Qualifying Termination

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

Qualifying Termination. Means: (1) Termination of the Executive's employment by the Company or a Subsidiary during the Severance Period other than a termination: (A) because of the Executive's death; (B) because the Executive became permanently disabled within the meaning of, and began receiving disability benefits under, the Company or Subsidiary sponsored long-term disability plan in effect for, or applicable to, the Executive immediately prior to the Change-in-Control; or (C) for Cause; or (2) Termination of the... Executive's employment by the Executive during the Severance Period for Good Reason, regardless of whether any other reason, other than Cause, for the Executive's termination exists or has occurred, including other employment. View More

Qualifying Termination. Either (i) a termination of your employment by the Company or Parent without Cause or (ii) a termination of your employment with the Company or Parent by you for Good Reason. For the avoidance of doubt, a termination of your employment by the Company or Parent for Cause, a termination of your employment as a result of your death or disability or a termination of your employment by you without Good Reason shall not constitute a Qualifying Termination.

Qualifying Termination. (a) the involuntary termination of the Executive's employment with the Company and all its subsidiaries by the Company without Cause or (b) the Executive's resignation for Good Reason

Qualifying Termination. A termination of employment with the Corporation and all of its Subsidiaries after the date of the Change in Control and, at any time before the second anniversary of such Change in Control, that is either involuntary on the part of the Participant and does not result from his or her death or disability and is not for "Good Cause", or is voluntary and for "Good Reason."

Qualifying Termination. Shall mean a termination of the Employee's employment with the Company as described in Section 1 of this Agreement

Qualifying Termination. A termination of an Eligible Employee's employment by the Employer without Cause

Qualifying Termination. Your Separation from Service on account of (i) an involuntary termination by the Company without Cause or (ii) your voluntary resignation for Good Reason; provided, that such Good Reason must have occurred within six (6) months prior to, or six (6) months following, a Change in Control and provided further, that with respect to clauses (i) and (ii), such Separation from Service must occur within six (6) months prior to, or twenty-four (24) months following, a Change in Control.