Qualifying Separation Sample Clauses

A Qualifying Separation clause defines the specific circumstances under which an individual’s departure from a company or organization is considered a 'qualifying' event for certain contractual benefits or obligations. Typically, this clause outlines what types of separations—such as involuntary termination without cause, resignation for good reason, or retirement—meet the criteria, and may detail the resulting entitlements like severance pay, accelerated vesting, or continued benefits. Its core function is to clearly delineate which departures trigger special rights or protections, thereby reducing ambiguity and potential disputes over post-separation entitlements.
Qualifying Separation. If your Employment terminates prior to the Scheduled Vesting Date, but after the date that is six (6) months following the Grant Date: (A) for any reason other than a termination of Employment pursuant to Section 2(c)(i) (Termination of Employment due to Death) or Section 2(c)(vi) (Termination for Cause), and (B) as of the Date of Termination, either (I) you have attained age fifty-five (55) and have at least ten (10) years of Service with at least five (5) consecutive years of Service immediately before your Date of Termination or (II) you have attained age sixty-two (62) (a termination of Employment that satisfies the conditions set forth in clauses (A) and (B) above, a “Qualifying Separation”), then, subject to the terms of this Agreement, to the extent the PSUs are still outstanding, the PSUs shall remain outstanding and eligible to become vested on the Certification Date in accordance with Section 2(a) of this Agreement, based upon actual achievement relative to the Performance Goals during the Performance Period. For the avoidance of doubt, this Section 2(c)(iv) (Qualifying Separation) shall not apply if your Employment terminates on or prior to the date that is six (6) months following the Grant Date, as reflected in the records of the Corporation. If a termination of Employment satisfies the conditions set forth in Section 2(c)(iii) (Termination due to Specified Divestiture or Reduction in Force) and this Section 2(c)(iv) (Qualifying Separation), only this Section 2(c)(iv) (Qualifying Separation) shall apply. Notwithstanding the foregoing, you will be treated as having terminated Employment pursuant to Section 2(b) hereof (Termination of Employment – General) if, at any time prior to the Scheduled Vesting Date, the Corporation determines in its discretion that applying this Section 2(c)(iv) (Qualifying Separation), (1) to employees based on age at the time of termination of Employment and not to all employees may violate any law or public policy applicable to you and/or the PSUs (whether as applied to all holders of PSUs or only holders of PSUs in the jurisdiction where you are employed), or (2) in a particular case (or cases) is not advisable or appropriate or consistent with the intent of this Section 2(c)(iv).
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Qualifying Separation. If the Grantee incurs a Qualifying Separation prior to the Vesting Date, the Grantee will not forfeit the Performance Share Units upon such Qualifying Separation, and the Performance Share Units will continue to vest based on the attainment of the Performance Goals, except as otherwise provided in Section 4(c) (death) and 4(e) (Change in Control) below, and subject to Section 4(f) below. If the Grantee incurs a Termination of Employment on account of Disability or a Position Elimination (as defined in
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Qualifying Separation. Notwithstanding the foregoing provisions in Paragraph 3(b) and the vesting schedule on the cover page of this Agreement, in the event of the Optionee’s Qualifying Separation, the unvested Option will continue to vest and become exercisable as scheduled through the third anniversary of the Date of Grant, subject to Paragraph 3(h). The Option will be exercisable until the earlier of (i) the expiration of such Option, which is ten years after the Date of Grant, or (ii) four years following the date of the Optionee’s Qualifying Separation.
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Qualifying Separation. If your Employment terminates after the date that is six (6) months following the Grant Date: (1) for any reason other than a termination of Employment pursuant to Section 3(b) (Termination of Employment due to Death) or Section 3(f) (Termination for Cause); and (2) as of the Date of Termination, either (I) you have attained age fifty-five (55) and have at least ten (10) years of Service, with at least five (5) consecutive years of Service immediately before your Date of Termination, or (II) you have attained age sixty-two (62) (a termination of Employment that satisfies the conditions set forth in clauses (A) and (B) immediately above, a “Qualifying Separation”), then, to the extent the Option remains outstanding as of the date of your Qualifying Separation, and subject to the terms of this Agreement, the Option shall become vested and exercisable on the applicable Scheduled Vesting Date in accordance with the schedule set forth above (to the extent not already vested and exercisable) and shall remain exercisable until the Expiration Date. For the avoidance of doubt, this Section 3(d)(i) shall not apply if your Employment terminates on or prior to the date that is six (6) months following the Grant Date, as reflected in the records of the Corporation.
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Qualifying Separation. If Employee resigns for any reason prior to the Acceleration Date, Employee will not be entitled to any Severance Benefits or Vested Separation Benefits from the Company. If Employee is terminated or resigns for any reason following the Acceleration Date, and provided Employee has not, prior to the resignation or termination date, accepted the position as Chief Executive Officer of the Company (such a termination or resignation, a “Qualifying Separation”), then subject to Employee executing a Release, and allowing such Release to become effective not later than 60 days following Employee’s Separation from Service, Employee shall be entitled to receive the following severance benefits (the “Vested Separation Benefits”): (i) a lump-sum cash severance payment equal to 24 months of Employee’s then-current Base Salary, subject to applicable tax withholdings, paid on the 60th day following Employee’s Separation from Service, except as provided in Section 9(l) below; (ii) a lump-sum cash severance payment equal to 200% of Employee’s target Bonus for the year of termination, subject to applicable tax withholdings, paid on the 60th day following Employee’s Separation from Service, except as provided in Section 9(l) below; (iii) to the extent not previously amended, amendment of any time-based vesting equity awards granted as of the New Effective Date to provide for full acceleration of vesting and, with respect to any vested stock options granted as of the New Effective Date, extension of the Employee’s exercise period to the earlier of (A) the third anniversary of the termination of Employee’s continuous service (as defined under the applicable option award agreement) and (B) the original term of each such option (subject to any earlier termination in the event of a Corporate Transaction as provided under the applicable stock plan), but in no event will Employee’s options be exercisable beyond their original full term; and (iv) if Employee is participating in the Company’s employee group health insurance plans on the effective date of termination, and timely elects and remains eligible for continued coverage under COBRA, or, if applicable, state or local insurance laws, the Company shall pay to Employee, on the first day of each month, a cash payment equal to the applicable COBRA premiums for that month (including premiums for Employee and his eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (...
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Related to Qualifying Separation

