Involuntary Termination

Example Definitions of "Involuntary Termination"
Involuntary Termination. Shall mean (i) without the Employee's express written consent, a significant reduction of the Employee's duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable or greater duties, position and responsibilities; (ii) without the Employee's express written consent, a substantial... 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) without the Employee's express written consent, a reduction by the Company of the Employee's base salary as in effect immediately prior to such reduction; (iv) without the Employee's express written consent, a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction, with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the imposition of a requirement for the relocation of the Employee to a facility or a location more than fifty (50) miles from the Employee's current work location; (vi) any purported termination of the Employee's employment by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 6 below. View More
Found in Molecular Templates, Inc. contract
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Involuntary Termination. Shall "Involuntary Termination" shall mean (i) without the Employee's express written consent, a the significant reduction of the Employee's duties, position duties authority or responsibilities relative to the Employee's duties, position authority or responsibilities as in effect immediately prior to such reduction, or the removal assignment to Employee of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable reduced duties, authority or ... class="diff-color-red">greater duties, position and responsibilities; (ii) without the Employee's express written consent, a substantial 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) without the Employee's express written consent, a reduction by the Company in the base salary of the Employee's base salary Employee as in effect immediately prior to such reduction; (iv) without the Employee's express written consent, a material reduction by the Company in the kind or level of employee benefits benefits, including bonuses, to which the Employee is was entitled immediately prior to such reduction, reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the imposition of a requirement for the relocation of the Employee to a facility or a location more than fifty (50) twenty-five (25) miles from the Employee's current work location; then present location, without the Employee's express written consent; (vi) any purported termination of the Employee's employment Employee by the Company which is not effected for Cause Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 6 below. 7(a) below; or (viii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee. View More
Found in Harmonic Inc. contract
Involuntary Termination. Shall mean (i) without the Employee's express written consent, a the significant reduction of the Employee's duties, position duties authority or responsibilities relative to the Employee's duties, position authority or responsibilities as in effect immediately prior to such reduction, or the removal assignment to Employee of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable reduced duties, authority or greater duties, position and... responsibilities; (ii) without the Employee's express written consent, a substantial 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) without the Employee's express written consent, a reduction by the Company in the base salary of the Employee's base salary Employee as in effect immediately prior to such reduction; (iv) without the Employee's express written consent, a material reduction by the Company in the kind or level of employee benefits benefits, including bonuses, to which the Employee is was entitled immediately prior to such reduction, reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the imposition of a requirement for the relocation of the Employee to a facility or a location more than fifty (50) twenty-five (25) miles from the Employee's current work location; then present location, without the Employee's express written consent; (vi) any purported termination of the Employee's employment Employee by the Company which is not effected for Cause Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 6 below. 7(a) below; or (viii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee. View More
Found in Harmonic Inc. contract
Involuntary Termination. Shall mean (i) without the Employee's express written consent, a the significant reduction of the Employee's duties, position duties authority or responsibilities relative to the Employee's duties, position authority or responsibilities as in effect immediately prior to such reduction, or the removal assignment to Employee of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable reduced duties, authority or greater duties, position and... responsibilities; (ii) without the Employee's express written consent, a substantial 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) without the Employee's express written consent, a reduction by the Company in the base salary of the Employee's base salary Employee as in effect immediately prior to such reduction; (iv) without the Employee's express written consent, a material reduction by the Company in the kind or level of employee benefits benefits, including bonuses, to which the Employee is was entitled immediately prior to such reduction, reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the imposition of a requirement for the relocation of the Employee to a facility or a location more than fifty (50) twenty-five (25) miles from the Employee's current work location; then present location, without the Employee's express written consent; (vi) any purported termination of the Employee's employment Employee by the Company which is not effected for Cause Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 6 below. 7(a) below; or (viii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee. View More
