Qualifying Change in Control Termination

Qualifying Change in Control Termination. A Participant's Termination by the Employer without Cause (and other than as a result of the Participant's death or during the Participant's Disability) or by the Participant as a result of a Constructive Termination, in each case, within the period beginning 90 days prior to the consummation of a Change in Control and ending on the second anniversary of the date of such Change in Control; provided, however, it shall not be considered a Qualifying Change in Control Termination if: (i) such... Participant's Termination upon the expiration of a leave of absence by reason of the Participant's failure to return to work at such time; (ii) such Participant's Termination in connection with an Asset Sale, but only if the Committee determines in its sole discretion that, in connection with such Asset Sale, either (A) such Participant was offered employment with the purchaser (or an affiliate thereof) (x) in a position of comparable authority and duties, (y) at the same or greater Base Salary and Target Bonus Amount opportunity, and (z) on terms that included an offer to assume the Company's severance obligations contained herein, or (B) such Participant voluntarily elected not to participate in the purchaser's selection process for employment with the purchaser (or affiliate thereof) following such Asset Sale; or (iii) prior to the Participant's Termination, the Participant has delivered written notice of the Participant's intent to voluntarily resign under circumstances that constitute a retirement for the purposes of any Award granted under the Incentive Plans View More

Qualifying Change in Control Termination. A termination of employment as described in Section 3 below that occurs within the period beginning ninety (90) days prior to a Change in Control and ending on the second anniversary of such Change in Control.