Termination Under Limited Circumstances definition

Termination Under Limited Circumstances means the termination (whether by the Participant or the Employer) of a Participant’s employment from his or her Employer, and from any other Employer (i) under circumstances in which the Participant is entitled to receive severance benefits or salary continuation benefits under the KeyCorp Separation Pay Plan, (ii) under circumstances in which the Participant is entitled to severance benefits or salary continuation or similar benefits under a change of control agreement or employment agreement within two years after a change of control (as defined by such agreement) has occurred, or (iii) as otherwise expressly approved by an officer of the Corporation.
Sample 1Sample 2Sample 3
Termination Under Limited Circumstances means the Participant’s termination of employment with Key wherein all of the following events occur: (1) the Participant’s employment with Key terminates under circumstances in which the Participant becomes entitled to receive either: (i) a severance payment under the KeyCorp Separation Pay Plan as in effect at the time of the Participant’s Employment Termination Date, or (ii) salary continuation benefits under the terms and conditions of an employment separation or letter agreement with Key, including, without limitation, a Change of Control Agreement; (2) Participant executes and delivers to Key, within 50 calendar days after the termination of Participant’s employment, a release of claims in a form provided by Key; and (3) such release of claims becomes effective and irrevocable in accordance with its terms.
Sample 1Sample 2Sample 3
Termination Under Limited Circumstances means the Participant’s termination from Key under circumstances in which the Participant becomes entitled to receive: (1) a severance under the KeyCorp Separation Pay Plan as in effect at the time of the Participant’s termination, or (2) under circumstances under which the Participant is entitled to receive salary continuation benefits under the terms and conditions of an employment separation or letter agreement with Key, including, without limitation, a Change of Control Agreement. The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of Common Shares subject to the unvested Options as of the date of the Participant’s termination by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be number of full months between the Date of Grant and latest Vesting Date.
Sample 1Sample 2

Examples of Termination Under Limited Circumstances in a sentence

  • Notwithstanding Section 1(a), if, prior to the Vesting Date, the Participant’s continuous employment is terminated as a result of the Participant’s death, Disability, Termination Under Limited Circumstances or Retirement, the Participant will vest in a pro rata portion of the Performance Shares.

  • As of the Participant’s Termination date, Retirement date, Termination Under Limited Circumstances date, date of Disability or date of death, all Participant Deferrals under the Plan shall cease.

  • The Participant’s vested Plan Account and vested Opening Account Balance shall be valued as of the Determination Date immediately following his or her Termination, Retirement, Termination Under Limited Circumstances, or death (the “valuation date”).

  • The pro rata vesting as provided for under this Section 5, shall be determined by multiplying the number of not vested Performance Shares granted under this Award by a fraction, the numerator of which shall be the number of full months measured from this Award grant date up through the date of your death, Disability, the date of your Termination Under Limited Circumstances or your Retirement and the denominator of which shall be 36.

  • Upon the Participant’s Termination Under Limited Circumstances, Disability, or death, all Participant Deferrals and Corporate Contributions credited to the Participant’s Plan Account with all earnings, gains, and losses thereon shall become immediately vested and shall be distributed to the Participant in a single lump sum distribution of Common Shares in accordance with the distribution provisions of Section 7.1 hereof.

  • If a Participant has elected to receive a lump sum distribution of all or any portion of his or her vested Plan Account and/or vested Opening Account Balance, such lump sum distribution shall be made as soon as administratively practicable but in no event later than 90 days following the Participant’s Termination, Retirement, Disability, Termination Under Limited Circumstances, or death.

  • Notwithstanding the provisions of Sections 5.1 or 5.3 hereof, if the Participant terminates his or her employment with the Corporation for any reason other than Normal Retirement or Termination Under Limited Circumstances, the Participant shall forfeit 4% out of the 10% of Corporate Contributions (so that the remaining Corporate Contribution is 6%) allocated on Participant Deferrals which the Participant has elected to irrevocably defer into the Common Stock Account.