Found in Harmonic Inc. contract
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Involuntary Termination. A termination of your employment with the Company pursuant to either (i) a termination initiated by the Company without Cause, (ii) your resignation for Good Reason or (iii) due to "Redundancy" which shall mean the elimination by the Board of your role or position in the Company, and provided in any case (i), (ii) or (iii) 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 View More
Found in Mirati Therapeutics, Inc. contract
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Involuntary Termination. A For purposes of this Agreement, "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 or (iii) due to "Redundancy" which shall mean the elimination by the Board of your role or position in the Company, Reason, and provided in any either case (i), (ii) or (iii) 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. View More
Found in Longboard Pharmaceuticals, Inc. contract
Involuntary Termination. A For purposes of this Agreement, "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 or (iii) due to "Redundancy" which shall mean the elimination by the Board of your role or position in the Company, Reason, and provided in any either case (i), (ii) or (iii) 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. View More
Found in Design Therapeutics, Inc. contract
Involuntary Termination. A For purposes of this Agreement, "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 or (iii) due to "Redundancy" which shall mean the elimination by the Board of your role or position in the Company, Reason, and provided in any either case (i), (ii) or (iii) 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. View More
Found in Design Therapeutics, Inc. contract
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Involuntary Termination. The occurrence of either of the following events after a Change in Control, but on or before the first anniversary of such Change in Control: (i) termination by Company Group of the Employee's employment without Cause; or (ii) the Employee's Constructive Termination. "Involuntary Termination" shall not include any termination of the Employee's employment that is (1) for Cause, (2) a result of the Employee's death or Disability, or (3) a result of the Employee's voluntary resignation.
Found in SCICLONE PHARMACEUTICALS INC contract
Involuntary Termination. The occurrence of either of the following events after a Change in Control, but on or before the first anniversary of such Change in Control: (i) termination by Company Group of the Employee's employment without Cause; (ii) the Company Group proposes to the Employee to mutually agree to terminate the Employment Contract, and the Company Group and the Employee enter into a Mutual Termination Agreement; or (ii) (iii) the Employee's Constructive Termination. "Involuntary Termination" shall not... include any termination of the Employee's employment that is (1) for Cause, (2) a result of the Employee's death or Disability, or (3) a result of the Employee's voluntary resignation. View More
Found in SCICLONE PHARMACEUTICALS INC contract
Involuntary Termination. The occurrence of either of the following events after a Change in Control, but on or before the first anniversary of such Change in Control: (i) termination by Company Group of the Employee's employment without Cause; (ii) the Company Group proposes to the Employee to mutually agree to terminate the Employment Contract, and the Company Group and the Employee enter into a Mutual Termination Agreement; or (ii) (iii) the Employee's Constructive Termination. "Involuntary Termination" Involuntary... Termination shall not include any termination of the Employee's employment that is (1) for Cause, (2) a result of the Employee's death or Disability, or (3) a result of the Employee's voluntary resignation. View More
Found in SCICLONE PHARMACEUTICALS INC contract
Involuntary Termination. The Will mean the occurrence of either of the following events after a Change in Control, but on or before the first anniversary of such Change in Control: (i) termination by Company US Parent Group of the Employee's employment without Cause; or (ii) the Employee's Constructive Termination. Dismissal; provided, however, that "Involuntary Termination" shall will not include any termination of the Employee's employment that is (1) for Cause, (2) a result of the Employee's death or Disability, or... (3) a result of the Employee's voluntary resignation. View More
Found in SCICLONE PHARMACEUTICALS INC contract
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Involuntary Termination. The Company and its Affiliates have terminated the Employment of the Participant without Cause (and in the absence of the Participant's Disability).
Found in Blackstone Group L.P. contract
Involuntary Termination. The Company Partnership and its Affiliates have terminated the Employment of the Participant without Cause (and in the absence of the Participant's Disability). Disability)
Found in Blackstone Group L.P. contract
Involuntary Termination. The Company Partnership and its Affiliates have terminated the Employment of the Participant without Cause (and in the absence of the Participant's Disability).
Found in Blackstone Group L.P. contract
Involuntary Termination. The Company Shall mean Partnership and its Affiliates have terminated the Employment of the Participant without Cause (and in the absence of the Participant's Disability).
