation from Service: (i) initiated by the Company by reason of Cause, or (ii) initiated by Executive’s voluntary resignation, retirement, death or Disability.

Examples of Qualifying Separation in a sentence

• Following three years of ELG service, the ELG Restricted Stock Unit Retention Award (the “ELG RSU Retention Award”) provides for vesting in the event of a Qualifying Separation.

• In the event of a Qualifying Separation, the Executive will vest in the ELG RSU Retention Award provided the Executive agrees to certain additional commitments to the Company, including a three year non-compete agreement and a waiver of claims arising from or relating to the termination of the Executive’s employment.

• If Executive was employed by the Company on the Closing Date of a Major Transaction (or was employed by the Company and was terminated as a result of a Qualifying Separation less than 180 days prior to the Closing Date of the Major Transaction) he shall continue to be eligible to receive the Retention Pay available under this Agreement and, to the extent such Retention Pay has not been paid by the Company, such Retention Pay shall be payable by the successor entity.

• If a Closing Date of a Major Transaction has not occurred on or before the Termination Date, then (i) no payments will be made under this Agreement for any reason, and (ii) the vesting of equity awards shall not accelerate for any reason (unless previously accelerated hereunder as the result of a Qualifying Separation) under this Agreement.

• In order to receive the Retention Pay available under this Agreement, Executive who is terminated as a result of a Qualifying Separation from his employment in connection with a Major Transaction must execute and deliver a signed, enforceable Release to the Agreement Administrator within forty-five (45) days of the date such Release is provided to Executive.

More Definitions of Qualifying Separation

Qualifying Separation means the Employee’s Separation from Service during the Change in Control Period by reason of (i) the Company’s termination of the Employee’s employment other than for Cause, or (ii) the Employee’s resignation for Good Reason; provided, however, that a Qualifying Separation shall not include a Separation from Service by reason of the Employee’s death or Disability.

Qualifying Separation means either an involuntary termination of the Eligible Executive’s employment by the Employer without Cause (other than by reason of death or Disability) during the Protection Period, or a voluntary termination of the Eligible Executive’s employment for Good Reason during the Protection Period; provided, however, that a Qualifying Separation shall not occur by reason of the divestiture of a facility, sale of a business or business unit, or the outsourcing of a business activity with which an Eligible Executive is affiliated, if the Eligible Executive is offered comparable employment with a Base Salary and annual cash incentive award opportunity at least equal in value to that in effect immediately prior to such transfer of employment by the entity that acquires such facility, business or business unit or that succeeds to such outsourced business activity.

Qualifying Separation means for anindividual to qualify as an adversely affected worker and for basic TRA, any total separation of the individual within the certification period of a certification with respect to which the individual meets all of the requirements in§ 617.11(a)(2)(i) through (iv), and which qualifies as a total qualifying separation as defined in paragraph (B) of (t)(3)(i) of this section.

Qualifying Separation means, with respect to a holder of Exchanged Restricted Stock or MIP RSUs, an involuntary termination of the holder’s employment by the Surviving Corporation or its applicable subsidiary (or, in the case of a non-employee director of Parent, the termination of such individual’s board service on account of being removed from such role or otherwise not being asked to stand for re-election) other than due to the holder’s Misconduct or Detrimental Activity, as each such term is defined in the Company Equity Plan.

Qualifying Separation means and includes a Mutually Agreeable Termination, a Change-in-Control Termination or retirement at age 62 or later, as further defined in the revised ELG RSU Retention Award Schedule of Terms. The parties also agree that the Executive shall no longer be eligible for the 2.5 times severance benefit under the ELG Program.

Qualifying Separation means a termination that is characterized by the Company, in its sole discretion as employer, as: (i) an involuntary termination other than for Cause of the Eligible Employee’s employment by the Company for business reasons, either individually or as part of a larger reduction in force, or (ii) a resignation by the Eligible Employee for Good Reason. An Eligible Employee who indicates a willingness to be involuntarily terminated in connection with a reduction in force or similar staffing exercise but who is not actually selected by the Company to be involuntarily terminated shall not be considered to undergo a Qualifying Separation (even if the Eligible Employee voluntarily terminates employment other than for Good Reason at or about the time of the reduction in force). For the avoidance of doubt, a termination on account of a disability is not a Qualifying Separation, and a Qualifying Separation shall not occur unless the Eligible Employee’s termination of employment is treated as an involuntary separation from service for purposes of Treasury Regulation Section 1.409A-1(d)(1).

Qualifying Separation means a termination of employment (within the meaning of “separation from service,” as defined in Section 1.409A-1(h) of the Final Treasury Regulations) from the Company (and its affiliates) but specifically excludes, without limitation, termination of employment due to Cause, death, Disability, or termination by the Participant.