  • If a Participant has elected to receive an installment distribution of all or any portion of his or her vested Plan Account and/or vested Opening Account Balance, such installment distribution shall commence as soon as administratively practicable but in no event later than 90 days following the Participant’s Termination, Retirement, Disability, Termination Under Limited Circumstances, or death.

  • The Performance Shares shall be immediately forfeited if your employment with KeyCorp or a Subsidiary terminates prior to vesting as set forth in paragraph 2 unless your employment terminates because of death, Disability, Retirement, or Termination Under Limited Circumstances (in which case the specific provisions of paragraph 5 shall apply).

  • The unvested portion of the Award shall be forfeited automatically without further action or notice if the Participant ceases to be continuously employed by Key for any reason other than as provided under the “Vesting” section above (related to death, Disability, Termination Under Limited Circumstances or certain terminations in connection with a Change of Control).


More Definitions of Termination Under Limited Circumstances

Termination Under Limited Circumstances means a Participant’s termination of employment from the Employer (i) within two years after a Change of Control under circumstances in which the Participant becomes entitled to severance benefits or salary continuation or similar benefits under a Change of Control agreement, employment agreement, or severance or separation pay plan, (ii) under circumstances in which the Participant is entitled to receive salary continuation benefits under the KeyCorp Separation Pay Plan, or (iii) as otherwise expressly approved by an officer of the Corporation, provided such termination also constitutes a Separation from Service.
Sample 1Sample 2
Termination Under Limited Circumstances means the Participant’s termination from Key under circumstances in which the Participant becomes entitled to receive: (i) a severance payment under the KeyCorp Separation Pay Plan as in effect at the time of the Participant’s termination, or (ii) under circumstances under which the Participant is entitled to receive salary continuation benefits under the terms and conditions of an employment separation or letter agreement with Key, including, without limitation, a Change of Control Agreement. Any pro rata vesting under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares as of the date of the Participant’s termination by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36.
Sample 1Sample 2
Termination Under Limited Circumstances means a Participant's termination of employment from the Employer (i) within two years after a Change of Control under circumstances in which the Participant is entitled to severance benefits or salary continuation or similar benefits under a Change of Control agreement, employment agreement, or severance or separation pay plan, (ii) Normal Retirement, (iii) Early Retirement with the approval of the Compensation and Organization Committee in its sole discretion, (iv) due to Disability or death, or (v) as otherwise expressly approved by the Compensation and Organization Committee, in its sole discretion.
Sample 1
Termination Under Limited Circumstances means the Participant’s termination from Key under circumstances in which the Participant becomes entitled to receive: (i) a severance under the KeyCorp Separation Pay Plan as in effect at the time of the Participant’s termination, or (ii) under circumstances under which the Participant is entitled to receive salary continuation benefits under the terms and conditions of an employment separation or letter agreement with Key, including, without limitation, a Change of Control Agreement. The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares as of the date of the Participant’s termination by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement).
Sample 1Sample 2
Termination Under Limited Circumstances means your termination from Key under circumstances in which you become entitled to receive (i) severance benefits under the KeyCorp Separation Pay Plan, or (ii) salary continuation benefits under the terms of an employment separation or letter agreement with Key, including, without limitation, a Change of Control Agreement, but shall specifically exclude your Termination for Cause.
Sample 1

Related to Termination Under Limited Circumstances

  • Reimbursement Under Special Circumstances means a special reimbursement of the Deposits, prior to the Maturity Date, in the circumstances and the manner described under “Extraordinary Events and Special Circumstances – Reimbursement Under Special Circumstances and Payment”.

  • Extenuating Circumstances means the inability to perform at an optimum level arising from one or more of the reasons set out in clause 6.1.