Found in Blackstone Group L.P. contract
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Involuntary Termination. The termination of a Participant's Continuous Service Status other than for (i) death, (ii) Disability or (iii) for Cause by the Company or a Parent, Subsidiary, Affiliate or successor thereto, as appropriate
Found in Cortexyme, Inc. contract
Involuntary Termination. The termination of a Participant's Continuous Service Status other than for (i) death, (ii) death or Disability or (iii) for Cause by the Company or a Subsidiary, Parent, Subsidiary, Affiliate or successor thereto, as appropriate
Found in Pinterest, Inc. contract
Involuntary Termination. The termination of a Participant's Continuous Service Status other than for (i) death, (ii) death or Disability or (iii) for Cause by the Company or a Subsidiary, Parent, Subsidiary, Affiliate or successor thereto, as appropriate
Found in Uber Technologies, Inc contract
Involuntary Termination. The termination of a Participant's Continuous Service Status other than for (i) death, (ii) death or Disability or (iii) for Cause by the Company or a Subsidiary, Parent, Subsidiary, Affiliate or successor thereto, as appropriate
Found in Progyny, Inc. contract
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Involuntary Termination. Shall mean without the Executive's express written consent any of the following, (i) a significant reduction of the Executive's duties, position or responsibilities relative to the Executive's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Executive from such position, duties and responsibilities; (ii) a substantial reduction of the facilities and perquisites (including, but not limited to, office space and location) available to the... Executive immediately prior to such reduction, excluding similar reductions applicable to the entire executive staff; (iii) a reduction by the Company of the Executive's base salary as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Executive is entitled immediately prior to such reduction with the result that the Executive's overall benefits package is significantly reduced; (v) without Executive's written consent, the relocation of the Executive to a facility or a location more than twenty-five (25) miles from the Company's then current location; (vi) a material breach by the Company of this Agreement or any other material agreement of the Company that is not corrected within fifteen (15) days after written notice from the Executive; (vii) any termination of the Executive by the Company which is not effected for Cause or any purported termination of the Executive by the Company which is effected for Cause but for which the grounds relied upon are not valid; or (viii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 7 below. View More
Found in IMAGEWARE SYSTEMS INC contract
Involuntary Termination. Shall mean Will mean, without the Executive's express written consent any of the following, consent, (i) a significant reduction of the Executive's duties, position or responsibilities relative to other than as contemplated by this Agreement and provided that in the context of a merger or acquisition of the Company (a "Merger") Executive's duties, position or and responsibilities in effect immediately prior will be deemed to not be significantly reduced if Executive retains reasonably... comparable duties, position and responsibilities with respect to the Company's pre-Merger business within such reduction, or the removal of the Executive from such position, duties and responsibilities; post-Merger Company; (ii) a substantial reduction of the facilities and perquisites (including, but not limited to, office space and location) available to the Executive immediately prior to such reduction, excluding similar reductions applicable to the entire executive staff; (iii) a significant reduction by the Company in the base salary or incentive compensation of the Executive's base salary Executive as in effect immediately prior to such reduction; (iv) (iii) a material reduction by the Company in the kind or level of employee benefits to which the Executive is entitled immediately prior to such reduction with the result that the Executive's overall benefits package is significantly reduced; (v) without Executive's written consent, (iv) the relocation of the Executive at the Company's direction to a facility or a location more than twenty-five (25) 40 miles from the Company's Executive's then current present location; (vi) a material breach by the Company of this Agreement or (v) any other material agreement of the Company that is not corrected within fifteen (15) days after written notice from the Executive; (vii) any purported termination of the Executive by the Company which is not effected for Cause or any purported termination of the Executive by the Company which is effected for Cause but for which the grounds relied upon are not valid; or (viii) the failure of all provided that Executive terminates his employment with the Company within ninety (90) days of any such event and gives written notice to obtain the assumption of Company that he is terminating his employment with the Company pursuant to an Involuntary Termination under this Agreement by any successors contemplated in Section 7 below. paragraph. View More
