Qualifying Terminations. Any of the following events resulting in a cessation of the Employee’s employment by the Company during the Covered Employment Term shall constitute a “Qualifying Termination”: (i) discharge by the Company without Cause (as hereinafter defined); or (ii) the Employee’s resignation with Good Reason.
Qualifying Terminations. If, during the Term of this Agreement and either within 24 months after a Change in Control or within a Potential Change in Control Period, (1) the Executive’s employment is terminated by the Company or any successor to the Company for any reason other than Cause, or (2) the Executive terminates his employment due to Good Reason, then the Executive will be entitled to receive the severance payments and benefits set forth in Article IV below; provided, however, that no severance payments shall be made, or continuing benefits provided, under this Agreement, if any of the following apply:
(a) The Executive voluntarily resigns or retires from employment other than timely resignation for Good Reason;
(b) The Executive is terminated for Cause;
(c) The Executive’s employment terminates as a result of death or Disability; or
(d) The Executive declines to sign and return the Release Agreement set forth in Exhibit A hereto, or revokes such Release Agreement within the time provided therein.
Qualifying Terminations. The occurrence of any one of the following events within twenty-four calendar months after a Change in Control of the Company will trigger the payment of Severance Benefits under this Agreement:
(a) an involuntary termination of the Executive’s employment without Just Cause;
(b) a voluntary termination of the Executive’s employment with the Company, for Good Reason;
(c) the failure or refusal of a successor company (including, but not limited to, an individual, corporation, association, or partnership) to assume the Company’s obligations under this Agreement, as required by Section 8.1; and
(d) a breach by the Company or any successor company of any of the provisions of this Agreement. In addition, an involuntary termination without Just Cause will trigger the payment of Severance Benefits under this Agreement if the Executive’s employment is terminated by the Company without Just Cause within six months prior to a Change in Control that actually occurs during the term of this Agreement and either (i) the termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, or (ii) the Executive reasonably demonstrates that the termination is otherwise in connection with or in anticipation of the Change in Control.
Qualifying Terminations. Severance benefits shall be provided under this Agreement only if one of the following Paragraphs applies:
Qualifying Terminations. This Section 1 shall apply if:
(i) The Company terminates the Employee’s employment with the Company for a reason other than Cause or Permanent Disability within 12 months after a Change in Control (as such terms are defined below); or
(ii) The Employee resigns for Good Reason (as defined below) within 12 months after a Change in Control.
Qualifying Terminations. This Section 2 shall only apply if:
(i) Section 1 does not apply;
(ii) Either (A) the Company terminates the Employee’s employment with the Company for a reason other than Cause or Permanent Disability or (B) the Employee resigns for Good Reason; and
(iii) Either (A) the Employee and the Company have executed a reciprocal general release (in the form attached hereto as Exhibit A) of all known and unknown claims that they may then have against each other and have agreed not to prosecute any legal action or other proceeding based on such claims or (B) the Company (at its sole discretion) has determined to waive the requirement of a reciprocal general release. The foregoing notwithstanding, the Employee and the Company shall not be required to release any claims that they may have against each other arising under (i) the Indemnification Agreement dated September 11, 2002, between the Employee and the Company or (ii) any rights to indemnification, advancement of expenses or repayment arising under the Company’s Amended and Restated Certificate of Incorporation or the Company’s Amended and Restated Bylaws, in each case as currently in effect or as subsequently amended.
Qualifying Terminations. The Company shall provide Executive with the severance benefits set forth in Section 4 of this Agreement upon any Qualifying Termination. As used in this Agreement, "Qualifying Termination" shall mean Executive's resignation for Good Reason, as defined in Section 4.g, or termination by the Company for any reason except the following:
Qualifying Terminations. (a) If the Executive’s employment is terminated in a Qualifying Termination during the Employment Period, in addition to the Accrued Amounts, the Executive shall be entitled to (i) a payment equal to one and one-half (1 ½) times (two (2) times if such termination is a Change in Control-Related Termination) the sum of his Base Salary at the rate in effect immediately prior to the Termination Date plus the Target Annual Bonus Opportunity for the year of such termination (the “Severance”); (ii) continuation on the same terms as an active employee (including, where applicable, coverage for the Executive and his dependents) of medical, dental, disability and life insurance benefits that the Executive would otherwise be eligible to receive as an active employee of the Company (“Benefit Continuation”) for twelve (12) months following the Termination Date or, if earlier with respect to any particular benefit being continued, until the Executive becomes eligible for comparable benefits from a subsequent employer, which period of coverage shall be credited against the Company’s obligation to permit the Executive to elect continuation coverage under Section 4980B of the Code and any similar state law and (iii) the accelerated vesting of any equity or equity-based compensation (other than the Stock Units) held by the Executive as of the Termination Date, subject in the case of performance vesting awards that are intended to be exempt from the application of Section 162(m) of the Code, to the satisfaction of applicable performance criteria.
(b) The Company’s obligations to pay or provide any of the benefits pursuant to Section 3.2(a) shall be conditioned upon the Executive having executed and delivered to the Company the release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and the period (if any) during which the Release can be revoked having expired within fifty-two (52) days after the Executive’s Termination Date. Subject to the previous sentence and to Section 6.3, the Severance, will be paid to the Executive on the first payroll date following the date that coincides with or immediately follows the date that is fifty-two (52) days following the date of the Executive’s Termination Date.
(c) If participation in any of the Company plans or programs necessary to provide the benefits continuation described in Section 3.2(a) is not permitted under the terms of any plan or program, the Company shall arrange at its own expense to provide...
Qualifying Terminations. If there is a Qualifying Termination, the Company will make the payments and provide the benefits set forth in Section 8(b) of the Agreement (as if there were a termination for Good Reason) except that your Severance Period will be 3 years (notwithstanding any contrary provision in the Agreement or your Schedule).
Qualifying Terminations. The provisions of this Change in Control Schedule apply to any “Qualifying Termination.” A qualifying termination is any of the following from the time of a Change in Control until the two-year anniversary of a Change in Control:
(a) The Company terminating your employment without Cause;
(b) Your terminating your employment for Good Reason; Also, a Qualifying Termination will include any termination of your employment before a Change in Control for reasons that would have constituted a Qualifying Termination if they had occurred following a Change in Control if (i) the termination (or Good Reason event) was in anticipation of a Change in Control or at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control; and (ii) such Change in Control (or an alternative or competing Change in Control) actually occurs.
