Qualifying Termination of Service definition

Qualifying Termination of Service means termination of Executive's employment with the Company and Affiliated Entities by reason of Executive's death or Disability or any termination of Executive by the Company and any Affiliated Entity without Cause. In addition to the termination of Executive by the Company and any Affiliated Entity without Cause, as defined in Section 1.6, Executive shall be deemed to have been terminated by the Company without Cause if Executive resigns from the Company during the Period of Employment as a result of (i) a relocation of Executive's principal place of employment to greater than 75 miles from its current location, (ii) a material diminution of his Base Salary, and/or (iii) a material diminution in his duties and/or responsibilities, in each case without Executive's consent. For purposes under circumstances defined under Section 5.4 of the preceding sentence "Base Salary" shall have the meaning ascribed to it in the Employment Agreement. The Board, in its reasonable good faith discretion, shall determine the effect of all matters and questions relating to a Termination of Service, including without limitation whether a Termination of Service is a Qualifying Termination of Service. In the event that the Executive disagrees with such Board's determination, then such matter shall be resolved pursuant to Section 21 of the Employment Agreement.
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Qualifying Termination of Service means termination of Executive's employment with the Company and its Affiliated Entities by reason of Executive's death or Disability or any termination of Executive by the Company without Cause. In addition to the termination of Executive by the Company without Cause, as defined in Section 1.6, Executive shall be deemed to have been terminated by the Company without Cause if Executive resigns from the Company during the Period of Employment under circumstances defined under Section 5.4 of the Employment Agreement. The Board, in its reasonable good faith discretion, shall determine the effect of all matters and questions relating to a Termination of Service, including without limitation whether a Termination of Service is a Qualifying Termination of Service. In the event that the Executive disagrees with such Board's determination, then such matter shall be resolved pursuant to Section 21 of the Employment Agreement.
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Qualifying Termination of Service means either:
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Examples of Qualifying Termination of Service in a sentence

  • The Terminal Equity Value shall be determined as of the Trigger Event, except in the case of a Qualifying Termination of Service, in which case the Terminal Equity Value shall be determined as of the date of the Qualifying Termination of Service.

  • In the event prior to the Trigger Event there is a Termination of Service that is not a Qualifying Termination of Service, no Cash Bonus will be paid or payable to Executive, and this agreement shall cease to be of any further force or effect.

  • If a Trigger Event occurs within nine months following the Qualifying Termination of Service, however, the Terminal Equity Value as of the Trigger Event (and not the Terminal Equity Value as of the Qualifying Termination of Service) shall be used to determine the Cash Bonus.

  • In the event of a Qualifying Termination of Service, no Cash Bonus will be paid or payable unless, until and only to the extent a Trigger Event occurs.

  • Such payment shall be made as soon as practicable following the applicable Scheduled Vesting Date, the date of the Change in Control or the date of Termination of Employment due to death or Disability or a Qualifying Termination of Service, but in no event later than thirty (30) days following the Scheduled Vesting Date, the date of the Change in Control or the date of Termination of Employment due to death or Disability or a Qualifying Termination of Service.

  • If severance compensation is not paid within thirty (30) days of the Qualifying Termination of Service, there shall be paid, in addition to such amount, interest on the amount due at a rate of 5% in excess of the prime rate as published in the Wall Street Journal-Southwest Edition from time to time (or at the highest of such rates if a range is published) from the date which is thirty (30) days following the Qualifying Termination of Service to the date of payment.

  • If any Participant dies after a Qualifying Termination of Service and before receipt of payment hereunder, the severance compensation otherwise due to such Participant shall be payable to Participant's estate.

  • In the event of a Qualifying Termination of Service of the Grantee, regardless of whether such event constitutes a Termination of Employment of the Grantee, the RSUs, if not theretofore vested, shall vest in full as of such date, subject to and conditioned upon the Grantee signing and delivering (and not revoking) to the Company a general release and waiver (substantially in the form attached as Exhibit A) (the “Release”).

