Qualifying Termination

Qualifying Termination. The involuntary termination of the Employee's employment by the Company or the Successor Employer without Cause or the Employee's resignation with Material Adverse Reason.

Qualifying 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; provided, however, it shall not be considered a Qualifying 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 the... sale, transfer, or other disposition of assets or a business segment of the Company to any Person that is not an Affiliate of the Company, but only if the Committee determines in its sole discretion that, in connection with such sale, transfer, or other disposition, either (A) such Participant was offered employment with the purchaser (or an affiliate thereof) (x) in a position of comparable authority and duties to those as in effect immediately prior to such sale, transfer, or other disposition, and (y) at the same or greater Base Salary and Target Bonus Amount opportunity, as in effect immediately prior to such sale, transfer, or other disposition, 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 sale, transfer, or other disposition; 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 Termination. Shall mean termination of the Executive's employment by the Company without Cause (and not by reason of Executive's Disability or death) or by the Executive for Good Reason.

Qualifying Termination. A termination of employment resulting from (i) a termination by the Company of the Executive's employment for any reason other than Cause, death or Disability, or (ii) if within (12) months following a Change in Control, a voluntary resignation by the Executive of his or her employment for Good Reason (as defined in the Participation Agreement, if any such definition exists; provided that if such definition of Good Reason does not exist in such Participation Agreement for such Executive, then... part (ii) of this definition shall be disregarded). Termination due to Executive's death or Executive's Disability will in no event constitute a Qualifying Termination View More

Qualifying Termination. The termination of Participant's employment (i) by the Company for a reason other than Cause, (ii) by Participant for Good Reason, or (iii) due to Participant's death or Disability.

Qualifying Termination. Means a termination of your Continuous Service (as defined in the 2014 Plan) either (x) by the Company without Cause or (y) by you with Good Reason. Termination of Continuous Service due to your death or Disability (as defined in the 2014 Plan) will not constitute a Qualifying Termination. The "Reduced Amount" shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to... and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the "Reduction Method") that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the "Pro Rata Reduction Method"). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are "deferred compensation" within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. Unless you and the Company agree on an alternative accounting firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the change of control transaction triggering the Payment shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the change of control transaction, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to you and the Company within 15 calendar days after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by you or the Company) or such other time as requested by you or the Company. If you receive a Payment for which the Reduced Amount was determined pursuant to clause (x) of the first paragraph of this Section and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this Section so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section, you shall have no obligation to return any portion of the Payment pursuant to the preceding sentence. View More

Qualifying Termination. A termination of Executive's employment with Company (i) by Executive for Good Reason, or (ii) by the Company without Cause.

Qualifying Termination. The termination of a Participant's employment by his or her Employer due to layoff, redundancy or reorganization, as determined by the Plan Administrator in accordance with the Company's policies, unless the Participant receives an offer of employment from, or is transferred to another role with, the Company or an Affiliate contemporaneously therewith, and such offer of employment constitutes Comparable Employment, as determined by the Plan Administrator. For the avoidance of doubt, neither (i)... a termination of employment in connection with a Participant's death, disability, poor performance or misconduct (including, but not limited to, a breach of the Participant's duties or responsibilities, the commission of or conviction in connection with a felony or an act of fraud, embezzlement, theft or misrepresentation and any gross or willful misconduct, violation of law or violation of Company policy) or commission of an act that would prohibit the Participant from being employed by the Company or its Affiliates pursuant to the Federal Deposit Insurance Act of 1950 or other applicable law, as determined by the Plan Administrator, nor (ii) a termination of the Participant's employment in connection with a sale of the assets of the Company or an Affiliate if the Participant receives an offer of Comparable Employment from the acquiror shall constitute a "Qualifying Termination." In addition, if a Participant is given a notice of termination of employment by the Company that specifies a termination date and the Participant 2 terminates his or her employment prior to such date without the agreement of the Company, the termination of employment will not be considered a Qualifying Termination, even if such termination would otherwise have been considered a Qualifying Termination. View More

Qualifying Termination. Any termination of a Participant's employment with the Company or any Affiliate during a Change in Control Protection Period that is a "separation from service" (within the meaning of Section 409A and Treasury Regulation § 1.409A-1(h)(3) (or any successor regulations or guidance thereto)) thereof that does not result from any of the following: (1) death; (2) disability entitling the Participant to benefits under the Company's long-term disability plan; (3) involuntary termination for Cause; or... (4) resignation by the Participant, unless such resignation is for Good Reason View More

Qualifying Termination. The termination of an Executive's employment (1) by the Company without Cause, or (2) by the Executive for Good Reason