Found in ULTHERA INC contract
Involuntary Termination. Shall mean (i) without the Executive's express written consent consent, the assignment to the Executive of any of duties or the following, (i) a significant reduction of the Executive's duties, either of which results in a significant diminution in the Executive's position or responsibilities relative to with the Executive's duties, position or responsibilities Company in effect immediately prior to such reduction, assignment, or the removal of the Executive from such position, duties position... and responsibilities; (ii) without the Executive's express written consent, a substantial reduction reduction, without good business reasons, of the facilities and perquisites (including, but not limited to, (including office space and location) available to the Executive immediately prior to such reduction, excluding similar reductions applicable to the entire executive staff; reduction; (iii) a reduction by the Company in the Base Salary of the Executive's base salary Executive as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Executive is entitled immediately prior to such reduction with the result that the Executive's overall benefits package is significantly reduced; (v) without Executive's written consent, the relocation of the Executive to a facility or a location more than twenty-five (25) 25 miles from the Company's Executive's then current location; present location, without the Executive's express written consent; (vi) a material breach any termination of the Executive's employment by the Company of this Agreement or any other material agreement of the Company that is not corrected within fifteen (15) days after written notice from the Executive; (vii) any termination of the Executive by the Company which is not effected for Cause death, Disability or any purported termination of the Executive by the Company which is effected for Cause but for which the grounds relied upon are not valid; or (viii) Cause; (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated successor; (viii) any material breach by the Company of any material provision of this Agreement; (ix) any purported termination of the Executive's employment by the Company that is not effected pursuant to a notice of termination satisfying the requirements of paragraph 19 below, and for purposes of this Agreement, no such purported termination shall be effective; or (x) provision of notice of non-renewal or extension of the Employment Period as provided for in Section 7 below. paragraph 2 above. View More
Found in Plantronics Inc contract
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Involuntary Termination. Either (a) involuntary discharge by the Company for reasons other than Cause or (b) voluntary resignation following (i) a change in your position with the Company that materially reduces your level of authority or responsibility, (ii) a reduction in your base salary by more than 10% or (iii) receipt of notice that your principal workplace will be relocated more than 50 miles.
Found in MAXWELL TECHNOLOGIES INC contract
Involuntary Termination. Either (a) involuntary discharge by the Company for reasons other than Cause Cause, as defined below, or (b) voluntary resignation following (i) a change in your position with the Company that materially reduces your level of authority or responsibility, (ii) a reduction in your base salary by more than 10% or (iii) receipt of notice that your principal workplace will be relocated more than 50 30 miles.
Found in IMPERVA INC contract
Involuntary Termination. Either (a) involuntary discharge by the Company for reasons other than Cause or (b) voluntary resignation following (i) a change in your position with the Company that materially reduces your level of authority or responsibility, or (ii) a reduction in your base salary by more than 10% or (iii) receipt of notice that your principal workplace will be relocated more than 50 miles. 10%.
Found in Synacor, Inc. contract
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Involuntary Termination. A Separation resulting from either (i) the Executive's involuntary discharge by the Company for reasons other than Cause or (ii) the Executive's voluntary resignation for Good Reason.
Found in Vanda Pharmaceuticals Inc. contract
Involuntary Termination. A Separation resulting from either (i) the Executive's involuntary discharge by the Company for reasons other than Cause Cause, Executive's death or Permanent Disability or (ii) the Executive's voluntary resignation for Good Reason.
Found in Vanda Pharmaceuticals Inc. contract
Involuntary Termination. A Separation resulting from either (i) the Executive's Employee's involuntary discharge by the Company for reasons other than Cause or (ii) the Executive's Employee's voluntary resignation for Good Reason.
