Termination Event

Termination Event. A "Termination Event" shall be deemed to have occurred if: (i) at any time: (A) the Company or any successor thereto (or an affiliate of the Company or any successor thereto) shall terminate Officer's employment for any reason other than for Cause; or (B) Officer shall voluntarily terminate his or her employment with the Company or any successor thereto (or an affiliate of the... Company or any successor thereto) for "Good Reason." For purposes of this Agreement, "Good Reason" shall mean any of the following (without Officer's express written consent): (1) A material change in the nature or scope of Officer's duties or responsibilities from those engaged in by Officer immediately prior to the date of this Agreement, unless such change is approved by Jack Hightower in his capacity, as of the date of such change, as Chairman of the Board and chief executive officer of the Company; (2) Any removal of Officer from, or any failure to reelect or to reappoint Officer to, the office of Executive Vice President; (3) A reduction in Officer's annual base salary from that provided to him or her immediately prior to the date of this Agreement, unless (x) such reduction is part of an annual base salary reduction that -6- applies to all officers of the Company and (y) such reduction is equal or less than, on a percentage basis, to the percentage reduction in annual base salary of each of the other officers of the Company; (4) A material diminution in Officer's eligibility to participate in or in the benefits provided to Officer under any bonus, stock option or other incentive compensation plans or employee welfare and pension benefit plans (including medical, dental, life insurance, retirement and long-term disability plans) from that provided to him or her immediately prior to the date of this Agreement; (5) Any required relocation of Officer outside of Texas (including any required business travel in excess of the greater of 90 days per year or the level of business travel of Officer for the year prior to the date of this Agreement); (6) Officer and the Company, or any successor thereto, shall fail to reach an agreement on or prior to the date of closing of a transaction that constitutes a Company Change of Control or Unocal Change of Control as to the terms of Officer's employment following such Change of Control, which terms are acceptable to Officer in his or her sole discretion; or (7) Union Oil, together with all "affiliates" and "associates" (as such terms are defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of such person (as well as any "Person" or "group" as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), shall become the "beneficial owner" or "beneficial owners" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of the Company representing in the aggregate 85% or more of either the then outstanding shares of common stock of the Company or the Voting Securities of the Company. View More

Termination Event. Any of the following: (i) the sale of all or substantially all of the assets of the Corporation; (ii) the merger or consolidation of the Corporation as a result of which the Corporation's stockholders shall own less than a majority of the outstanding voting capital stock of the surviving Corporation; (iii) the dissolution or liquidation of the Corporation; or (iv) the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act, as... amended, covering the offer and sale of common stock for the account of the Corporation. View More

Termination Event. Means the occurrence of any of the following events: (i) a meaningful and detrimental alteration in your position, titles, or the nature of your responsibilities as in effect on the date hereof; (ii) a change in person or persons to whom you report from Mark Wimer to any other person; (iii) a material breach by the Company of the provisions of this Agreement; (iv) the conversion of the Chapter 11 case to... a case under chapter 7 of the Bankruptcy Code; 2 (v) the appointment of a trustee under section 1104 of the Bankruptcy Code; or (vi) December 31, 2001. provided, however, that an event described above in clause (i), (ii), or (iii) shall not constitute a Termination Event unless it is communicated by you to the Company in writing and is not corrected by the Company in a manner which is reasonably satisfactory to you (including full retroactive correction with respect to any monetary matter) within 10 days of the Company's receipt of such written notice from you. View More

Termination Event. Means any of the following events: ----------------- (i) the Calculated Percentage of the Investor and the Holder Affiliates shall cease to be at least 5%; or (ii) the Investor or an Affiliate of the Investor shall have acquired Control of an entity, or substantially all of the assets of an entity, or shall have entered into a distribution agreement with an entity, in each case with the purpose of selling to customers or potential... customers of the Company products or services of the kind sold by the Company ("Competitive ----------- Products") and, after consultation with the Investor, the Board of -------- Directors of the Company shall have determined, in its good faith judgment, that such action is materially adverse to the Company; provided, however, -------- ------- that distribution by the Investor or its Affiliates of a small volume of Competitive Products outside North America for the purpose of meeting unique local requirements shall not be deemed to be materially adverse to the Company; (iii) the Company shall have terminated the Commercial Agreements or Amendment 6 to the System Integrator Agreement, dated the date hereof, between the Company and Nokia Corporation ("Amendment 6") in accordance with the terms thereof, as a result of a breach by Investor that was not cured in accordance with the applicable Commercial Agreement or Amendment 6; or (iv) Investor fails to purchase the minimum levels of Internal Use Equipment as set forth in the Commercial Agreement or Amendment 6 or Investor's purchases fail to represent [*] and, after Investor has had an opportunity to consult with the Company, the Board of Directors of the Company shall have determined, in its good faith judgment, that notwithstanding any technology cooperation projects with Investor, it is no longer in the Company's best interest to have Investor's representative as a member of the Company's Board of Directors. View More

Termination Event. By deleting the reference to "April 30, 2002" contained therein and substituting "May 31, 2002" therefor.

Termination Event. Means (a) the occurrence with respect to any ERISA Plan of (i) a reportable event described in Sections 4043(b)(5) of ERISA or (ii) any other reportable event described in Section 4043 of ERISA other than a reportable event not subject to the provision for 30-day notice to the Pension Benefit Guaranty Corporation pursuant to a waiver by such corporation under Section 4043(a) of ERISA; (b) the 0 ... withdrawal of Borrower or any Affiliate of Borrower from any ERISA Plan during a plan year in which it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA; or (c) any event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any ERISA Plan. View More

Termination Event. (ii) February 9, 2001, unless each of Moody's and S&P shall have provided written confirmation to the Funding Agent that the ratings assigned by each of them to PARCO's commercial paper shall not be reduced or withdrawn

Termination Event. Shall mean the termination of Stockholder's service in the capacity of Service Provider for any reason whatsoever, regardless of the circumstances thereof, and including without limitation upon death, Disability, retirement or discharge or resignation for any reason, whether voluntary or involuntary.

Termination Event. The termination of a Participant's employment with the Company or an Affiliate for any reason, voluntarily or involuntarily, with or without Cause, including by reason of the Participant's death, Disability, or Retirement; provided, however, a Termination Event shall not be deemed to occur if there is a simultaneous reemployment or continuing employment of the Participant by the Company or any Affiliate, or, in the discretion of the Committee, the Participant's service is interrupted for any... approved leaves of absence. The Committee, in its discretion, shall determine the effect of all matters and questions relating to whether a Termination Event has occurred, including whether a particular leave of absence constitutes a Termination Event. View More

Termination Event. Means any event or condition which gives any person the right, either immediately or with notice or passage of time or both, to terminate or limit (in whole or in part) any Company Documents or any rights of the Company or any of its subsidiaries thereunder, including, without limitation, upon the occurrence of a change of control of the Company or other similar events.