Termination

Termination. Or "Terminated" means, for purposes of this Plan with respect to a Participant, that the Participant has for any reason ceased to provide services as an employee, officer, director, consultant, independent contractor, or advisor to the Company or a Parent or Subsidiary of the Company. An employee will not be deemed to have ceased to provide services in the case of (i) sick leave, (ii) military leave, or (iii) any other leave of absence approved by the Committee, provided, that such leave is for... a period of not more than 90 days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute or unless provided otherwise pursuant to formal policy adopted from time to time by the Company and issued and promulgated to employees in writing. In the case of any employee on an approved leave of absence, the Committee may make such provisions respecting suspension of vesting of the Award while on leave from the employ of the Company or a Subsidiary as it may deem appropriate, except that in no event may an Option be exercised after the expiration of the term set forth in the Option agreement. The Committee will have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant ceased to provide services (the "Termination Date"). View More

Termination. Means the termination of a Participant's employment or service, as applicable, with the Service Recipient for any reason (including death or Disability).

Termination. Termination of Executive's employment either: (i) by the Employer or its successor, as the case may be, other than a Termination for Cause or any termination as a result of death or Disability; or (ii) by Executive for Good Reason.

Termination. The ending of the Term for any reason before expiration, as defined in this Section.

Termination. A termination of employment of the Executive by the Company without Cause. Notwithstanding anything to the contrary herein, a "Termination" shall not include termination of the employment of Executive in connection with a merger, reorganization, sale of the Company's business, assets or similar transaction, provided that the Executive is immediately rehired on comparable terms by the Company's successor entity. For the avoidance of doubt, a "Termination" shall not include a termination of... employment of the Executive (a) by the Company for Cause; or (b) by the Executive View More

Termination. A termination of the employment of Optionee by the Company and all of its Affiliates for any reason, other than Resignation or a Termination For Cause, including, but not limited to, permanent disability (as determined by the Committee in accordance with the Code after receipt of medical advice) or death.

Termination. Means a termination of Executive's employment with Company and all its ERISA Affiliates for any reason, provided that such termination of employment qualifies as a separation from service for purposes of Code Section 409A and the default rules of Treas. Reg. §l.409A-1(h).

Termination. Means the earliest to occur of the following: (i) The Executive is discharged by Arch Chemicals other than for Cause; (ii) The Executive (x) is determined by Arch Chemicals to have incurred a Disability, (y) retains such Disability status until the 29th month anniversary of the date that Arch Chemicals made such Disability determination and (z) continues to receive payments under the Arch Chemical disability plans until such 29th month anniversary, provided that the 29th month anniversary... date shall be the date of Termination for purposes of this Agreement; and (iii) The Executive terminates his or her employment in the event that: (1) Arch Chemicals requires the Executive to relocate the Executive's then office to an area that increases by more than 30 miles the commuting distance, on a 3 daily basis, from the Executive's then residence, except that prior to a Change in Control, a requirement to relocate the Executive's office to Arch Chemicals' corporate headquarters or Arch Chemical's offices in Atlanta, Georgia is not a basis for Termination; (2) Arch Chemicals reduces the Executive's base salary (in the event of a Change in Control, as in effect immediately prior to the Change in Control); (3) Arch Chemicals fails to continue in any material respect the Executive's participation in its benefit plans (including incentive compensation and stock options), both in terms of the amount of the benefits provided (other than due to Arch Chemicals' or a relevant operation's financial or stock price performance provided such performance is a relevant criterion under such plan) and the level of the Executive's participation relative to other participants as exists on the date hereof; provided that, with respect to annual and long term incentive compensation plans, the basis with which the amount of benefits and level of participation of the Executive shall be compared shall be the average benefit awarded to the Executive under the relevant plan during the three completed fiscal years immediately preceding the date of Termination; (4) Following a Change in Control, Arch Chemicals fails to substantially maintain its benefit plans as in effect at the time of the Change in Control, unless reasonably equivalent arrangements (embodied in an on-going substitute or alternative plan) have been made with respect to such plans; (5) Following a Change in Control, the Executive's duties, position or reporting responsibilities are materially diminished; or (6) A willful and material breach by Arch Chemicals of this Agreement or the Executive's offer letter dated July 2, 2010. Notwithstanding anything to the contrary contained herein, the Executive will not be entitled to terminate employment and receive the payments and benefits set forth in Sections 4 and 5 as the result of the occurrence of any event specified in the foregoing clause (iii) (each such event, "a Good Reason Event") unless, within 90 days following the occurrence of such event, the Executive provides written notice to Arch Chemicals of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Arch Chemicals will have 30 days from the receipt of such notice within which to cure (such period, the "Cure Period") the circumstances giving rise to the Good Reason Event. If, during the Cure Period, such event is remedied, then the Executive will not be permitted to terminate employment and receive the payments and benefits set forth in Sections 4 and 5 as a result of such Good Reason Event. If, at the end of the Cure Period, the Good Reason Event has not been remedied, the Executive will be entitled to terminate employment as a result of such Good Reason Event during the 45 day period that follows the end of the Cure Period. If the Executive terminates employment during such 45 day period, so long as the Executive delivered the written notice to Arch Chemicals of the occurrence of the Good Reason Event at any time prior to the expiration of this Agreement, for purposes of the payments, benefits and other entitlements set forth in 4 Sections 4 and 5 of this Agreement, the termination of the Executive's employment pursuant thereto shall be deemed to be a Termination before the expiration of this Agreement. If the Executive does not terminate employment during such 45 day period, the Executive will not be permitted to terminate employment and receive the payments and benefits set forth in Sections 4 and 5 as a result of such Good Reason Event. For purposes solely of clarification, it is understood that (i) if, in connection with the spinoff of an Arch Chemicals business or Arch Chemicals' assets as a separate public company to Arch Chemicals' shareholders, the Executive accepts employment with, and becomes employed at, the spunoff company or its affiliates, the termination of the Executive's employment with Arch Chemicals shall not be considered a "Termination" for purposes of this Agreement, provided that a Change in Control shall not have occurred prior to the termination of the Executive's employment with Arch Chemicals and (ii) in connection with the sale of an Arch Chemicals business to a third party or the transfer or sale of an Arch Chemicals business or Arch Chemicals' assets to a joint venture to be owned directly or indirectly by Arch Chemicals with one or more third parties, if the Executive accepts employment with, and becomes employed by, such buyer or its affiliates or such joint venture or its affiliates in connection with such transaction, such cessation of employment with Arch Chemicals shall not be considered a "Termination" for purposes of this Agreement. 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Termination. Means the termination of a Participant's employment or service, as applicable, with the Employer; provided, however, that, if so determined by the Committee at the time of any change in status in relation to the Employer (e.g., a Participant ceases to be an employee and begins providing services as a consultant, or vice versa), such change in status will not be deemed to be a Termination hereunder. Unless otherwise determined by the Committee, in the event that any Employer ceases to be a... member of the Company Group (by reason of sale, divesture, spin-off or other similar transaction), unless a Participant's employment or service is transferred to another entity that would constitute an Employer immediately following such transaction, such Participant shall be deemed to have suffered a Termination hereunder as of the date of the consummation of such transaction. View More

Termination. Means resignation or discharge from employment with Constellation Energy or any of its Subsidiaries except in the event of death, Disability, Retirement or Early Retirement.