Found in Vanda Pharmaceuticals Inc. contract
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Involuntary Termination. Shall mean: (i) without Executive's express written consent, a material reduction in Executive's title, authority, duties or responsibilities or a material reduction in the title, authority, duties, or responsibilities of the supervisor to whom the service provider is required to report (ii) without Executive's express written consent, a reduction by the Company of Executive's base compensation of more than ten percent (10%), unless such reduction in base compensation is part of a general... reduction in compensation applicable to senior executives of the Company; (iii) without Executive's express written consent, the relocation of Executive's principal place of employment to a facility or a location more than fifty (50) miles from its then current location; (iv) any termination of Executive by the Company which is not effected for Cause; or (v) the failure of the Company to obtain the assumption of this Agreement or any other agreement between the Company and Executive by any successors contemplated in Section 7 below. A termination shall not be considered an "Involuntary Termination" unless Executive provides notice to the Company of the existence of the condition described in subsections (i), (ii), (iii) or (v) above within ninety (90) days of the initial existence of such condition, the Company fails to remedy the condition within thirty (30) days following the receipt of such notice, and Executive terminates employment within one-hundred eighty (180) days following the initial existence of such condition. A termination due to death or disability shall not be considered an Involuntary Termination. View More
Found in INPHI Corp contract
Involuntary Termination. Shall mean: (i) without Executive's express written consent, a material reduction in Executive's title, authority, duties or responsibilities relative to Executive's authority, duties or responsibilities prior to such reduction; provided, however, that for this purpose, Executive's authority, duties or responsibilities will not be deemed to be materially reduced if following a material reduction in Change of Control where the title, Company becomes part of another business, the Executive's... functional authority, duties, and responsibilities on a subsidiary or responsibilities of divisional level are similar to those before the supervisor to whom the service provider is required to report Change in Control; (ii) without Executive's express written consent, a material reduction by the Company of Executive's base compensation of more than ten percent (10%), unless such reduction in base compensation is part of a general reduction in compensation applicable to senior executives of the Company; compensation; (iii) without Executive's express written consent, the relocation of Executive's principal place of employment to a facility or a location more than fifty (50) thirty (30) miles from its then Executive's current location; (iv) any termination of Executive by the Company which is not effected for Cause; or (v) the failure of the Company to obtain the assumption of this Agreement or any other agreement between the Company and Executive by any successors contemplated in Section 7 below. A termination shall not be considered an "Involuntary Termination" unless Executive provides notice to the Company of the existence of the condition described in subsections (i), (ii), (iii) (ii) or (iii), or (v) above within ninety (90) days of the initial existence of such condition, and the Company fails to remedy the condition within thirty (30) days following the receipt of such notice, and Executive terminates employment within one-hundred eighty (180) days following the initial existence of such condition. notice. A termination due to death or disability shall not be considered an Involuntary Termination. View More
Found in SIGMA DESIGNS INC contract
Involuntary Termination. Shall mean: (i) without Executive's express written consent, a material reduction in Executive's title, authority, duties or responsibilities relative to Executive's title, authority, duties or responsibilities in effect immediately prior to the Change of Control or a material reduction in the title, authority, duties, or responsibilities of the supervisor to whom the service provider is required to report relative to the supervisor's title, authority, duties or responsibilities in effect... immediately prior to the Change of Control; 2 (ii) without Executive's express written consent, a reduction by the Company of Executive's base compensation of more than ten percent (10%), (10%) as in effect immediately prior to the Change of Control, unless such reduction in base compensation is part of a general reduction in compensation applicable to senior executives of the Company; (iii) without Executive's express written consent, the relocation of Executive's principal place of employment to a facility or a location more than fifty (50) miles from its then current location; location immediately prior to the Change of Control; (iv) any termination of Executive by the Company which is not effected for Cause; or (v) the failure of the Company to obtain the assumption of this Agreement or any other agreement between the Company and Executive by any successors contemplated in Section 7 below. A termination shall not be considered an "Involuntary Termination" unless Executive provides notice to the Company of the existence of the condition described in subsections (i), (ii), (iii) or (v) above within ninety (90) days of the initial existence of such condition, the Company fails to remedy the condition within thirty (30) days following the receipt of such notice, and Executive terminates employment within one-hundred eighty (180) days following the initial existence of such condition. A termination due to death or disability shall not be considered an Involuntary Termination. View More