  • Disability Separation A. An employee with permanent status may be separated from service when the Employer determines that the employee is unable to perform the essential functions of the employee’s position due to a mental, sensory, or physical disability, which cannot be reasonably accommodated. Determinations of disability may be made by the Employer based on an employee’s written request for disability separation or after obtaining a written statement from a licensed physician or licensed mental health professional. The Employer can require an employee to obtain a medical examination, at Employer expense, from a licensed physician or licensed mental health professional of the Employer’s choice. Evidence may be requested from the licensed physician or licensed mental health professional regarding the employee’s limitations. B. When the Employer has medical documentation of the employee’s disability and has determined that the employee cannot be reasonably accommodated in any available position for which they qualify, or the employee requests separation due to disability, the Employer may immediately separate the employee. C. The Employer will inform the employee in writing of the option to apply to return to employment prior to their separation due to disability. The Employer will provide assistance to individuals seeking reemployment under this Article for two (2) years. If reemployed, upon successful completion of the employee’s probationary period, the time between separation and reemployment will be treated as leave without pay and will not be considered a break in service. D. A disability separation is not a disciplinary action. Disability separation at the employee’s request is not subject to the grievance procedure in Article 30.

  • Sick Leave Separation Cash Out At the time of retirement from state service or at death, an eligible employee or the employee’s estate will receive cash for their compensable sick leave balance on a one (1) hour for four (4) hours basis. For the purposes of this Section, retirement will not include “vested out of service” employees who leave funds on deposit with the retirement system.

  • Qualifying Termination If the Executive is subject to a Qualifying Termination, then, subject to Sections 4, 9, and 10 below, Executive will be entitled to the following benefits:

  • The Separation Subject to the satisfaction or waiver (in accordance with the provisions of Section 4.3) of the conditions set forth in Section 4.3, each of MII and B&W will use commercially reasonable efforts to take, or cause to be taken, any actions, including the transfer of Assets and the assumption of Liabilities, necessary to effect the Separation on or prior to the Distribution Date. As of and after the Distribution Time, B&W and its Subsidiaries shall, as between the B&W Group and the MII Group, be responsible for all B&W Liabilities, regardless of when or where such B&W Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such B&W Liabilities are asserted or determined or whether asserted or determined prior to, at or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of statute or Law, fraud or misrepresentation, breach of contract or other theory, by any member of the MII Group or the B&W Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. As of and after the Distribution Time, MII and its Subsidiaries shall, as between the MII Group and the B&W Group, be responsible for all MII Liabilities, regardless of when or where such MII Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such MII Liabilities are asserted or determined or whether asserted or determined prior to, at or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of statute or Law, fraud or misrepresentation, breach of contract or other theory, by any member of the MII Group or the B&W Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. Subject to Section 3.8(f), each of MII and B&W agrees on behalf of itself and each of its Subsidiaries as of the Distribution Time that the provisions of the Tax Sharing Agreement shall exclusively govern the allocation of Assets and Liabilities related to Taxes.

  • Notice of Separation When an employee’s resignation is presumed in accordance with Section 27.2 above, the Employer will separate the employee by sending a separation notice to the employee by certified mail to the last known address of the employee. Such notice will include information regarding eligibility for continuation of medical benefits.