  • In the event of a Trigger Event following a Qualifying Termination of Service, Executive's Then Effective Ownership Percentage shall equal the product of: - the quotient of (x) the Vested Bonus Equivalent divided by (Y) the Total Shares of Common Stock Outstanding; - multiplied by, the Applicable Conversion Ratio for the Terminal Equity Value.

  • During the one-year period following a Qualifying Termination of Service (the “Restricted Period”), the Grantee shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it or as may be required by applicable law, court order, a regulatory body or arbitrator or other mediator.


More Definitions of Qualifying Termination of Service

Qualifying Termination of Service means a Termination of Service prior to the last day of the Retention Period (i) by the Company, NHI, or the Successor Entity (solely to the extent the Successor Entity has assumed this Award Letter), as applicable, without Cause; or (ii) in connection with the Transition or other event, as applicable, where (x) you were not offered employment with NHI or the Successor Entity (or one of their respective subsidiaries or affiliates), or (y) you were offered employment with NHI or the Successor Entity (or one of their respective subsidiaries or affiliates) but did not accept such offer because the terms and conditions of such employment, including, without limitation, your duties and responsibilities, base salary, and short and long-term incentive and equity compensation opportunities would be, in the aggregate, materially less than such terms and conditions of your employment as in effect on the Trigger Date. For the avoidance of doubt, the end of your employment with the Company in connection with the Transition shall not be a Qualifying Termination of Service unless it meets the requirements of subsection (ii) above.
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Qualifying Termination of Service means termination of Executive's employment with the Company and its Affiliated Entities by reason of Executive's death or Disability or any termination of the Executive by the Company without Cause. In addition to the terminations of Executive by the Company without Cause, as defined in Section 1.5, Executive shall be deemed to have been terminated by the Company without Cause if Executive resigns from the Company within six (6) months after a Change of Control as a result of a diminution of his Base Salary, the Company's termination of his status as an executive officer of the Company, and/or a material diminution in his duties and/or responsibilities from their level in effect immediately prior to the Change of Control. For purposes of the preceding sentence "Change of Control" and "Base Salary" shall have the meanings ascribed to them in the Amended Employment Agreement. The Board, in its discretion, shall determine the effect of all matters and questions relating to a Termination of Service, including without limitation whether a Termination of Service is a Qualifying Termination of Service.
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Related to Qualifying Termination of Service

  • Qualifying Termination of Employment means a Participant’s Termination of Employment (i) by the Company without Cause or (ii) by the Participant with or without Good Reason or by reason of Retirement.

  • Qualifying Termination means a termination of the Executive’s employment either (i) by a Company Group member without Cause (excluding by reason of Executive’s death or Disability) or (ii) by the Executive for Good Reason, in either case, during the Change in Control Period (a “Qualifying CIC Termination”) or outside of the Change in Control Period (a “Qualifying Non-CIC Termination”).

  • CIC Qualifying Termination means, in each case, on or within twenty-four (24) months following a Change in Control, (i) a termination of the Executive’s employment by the Company without Cause, (ii) a termination of the Executive’s employment by reason of death or Disability, or (iii) a termination of the Executive’s employment by the Executive for Good Reason.

  • Termination of Service means:

  • Nonqualifying Termination means a termination of the Executive’s employment (1) by the Company for Cause, (2) by the Executive for any reason other than a Good Reason, (3) as a result of the Executive’s death or (4) by the Company due to the Executive’s absence from his duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Executive’s incapacity due to physical or mental illness.

  • Involuntary Termination of Employment means the Termination of Service by the Company or Subsidiary other than a termination for Cause, or termination of employment by a Participant Employee for Good Reason.