Found in INPHI Corp contract
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Involuntary Termination. Shall mean: (i) in the context of a Change in Control, a material reduction of the Executive's duties or responsibilities (other than for Cause or as a result of death or Disability); other than in the context of a Change in Control, service in a capacity below that of an Executive Vice President of the Company (other than for Cause or as a result of death or Disability); (ii) a material reduction in the Executive's Base Compensation and benefits package, other than a reduction in Base... Compensation which is part of, and generally consistent with, a general reduction of salaries of all executive officers of the Company and of any party acquiring control of the Company in a Change in Control, or other than a change in Executive's benefits package that continues to provide Executive with comparable benefits to those enjoyed prior to the change; (iii) a material reduction by the Company in the Executive's current Target Total Direct Compensation, other than: (A) any such reduction applicable to all executive officers of the Company and any party acquiring control of the Company in a Change in Control generally, or (B) unless in connection with a Change in Control, in which case this clause (B) shall not apply, any such reduction that is based on a good faith market review of executive compensation conditions and levels (for similar positions in comparable companies) conducted in accordance with the normal compensation evaluation process applicable to executive officers of the Company generally. For purposes of the foregoing, Target Total Direct Compensation means current annual Base Compensation (determined in the same manner as in Section 7(c)(ii)) plus current annual benefits plus current annual target amounts under the Combined Plans, and to the extent that Target Direct Compensation includes equity awards, the value of such equity shall be determined at the time of grant based on the total stock compensation expense (FAS 123R) associated with that award; (iv) the relocation of the Company's principal executive office to a location more than fifty (50) miles from its present location but only if the Executive is required to change his principal place of employment to such new location; (v) any termination of the Executive's employment by or at the request of the Company other than for Cause, Disability or death; (vi) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 8 below; or (vii) any material breach by the Company of any material provision of this Agreement; subject to the following: (A) None of the foregoing actions shall constitute Involuntary Termination if the Executive has agreed thereto. (B) The CEO providing notice of the Company's intent not to enter into, renew or extend this Agreement pursuant to Section 2(b) hereof shall not be considered an Involuntary Termination (although any of the foregoing actions which occurs after the CEO provides notice of the Company's intent not to enter into, renew or extend this Agreement may constitute an Involuntary Termination). (C) Except with respect to an event described in Section 7(c)(v), the foregoing actions shall constitute Involuntary Termination only if and to the extent that (x) within 90 days of the occurrence of the events giving rise to an Involuntary Termination, the Executive provides written notice to the Company setting forth in reasonable detail such facts which Executive believes constitute Involuntary Termination, (y) any circumstances constituting Involuntary Termination remain uncured for a period of thirty (30) days following the Company's receipt of such written notice, and (z) the Termination Date occurs within one hundred and eighty (180) days following the initial existence of the event giving rise to an Involuntary Termination. View More
Found in Lam Research contract
Involuntary Termination. Shall mean: (i) in the context of a Change in Control, a material reduction of the Executive's duties or responsibilities (other than for Cause or as a result of death or Disability); other than in the context of a Change in Control, service in a capacity below that of an Executive Vice President of the Company (other than for Cause or as a result of death or Disability); (ii) a material reduction in the Executive's Base Compensation base salary and benefits package, other than a reduction in ... class="diff-color-red">Base Compensation base salary which is part of, and generally consistent with, a general reduction of salaries of all executive officers of the Company and of any party acquiring control of the Company in a Change in Control, or other than a change in Executive's benefits package that continues to provide Executive with comparable benefits to those enjoyed prior to the change; (iii) a material reduction by the Company in the Executive's current Target Total Direct Compensation, other than: (A) than any such reduction applicable to all executive