Covered Termination

Covered Termination. Shall mean an Involuntary Termination without Cause or a Voluntary Termination for Good Reason, provided, that if such Involuntary Termination without Cause or Voluntary Termination for Good Reason is not coincident with Executive's "separation from service" within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder, then Executive's Covered Termination shall be the date of such separation from service and, provided... further, that a separation from service that takes place more than two (2) years following the initial existence of the condition giving rise to applicable Voluntary Termination for Good Reason shall not constitute a Covered Termination. View More

Covered Termination. Means an Involuntary Termination Without Cause or a Constructive Termination, either of which occurs within one (1) month prior to or within eighteen (18) months following the effective date of a Change in Control; provided, however, that clause (i) of Section 2(k) shall not apply prior to a Change in Control. Termination of service of a Participant due to death or disability shall not constitute a Covered Termination unless a voluntary termination of service by the Participant immediately... prior to the Participant's death or disability would have qualified as a Constructive Termination. View More

Covered Termination. For purposes of this Agreement, the term "Covered Termination" means any termination of the Executive's employment where the Termination Date is any date on or on or after a Change in Control of the Company (except as provided in 3 Section 2) and prior to the end of the Employment Period, and the termination constitutes a Separation from Service.

Covered Termination. Shall mean (i) a termination of the Executive's employment by the Company without Cause, (ii) the Executive's resignation of employment with the Company for Good Reason, or (iii) a termination of employment by reason of the Executive's death or Disability.

Covered Termination. Shall mean, within the period of 24 months immediately following a Change of Control, the Executive's employment (i) is terminated by the Company without Cause (other than on account of death or Disability), or (ii) terminates his employment with the Company for Good Reason. The Executive's employment shall not be deemed to have terminated for purposes of this Agreement merely because he ceases to be employed by the Company and becomes employed by a successor entity in connection with the... Change of Control, if the new employer expressly agrees to be bound by this Agreement as a successor to the company. Similarly, no Covered Termination shall be deemed to have occurred if, upon the occurrence of a Change of Control, the Executive ceases to be employed by the Company and does not accept an offer of employment made by the successor entity in connection with the Change of Control on terms and conditions which, if imposed by the Company, would not give the Executive a basis on which to terminate employment for Good Reason. View More

Covered Termination. Shall mean an Involuntary Termination Without Cause or a Voluntary Termination With Good Reason.

Covered Termination. (a) a termination of Participant's employment due to Participant's death or Disability, or (b) following a Change in Control, either a termination of Participant's employment by the Company (or any Subsidiary) for any reason other than Cause or the termination of Participant's employment by Participant for Good Reason (which must occur within 180 days following the existence of the condition giving rise to Good Reason). Notwithstanding anything herein to the contrary, to the extent that the... benefits provided hereunder constitute a deferral of compensation which is subject to Section 409A of the Code, the termination of Participant's employment shall not constitute a Covered Termination unless such termination constitutes a Separation from Service. View More

Covered Termination. The termination of Participant's employment or service with the Company by the Company for other than Cause or by the Participant for Good Reason that constitutes a "separation from service" within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder

Covered Termination. Means (i) a termination without Cause of the Executive's employment by the Company in anticipation of, in connection with, at the time of or within two years after a Change of Control or (ii) the Executive's resignation of employment with the Company for Good Reason arising in anticipation of, in connection with, at the time of or within two years after a Change of Control

Covered Termination. (b) Covered Termination. "Covered Termination" shall mean an Involuntary Termination without Cause or a Voluntary Termination for Good Reason that constitutes the Executive's Separation from Service.