Accelerated Vesting Upon Certain Terminations of Employment. If the Employee voluntarily terminates the Employment Agreement for any reason at any time subsequent to the third anniversary of the Closing, then the 15% tranche of the Shares for which the Restricted Period was scheduled to lapse on the fourth anniversary of the Closing shall no longer be subject to the Restricted Period and such Shares shall cease being Restricted Stock. For the avoidance of doubt, no accelerated vesting shall occur upon a termination due to retirement, death or Disability or a termination by Holding or any Subsidiary with or without Cause."
Accelerated Vesting Upon Certain Terminations of Employment. Notwithstanding Section 2(b)(1) above, in the event that the Participant’s employment as the full-time Chief Executive Officer of the Company is terminated by the Company without Cause, or the Participant terminates her position as full-time Chief Executive Officer of the Company for Good Reason, then the unvested portion of the RSU that would have otherwise vested during the six (6) month period following termination shall vest as of the date of termination. “Cause” and “Good Reason” are each defined in Annex 1 attached hereto.
Accelerated Vesting Upon Certain Terminations of Employment. (i) With respect to the Time-Based RSUs, if the Grantee’s employment is terminated prior to any applicable vesting date set forth in Section 2(a), (A) by the Employer for reasons other than Cause (as defined in this Agreement or the Grantee’s employment agreement, if applicable) or (B) if applicable, pursuant to the Grantee’s employment agreement, by the Grantee for good reason (as defined therein), the vesting of such Time-Based RSUs will immediately accelerate as of the date of such termination with respect to a portion of the unvested RSUs subject thereto in an amount equal to (A) the total number of Time-Based RSUs granted pursuant to this Agreement multiplied by a fraction, the numerator of which is the number of days the Grantee was employed from the Date of Grant to the date of such termination, and the denominator of which is the number of days from the Date of Grant to the next vesting date that is scheduled to occur (as set forth in Section 2(a)) following such termination, less (B) the number of Time-Based RSUs granted pursuant to this Agreement that vested prior to the date of such termination, if any. Upon such termination of the Grantee’s employment, any Time-Based RSUs awarded above the amount that becomes vested pursuant to this Section 3(b)(i) will be forfeited to the Company without payment of any consideration therefor.
Accelerated Vesting Upon Certain Terminations of Employment. To the extent that the Restricted Stock shall not have previously become vested pursuant to Section 2(b) above or been forfeited pursuant to Section 2(e) below, the Restricted Stock shall become fully vested upon the termination of the Grantee's employment with the Company prior to January 1, 2009 (the "Normal Vesting Date"): (i) due to the Grantee's death or Disability; (ii) by the Company other than for Cause; (iii) in a Constructive Termination Without Cause; or (iv) for any reason (including, without limitation, a voluntary termination by the Grantee) following or as a result of a Change of Control that is not a Change of Control described in Section 2(d). Any termination of the Grantee's employment with the Company (for any reason) occurring on or after the Normal Vesting Date shall have no impact on the vesting or forfeiture of the Restricted Stock.
Accelerated Vesting Upon Certain Terminations of Employment. In the event the Employee’s employment is terminated by Holding or any Subsidiary without Cause, or if the Employee terminates his employment with Holding or any Subsidiary for Good Reason (as such term is defined in the Employee’s employment agreement), at a time when Options have yet to vest, the Options scheduled to vest on the anniversary of the Grant Date next following the Employee’s termination without Cause or for Good Reason shall immediately vest at the date of the Employee’s termination of employment. For the avoidance of doubt, no accelerated vesting shall occur upon a termination due to Retirement, death or Disability.
Accelerated Vesting Upon Certain Terminations of Employment. If the Employee voluntarily terminates his employment with Holding or any Subsidiary for any reason at any time subsequent to the third anniversary of the Grant Date at a time when Options have yet to vest, then the Options scheduled to vest on the next anniversary of the Grant Date following such termination shall immediately vest at the date of such termination of employment. For the avoidance of doubt, no accelerated vesting shall occur upon a termination due to Retirement, death or Disability or a termination by Holding or any Subsidiary with or without Cause.
Accelerated Vesting Upon Certain Terminations of Employment. If the Grantee’s employment is terminated during the Restricted Period (i) by the Company for reasons other than Cause (as defined in Section 8(a) of this Agreement or the Grantee’s employment agreement, if applicable) or (ii) if applicable, pursuant to the Grantee’s employment agreement, by the Grantee for good reason, the Restricted Performance Stock will immediately vest in that number of shares that would vest based on actual performance measured as of the end of the month immediately prior to the month of such termination or, if later, as of [ ] (and extrapolated to the end of the Performance Period taking into account the length of the shortened performance period in comparison to the original [ ] year period) as certified by the Committee, pro rated for the number of days worked through the date of termination. For purposes of this Section 4(b), a termination by the Company for reasons other than Cause shall not include termination due to the death or disability of the Grantee. The number of shares awarded above the amount that becomes vested pursuant to this Section 4(b) will be forfeited.