officers of the Company and any party acquiring control of the Company in a Change in Control generally, or (B) unless in connection with a Change in Control, in which case this clause (B) shall not apply, any such reduction that is based on a good faith market review of executive compensation conditions and levels (for similar positions in comparable companies) conducted in accordance with the normal compensation evaluation process applicable to executive officers of the Company generally. For purposes of the foregoing, Target Total Direct Compensation means current annual Base Compensation base salary (determined in the same manner as in Section 7(c)(ii)) 5(c)(ii)) plus current annual benefits plus current annual target amounts under the Combined Plans, and to the extent that Target Direct Compensation includes equity awards, the value of such equity shall be determined at the time of grant based on the total stock compensation expense (FAS 123R) associated with that award; (iv) the relocation of the Company's principal executive office to a location more than fifty (50) miles from its present location but only if the Executive is required to change his Executive's principal place of employment to such new location; (v) any termination of the Executive's employment by or at the request of the Company other than for Cause, Disability or death; (vi) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 8 6 below; or (vii) any material breach by the Company of any material provision of this Agreement; subject to the following: (A) None of the foregoing actions shall constitute Involuntary Termination if the Executive has agreed thereto. (B) The CEO providing notice of the Company's intent not to enter into, renew or extend this Agreement pursuant to Section 2(b) hereof shall not be considered an Involuntary Termination (although any of the foregoing actions which occurs after the CEO provides notice of the Company's intent not to enter into, renew or extend this Agreement may constitute an Involuntary Termination). (C) Except with respect to an event described in Section 7(c)(v), 5(c)(v), the foregoing actions shall constitute Involuntary Termination only if and to the extent that (x) within 90 days of the occurrence of the events giving rise to an Involuntary Termination, the Executive provides written notice to the Company setting forth in reasonable detail such facts which Executive believes constitute Involuntary Termination, (y) any circumstances constituting Involuntary Termination remain uncured for a period of thirty (30) days following the Company's receipt of such written notice, and (z) the Termination Date occurs within one hundred and eighty (180) days following the initial existence of the event giving rise to an Involuntary Termination. View More
Found in Lam Research contract
Involuntary Termination. Shall mean: (i) in the context of a Change in Control, a material reduction of the Executive's Vice Chairman's duties or responsibilities (other than for Cause or as a result of death or Disability); other than in the context of a Change in Control, service in a capacity below that of an Executive Vice President of the Company Chairman (other than for Cause or as a result of death or Disability); (ii) a material reduction in the Executive's Vice Chairman's Base Compensation and benefits... package, other than a reduction in Base Compensation which is part of, and generally consistent with, a general reduction of salaries of all executive officers of the Company and of any party acquiring control of the Company in a Change in Control, or other than a change in Executive's Vice Chairman's benefits package that continues to provide Executive Vice Chairman with comparable benefits to those enjoyed prior to the change; (iii) a material reduction by the Company in the Executive's Vice Chairman's current Target Total Direct Compensation, other than: (A) any such reduction applicable to all executive officers of the Company and any party acquiring control of the Company in a Change in Control generally, (B) any such reduction resulting from a drop in the Company's stock price or (B) (C) unless in connection with a Change in Control, in which case this clause (B) (C) shall not apply, any such reduction that is based on a good faith market review of executive compensation conditions and levels (for similar positions in comparable companies) conducted in accordance with the normal compensation evaluation process applicable to executive officers of the Company generally. For purposes of the foregoing, Target Total Direct Compensation means current annual Base Compensation (determined in the same manner as in Section 7(c)(ii)) plus current annual benefits plus current annual target amounts under and the Combined Plans, 2011/2012 Long-Term Incentive Plan, if unpaid), and to the extent that Target Direct Compensation includes equity awards, the value of such equity shall be determined at the time of grant based on the total stock compensation expense (FAS 123R) (under U.S. generally accepted accounting principles) associated with that award; (iv) the relocation of the Company's principal executive office to a location more than fifty (50) miles from its present location but only if the Executive Vice Chairman is required to change his principal place of employment to such new location; (v) any termination of the Executive's Vice Chairman's employment by or at the request of the Company other than for Cause, Disability or