Qualifying Termination

Qualifying Termination. The occurrence, on or within twelve (12) months following the consummation of a Change of Control, of either (y) a termination of [Executive's/Employee's] employment by the Company without Cause (and for reasons other than death or Disability), or (z) a termination of [Executive's/Employee's] employment by Employee for Good Reason, and in either case such termination is a "separation from service" as defined in Treasury Regulations Section 1.409A-1(h)(1)(ii). The following events shall not... constitute a Qualifying Termination: (i) Employee resigns his or her employment with the Company for any reason that does not qualify as Good Reason at any time, including but not limited to [Executive's/Employee's] Retirement; or (ii) [Executive's/Employee's] employment is terminated for Cause, or due to death or Disability. View More

Qualifying Termination. An "Involuntary Termination Without Cause," provided that any such termination is a "separation from service" within the meaning of Treasury Regulation Section 1.409A-1(h).

Qualifying Termination. Means (i) the termination of the Employee's employment for any reason other than death, Due Cause (as defined below) or Disability (as defined below), (ii) a demotion of the Employee to a lesser position than the position held by the Employee immediately prior to the Change of Control, (iii) any decrease in the Employee's base salary, or (iv) any requirement that the Employee move his permanent resident outside the Houston, Texas and surrounding suburbs area.

Qualifying Termination. A termination of a Participant's employment within two (2) years following a Change of Control, in the case of Tier 1 Participants and, within one (1) year following a Change of Control, in the case of Tier 2 Participants, (i) by the Company other than for Cause, death or Disability or (ii) by the Participant for Good Reason

Qualifying Termination. The Executive's termination of employment with the Company or the Successor Entity either by the Company or the Successor Entity without Cause or by the Executive for Good Reason, in each case, on, or within twelve (12) months after, the effective date of a Change in Control. For the avoidance of doubt, in no event shall the Executive be deemed to have experienced a Qualifying Termination as a result of the Executive's death or Disability.

Qualifying Termination. A termination of the Executive's employment either (i) by the Company due to the Executive's death or Disability or other than for Cause, or (ii) by the Executive due to resignation for Good Reason.

Qualifying Termination. A termination of a Participant's employment with the Company either by the Participant for Good Reason or by the Company without Cause (excluding due to Participant's death or Disability).

Qualifying Termination. Shall mean a (i) Termination by Executive for Good Reason, or (ii) Termination by the Company without Cause, or (iii) Termination upon Death or Disability, as set forth in the Executive Employment Agreement. For avoidance of doubt, in the event of a Qualifying Termination and in order to qualify for the benefits hereunder related to a Qualifying Termination, you must (x) continue to comply with your obligations under your Proprietary Information and Inventions Agreement and the Executive... Employment Agreement, and (y) execute a release of employment related claims in a form to be provided by the Company (the "Release"), and such Release becomes irrevocable within 60 days of your termination. A termination of employment (other than in the case of death) will not be a Qualifying Termination if you do not comply with conditions (x) and (y) herein, or if you revoke the Release, in which case you will be required to repay the Cash Payment within ten (10) business days after the expiration of the 60-day period. View More

Qualifying Termination. The Termination of Employment within nine (9) months prior to a Change of Control or within three (3) years after a Change of Control either: (i) initiated by the Company for any reason other than (A) the Executive's continuous illness, injury or incapacity for a period of twelve (12) consecutive months or (B) for Cause; or (ii) initiated by the Executive for Good Reason.

Qualifying Termination. Means a termination of Executive's employment (i) by the Company other than for Cause; (ii) by Executive for Good Reason; or (iii) by Executive during the 90 day period after a Change in Control. Termination of Executive's employment on account of death, Disability or Retirement shall not be treated as a Qualifying Termination. In addition, in the event that Executive (i) is offered employment with a publicly traded subsidiary of the Company, (ii) accepts such offer, (iii) terminates employment... with the Company, and (iv) such publicly traded subsidiary does not provide Executive the benefits described in this Agreement, Executive shall be deemed to have terminated employment with the Company pursuant to a Qualifying Termination upon commencing such employment with the subsidiary and shall be entitled to the benefits described in this Agreement payable by reason of a Qualifying Termination. View More