Qualifying Termination

Qualifying Termination. Means, except as otherwise provided by the Committee as set forth in the Award, the occurrence of either a termination of a Participant's employment by the Company without Cause or for Good Reason, in either case, occurring on or within the twelve (12) month period (or such other period specified in the applicable Award Agreement) following the consummation of a Change in Control.

Qualifying Termination. Means the occurrence of any one or more of the following: (xii) The Company's termination of Executive's employment other than for Cause within 24 months following a Change in Control; (xiii) Executive's voluntary termination of employment for Good Reason within 24 months following a Change in Control; (xiv) A successor of the Company fails to assume expressly the Company's entire obligations under this... Agreement prior to becoming such a successor as required by SECTION 12(a)(ii); or (xv) The Board's election not to renew the term of this Agreement as provided in SECTION 3 within 24 months following a Change in Control. A Qualifying Termination shall not include a termination of Executive's employment by reason of death, disability, Executive's voluntary termination other than for Good Reason or the Company's termination of Executive's employment for Cause. Notwithstanding the foregoing, if Executive's employment is terminated before a Change in Control and Executive can reasonably demonstrate that the termination by the Company or the actions constituting Good Reason for termination by the Executive were at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control who then effects a Change in Control, then the date of the Change in Control shall be deemed to be the date immediately prior to Executive's termination of employment. View More

Qualifying Termination. A termination of Executive's employment (i) by the Company other than for Cause or (ii) by Executive for Good Reason. Termination of Executive's employment on account of death (other than death after the delivery of a valid notice of termination without Cause or for Good Reason), Disability or Retirement shall not be treated as a Qualifying Termination.

Qualifying Termination. A "Retirement" (as such term is defined in that certain Retention Agreement, dated as of February 26, 2007 (the "Retention Agreement"), between Recipient and the Company) or any other termination of the Recipient's employment with the Company under the Retention Agreement other than a termination of employment described in Section 3(b) of the Retention Agreement.

Qualifying Termination. Either (a) a termination of Executive's employment by the Employer for any reason other than for Cause, (b) the Executive terminates his or her employment with the Employer for "Good Reason" (as defined in Section 3(l) above), or (c) the Executive dies

Qualifying Termination. The Termination of Employment within six (6) months prior to 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", which shall mean misappropriation of funds, habitual insobriety, substance abuse, conviction of a crime involving moral turpitude, or gross negligence in the performance of duties, which gross... negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of the Company and its Subsidiaries taken as a whole or, where the Executive's professional efforts are principally on behalf of a single Subsidiary of the Company, a material adverse effect on the business, operations, assets, properties or financial condition of such Subsidiary; or (ii) initiated by the Executive upon or within six months of one or more of the following events if the Executive has given the Company notice of such event(s) and the Company has not cured such event(s) within thirty days of such notice: (A) any failure of the Company to comply with and satisfy any of the conditions of this Agreement; (B) any change resulting in a significant reduction by the Company of the authority, duties or responsibilities of the Executive; (C) any removal by the Company of the Executive from the employment grade, compensation level or officer positions which the Executive holds as of the effective date hereof, except in connection with promotions to a higher office; (D) the requirement that the Executive undertake business travel (or commuting in excess of fifty (50) miles each way) to an extent substantially greater than is reasonable and customary for the position the Executive holds; or 3 (E) any failure of the Company to obtain an agreement from any successor of the Company to perform this Agreement in accordance with Section 14 hereof. View More

Qualifying Termination. Means the termination of your employment before the Retention Date (i) by the Company for a reason other than Cause, or (ii) due to your death or Disability if, and only if, in the case of any such termination, other than in the case of your death, you execute the Release, and such Release becomes irrevocable within 60 days of your termination, in which case the effective date of the Qualifying Termination will be deemed to have occurred on your date of termination. For the sake of clarity, a... termination of employment (other than in the case of death) will not be a Qualifying Termination if you do not execute, or if you revoke, the Release, in which case you will be required to repay the Retention Bonus within ten (10) business days after the expiration of the 60-day period. View More

Qualifying Termination. Either (i) an Involuntary Termination Without Cause, or (ii) a Constructive Termination. Termination of employment of a Participant due to death or disability will not constitute a Qualifying Termination

Qualifying Termination. Participant's employment or service with the Company or its Affiliates is terminated due to (i) Participant's retirement with the approval of the Committee on or after reaching age 60, (ii) an involuntary termination of Participant by the Company for reasons other than Cause, or (iii) a termination by Participant for Good Reason.

Qualifying Termination. Means (i) if the Participant is party to an employment agreement with a "Good Reason" provision, termination of the Participant's employment by the Participant for Good Reason in accordance with the terms of such employment agreement or (ii) the Participant's termination of employment by the Company without Cause.