death; (vi) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 8 below; or (vii) any material breach by the Company of any material provision of this Agreement; subject to the following: (A) None of the foregoing actions shall constitute Involuntary Termination if the Executive Vice Chairman has agreed thereto. (B) The CEO Board providing notice of the Company's its intent not to enter into, renew or extend this Agreement pursuant to Section 2(b) hereof shall not be considered an Involuntary Termination (although any of the foregoing actions which occurs after the CEO Board provides notice of the Company's its intent not to enter into, renew or extend this Agreement may constitute an Involuntary Termination). (C) Except with respect to an event described in Section 7(c)(v), the foregoing actions shall constitute Involuntary Termination only if and to the extent that (x) within 90 days of the occurrence of the events giving rise to an Involuntary Termination, the Executive Vice Chairman provides written notice to the Company setting forth in reasonable detail such facts which Executive Vice Chairman believes constitute Involuntary Termination, (y) any circumstances constituting Involuntary Termination remain uncured for a period of thirty (30) days following the Company's receipt of such written notice, and (z) the Termination Date occurs within one hundred and eighty (180) days following the initial existence of the event giving rise to an Involuntary Termination. View More
Found in Lam Research contract
Involuntary Termination. Shall mean: (i) in the context of a Change in Control, a material reduction of the Executive's duties or responsibilities (other than for Cause or as a result of death or Disability); other than in the context of a Change in Control, service in a capacity below that of an Executive Vice President of the Company (other than for Cause or as a result of death or Disability); (ii) a material reduction in the Executive's Base Compensation base salary and benefits package, other than a reduction in ... class="diff-color-red">Base Compensation base salary which is part of, and generally consistent with, a general reduction of salaries of all executive officers of the Company and of any party acquiring control of the Company in a Change in Control, or other than a change in Executive's benefits package that continues to provide Executive with comparable benefits to those enjoyed prior to the change; (iii) a material reduction by the Company in the Executive's current Target Total Direct Compensation, other than: (A) than any such reduction applicable to all executive officers of the Company and any party acquiring control of the Company in a Change in Control generally, or (B) unless in connection with a Change in Control, in which case this clause (B) shall not apply, any such reduction that is based on a good faith market review of executive compensation conditions and levels (for similar positions in comparable companies) conducted in accordance with the normal compensation evaluation process applicable to executive officers of the Company generally. For purposes of the foregoing, Target Total Direct Compensation means current annual Base Compensation base salary (determined in the same manner as in Section 7(c)(ii)) 5(c)(ii)) plus current annual benefits plus current annual target amounts under the Combined Plans, and to the extent that Target Direct Compensation includes equity awards, the value of such equity shall be determined at the time of grant based on the total stock compensation expense (FAS 123R) associated with that award; (iv) the relocation of the Company's principal executive office to a location more than fifty (50) miles from its present location but only if the Executive is required to change his Executive's principal place of employment to such new location; (v) any termination of the Executive's employment by or at the request of the Company other than for Cause, Disability or death; (vi) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 8 6 below; or (vii) any material breach by the Company of any material provision of this Agreement; subject to the following: (A) None of the foregoing actions shall constitute Involuntary Termination if the Executive has agreed thereto. (B) The CEO providing notice of the Company's intent not to enter into, renew or extend this Agreement pursuant to Section 2(b) hereof shall not be considered an Involuntary Termination (although any of the foregoing actions which occurs after the CEO provides notice of the Company's intent not to enter into, renew or extend this Agreement may constitute an Involuntary Termination). (C) Except with respect to an event described in Section 7(c)(v), 5(c)(v), the foregoing actions shall constitute Involuntary Termination only if and to the extent that (x) within 90 days of the occurrence of the events giving rise to an Involuntary Termination, the Executive provides written notice to the Company setting forth in reasonable detail such facts which Executive believes constitute Involuntary Termination, (y) any circumstances constituting Involuntary Termination remain uncured for a period of thirty (30) days following the Company's receipt of such written notice, and (z) the Termination Date occurs within one hundred and eighty (180) days following the initial existence of the event giving rise to an Involuntary Termination. View More
Found in Lam Research contract
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