Covered Termination

Covered Termination. A termination of the Participant's employment by the Participant for Good Reason or by the Company or one of its Affiliates (or any successor to the Company or one of its Affiliates) without Cause.

Covered Termination. Executive's resignation for Good Reason or the termination of Executive's employment by the Company other than a Disability Termination or a termination for Cause that, in each case and to the extent necessary, constitutes a Separation from Service (as defined below).

Covered Termination. Means the termination of any Participant that occurs (i) involuntarily by the Company for reasons other than Cause, death or disability or (ii), only during a Change in Control Period, voluntarily by the Participant for Good Reason. For the avoidance of doubt, a termination shall not be considered a Covered Termination if a Participant voluntarily terminates his/her employment for any reason, including for Good Reason, outside of a Change in Control Period.

Covered Termination. A termination designated by the Plan Administrator as (i) a Change in Control Termination or (ii) solely for Covered Employees who are Executives, a Non-Change in Control Termination. The Plan Administrator shall determine whether a particular termination is a Change in Control Termination or a Non-Change in Control Termination, and may determine, based on the facts and circumstances, that a termination does not qualify as a Covered Termination. For the avoidance of doubt, any employee of the... Company who is not an Executive who experiences a Termination Without Cause or a Resignation for Good Reason in either case prior to or more than twelve (12) months after the closing of a Change in Control, shall not have experienced a Covered Termination and shall not be entitled to receive any payments or benefits under this Plan. View More

Covered Termination. A Covered Executive's Separation from Service that is designated by the Plan Administrator as (i) an Involuntary Termination or (ii) a Change of Control Termination. The Plan Administrator shall determine whether a particular Separation for Service is an Involuntary Termination or a Change of Control Termination, and may determine, based on the facts and circumstances, that a Separation from Service does not qualify as a Covered Termination

Covered Termination. An involuntary termination of the Executive's employment with the Company and its affiliates by the Company for a reason other than Cause or, on or after a Control Change Date, the Executive's resignation from employment with the Company and its affiliates with Good Reason. A cessation of the Executive's employment with the Company and its affiliates on account of the Executive's death or Disability is not a Covered Termination. A cessation of the Executive's employment with the Company and its... affiliates is not a Covered Termination if (i) such employment ends in connection with, or related to, a Transaction and (ii) the Executive accepts an offer of employment or becomes an employee or otherwise provides services to the Buyer View More

Covered Termination. If the Participant is a party to an Employment Agreement and the Employment Agreement provides for a definition of 'Termination Without Cause' and/or 'Resignation With Good Reason' (or substantially similar terms), the definition contained therein. If no Employment Agreement exists, or if such Employment Agreement exists but neither 'Termination Without Cause' nor 'Resignation With Good Reason' (or substantially similar terms) are defined therein, then Covered Termination shall mean a... termination of the Participant's employment by the Company without Cause. View More

Covered Termination. A termination designated by the Plan Administrator as (i) a Change in Control Termination or (ii) a Non-Change in Control Termination. The Plan Administrator shall determine whether a particular termination is a Change in Control Termination or a Non-Change in Control Termination, and may determine, based on the facts and circumstances, that a termination does not qualify as a Covered Termination.

Covered Termination. Shall mean a termination by the Company of the employee other than for Cause or by reason of the employee's death or Disability, or a resignation by the employee for Good Reason.

Covered Termination. An Involuntary Termination or a Participant's resignation for Good Reason, in either case, resulting in a Separation from Service