  • Exceptional Circumstances : shall mean one or more unavoidable circumstances, as determined by the ISO, that individually or collectively render as unavailable the data necessary for the ISO to perform an audit and review of a Market Party, pursuant to Section 23.4.5.6.2 of this Services Tariff. Exceptional Circumstances may include, but are not limited to: the inaccessibility of the physical facility; the inaccessibility of necessary documentation or other data; and the unavailability of information regarding the regulatory obligations with which the Market Party will be required to comply in order to return its Generator to service which regulatory obligations are not yet known but which will be made known by the applicable regulatory authority under existing laws and regulations provided that none of the above described circumstances are the result of delay or inaction by the Market Party. The magnitude of the repair cost, alone, shall not be an Exceptional Circumstance.

  • Termination Events means each of the events specified in Clause 10.3 of this Contract.

  • Exigent Circumstances means circumstances where collection or disclosure is urgently necessary, such that procedures that would otherwise be required cannot be followed.

  • Special Circumstances means either or both of the following:

  • Special Eurodollar Circumstance means the application or adoption after the Closing Date of any Law or interpretation, or any change therein or thereof, or any change in the interpretation or administration thereof by any Governmental Agency, central bank or comparable authority charged with the interpretation or administration thereof, or compliance by any Lender or its Eurodollar Lending Office with any request or directive (whether or not having the force of Law) of any such Governmental Agency, central bank or comparable authority.

  • Exigent Circumstance means a Covered Person either has a Condition that may seriously jeopardize his or her life, health, or ability to regain maximum function or is undergoing a current course of treatment using a non-Formulary medication. The request for an expedited review should include the following support:

  • Special Circumstance means an event where, in the opinion of the Bank acting reasonably and in good faith, an amendment or a change is made to a taxation act or regulation, to taxation practices, policies or administration, to the interpretation of a taxation act or regulation or taxation practice, policy or administration; or an event occurs, now or in future, caused by circumstances beyond the control of the Bank making it illegal or disadvantageous, from a legislative or regulatory point-of-view, or disadvantageous, from a financial point- of-view, for the Bank to allow the Deposits of such series to remain outstanding. As provided hereunder, certain other extraordinary events affecting the underlying interest may be deemed to constitute a Special Circumstance and entitle the Bank to proceed with a Reimbursement Under Special Circumstances.

  • Extraordinary Circumstances means floods, snow, ice storms, tornadoes, earthquakes, or other

  • Aggravated circumstances means circumstances in which a parent:

  • Forbearance Termination Event has the meaning set forth in Section 3(a) hereto.

  • Uncontrollable Circumstance means any act, event or condition that is:

  • Change in Control Agreement means a written Change in Control Agreement between an employee and the Company or an Affiliate.

  • Financial Covenant Event of Default has the meaning specified in Section 8.01(b).

  • Specified Event of Default means an Event of Default under Section 7.01(a), (b), (h) or (i).

  • Event of Insolvency means, for any Person:

  • Deactivation Avoidable Cost Credit means the credit paid to Generation Owners pursuant to Tariff, Part V, section 114.

  • Early Termination Conditions means the types of conditions listed in Schedule A.

  • Event of Force Majeure means one of the following events:

  • Triggering Event of Default means (i) any Event of Default with respect to an obligation of the Mortgage Loan Borrower to pay money due under the Mortgage Loan or (ii) any non-monetary Event of Default as a result of which the Mortgage Loan becomes a Specially Serviced Mortgage Loan (which, for clarification, shall not include any imminent Event of Default (i.e., subclause (vii) of the definition of Special Servicing Loan Event)).

  • Event of Withdrawal has the meaning assigned to such term in Section 11.1(a).

  • Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

  • Relevant Potential Change of Control Announcement means any public announcement or statement by the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs.

  • Default under Specified Transaction provisions of Section 5(a)(v) will not apply to Party A and will not apply to Party B.

  • Specified Event has the meaning given to such term in the definition of “Consolidated EBITDA.”