Separation from Service Other than in Connection With a Change in Control Sample Clauses

Separation from Service Other than in Connection With a Change in Control. Notwithstanding the provisions of Section 3(a), upon the separation from service of the Non-Employee Director for any reason prior to the Vesting Date, other than in connection with a Change in Control, the Restricted Stock Units awarded hereby shall become vested, non-forfeitable and payable on a prorated basis (rounded up to the nearest whole Restricted Stock Unit) based on the number of days that the Non-Employee Director served on the Board from ________, 20___, through the date of such separation. The balance of the Restricted Stock Units awarded hereby shall be immediately forfeited upon the separation from service. Payment of the vested Restricted Stock Units shall be made in the form of Common Shares no later than two and one half months following the date of the separation from service, unless otherwise provided in a timely executed deferral agreement.
Sample 1
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Separation from Service Other than in Connection With a Change in Control. Notwithstanding the provisions of Section 3(a), upon the separation from service of the Non-Employee Director on the Board for any reason prior to the Vesting Date, other than in connection with a Change in Control, the Restricted Stock Units awarded hereby shall become vested, non-forfeitable and payable on a prorated basis (rounded up to the nearest whole Restricted Stock Unit) based on the number of days that the Non-Employee Director served on the Board from _____________, 20___, through the date of such separation. Payment of the Restricted Stock Units shall be made in the form of Common Shares no later than two and one half months following the date of the separation from service.
Sample 1

Related to Separation from Service Other than in Connection With a Change in Control

  • Termination of Employment in Connection with a Change in Control If the Executive’s employment is terminated either by the Company Without Cause (as defined in Section 6(d)) or by the Executive for Good Reason (as defined in Section 6(e)(ii)), in either case within the period commencing one month prior to and ending twelve months following a Change in Control, then, subject to Section 22 [Compliance with Section 409A], the Executive shall be entitled to the compensation and benefits set forth in Sections 8(e)(i)(a) through (e) (in addition to any other payments or benefits provided under this Agreement), provided that within sixty days following the Executive’s termination of employment (i) the Executive has executed and delivered the Release to the Company, and (ii) the Release has become irrevocable:

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • In Connection With a Change in Control If the Company (or its successor) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing three (3) months immediately prior to a Change in Control of the Company and ending eighteen (18) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 of this Agreement), the Executive shall receive the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:

  • Termination in Connection with Change in Control a. This Agreement terminates if it is not assumed by the successor corporation (or affiliate thereto) upon a Change in Control (as defined below).

  • Termination in Connection with a Change of Control If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company:

  • Termination without Cause or Resignation for Good Reason in Connection with a Change in Control If the Company terminates Executive’s employment with the Company without Cause (excluding death or Disability) or if Executive resigns from his or her employment for Good Reason, and, in each case, such termination date occurs during the Change in Control Period, then Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive the following:

  • Separation from Service A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination also constitutes a “Separation from Service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” “separation from service” or like terms shall mean Separation from Service.

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If the Company or its Affiliates terminate Executive’s employment with the Company or its Affiliates, respectively, without Cause or Executive resigns from such employment for Good Reason within twelve (12) months following a Change of Control, and Executive signs and does not revoke a separation agreement and release of claims with the Company (in a form acceptable to the Company), then Executive will receive the following severance from the Company:

  • Termination Related to a Change in Control The following provisions shall survive the expiration of the Term of this Agreement and the termination of Executive’s employment.

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