  • Qualifying Retirement means the Employee’s voluntary termination of employment after the Employee has (i) attained (X) age sixty-five (65), (Y) age fifty-five (55) with ten (10) Years of Service as a full-time employee of the Partnership or any of its Affiliates, or (Z) an age which, when added to such Years of Service of the Employee equals at least seventy-five (75), and (ii) previously delivered a written notice of retirement to the Partnership and on the date of retirement the Employee has satisfied the minimum applicable advance written notice requirement set forth below: By way of illustration, and without limiting the foregoing, if (i) the Employee is eligible to retire at age fifty-nine (59) after ten (10) Years of Service, (ii) the Employee gives two (2) years notice at age fifty-eight (58) that the Employee intends to retire at age sixty (60), and (iii) the Employee later terminates employment at age fifty-nine (59), then the Employee’s retirement at age fifty-nine (59) would not constitute a Qualifying Retirement. However, if (i) the Employee is eligible to retire at age fifty-nine (59) after ten (10) Years of Service, (ii) the Employee gives two (2) years notice at age fifty-eight (58) that the Employee intends to retire at age sixty (60), and (iii) the Employee terminates employment upon reaching age sixty (60), then the Employee’s retirement at age sixty (60) would constitute a Qualifying Retirement.

  • Termination of Services means Participant’s Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.

  • 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.

  • Qualified Termination means the Executive’s employment by the Company is terminated, (i) by the Executive for Good Reason or (ii) by the Company for any reason other than for Cause, death, Disability, or retirement at or after age 65.

  • Severance from Service Date means the earlier of:

  • Termination of Employment means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company.

  • 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.

  • 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.

  • Disability or Disabled means that during the Elimination Period and your Own Occupation Period you are, as a result of Physical Disease, Injury, Mental Disorder, Substance Abuse or Pregnancy, unable to perform one or more of the Material Duties of your Own Occupation, and, due to such inability, your Work Earnings are less than 80% of your Indexed Predisability Earnings, and you are incapable of earning 80% or more of your Indexed Predisability Earnings. Your Work Earnings may be Deductible Income. See the “LTD Benefit Calculation” and “Deductible Income” sections.

  • Disability Termination means termination by the Company of the Executive’s employment by reason of the Executive’s incapacitation due to disability. The Executive will be deemed to be incapacitated due to disability if at the end of any month the Executive is unable to perform substantially all of the Executive’s duties under this Agreement in the normal and regular manner due to illness, injury or mental or physical incapacity, and has been unable so to perform for either (i) three consecutive full calendar months then ending, or (ii) 90 or more of the normal working days during the 12 consecutive full calendar months then ending. Nothing in this paragraph alters the Company’s obligations under applicable law, which may, in certain circumstances, result in the suspension or alteration of the foregoing time periods.

  • 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:

  • Change in Control Termination means an “Involuntary Termination Without Cause” or “Resignation for Good Reason,” either of which occurs on, or within three (3) months prior to, or within twelve (12) months following, the effective date of a Change in Control, provided that any such termination is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Death and disability shall not be deemed Change in Control Terminations.

  • Separates from Service or “Separation from Service” means the Participant’s termination of service as a non‑employee director and as an employee of UGI for any reason other than death and shall be determined in accordance with section 409A of the Code.

  • Disability retirement for plan 1 members, means the period

  • 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.

  • Disability Retirement Date means the first day of the month following the last day of paid employment;

  • Offering Termination Date means the last day of each March, June, September and December following an Offering Commencement Date, or such other Offering Termination Date established in connection with a Terminating Event.

  • Termination due to Disability means a termination of the Executive’s employment by the Company because the Executive has been incapable, after reasonable accommodation, of substantially fulfilling the positions, duties, responsibilities and obligations set forth in this Agreement because of physical, mental or emotional incapacity resulting from injury, sickness or disease for a period of (A) six (6) consecutive months or (B) an aggregate of nine (9) months (whether or not consecutive) in any twelve (12) month period. Any question as to the existence, extent or potentiality of the Executive’s disability shall be determined by a qualified physician selected by the Company with the consent of the Executive, which consent shall not be unreasonably withheld. The Executive or the Executive’s legal representatives or any adult member of the Executive’s immediate family shall have the right to present to such physician such information and arguments as to the Executive’s disability as he, she or they deem appropriate, including the opinion of the Executive’s personal physician.

  • Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control:

  • Covered Termination means the termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, and shall not include a termination due to Executive’s death or disability.