Acceleration of Certain Awards. To the extent not fully vested as of the Date of Termination, the Sign-On RSUs, Sign-On P-RSUs, and all Annual RSUs and Annual P-RSUs outstanding shall immediately vest in full. As to any P-RSUs, the modifier will be established as of the Date of Termination based on target performance as of the date Executive’s employment terminates (“Date of Termination”).
Acceleration of Certain Awards. If the Covered Transaction (whether or not there is an acquiring or surviving entity) is one in which there is no assumption, substitution or cash-out, then subject to Section 5(b) below, the delivery of any shares of Stock remaining deliverable under the Award will be accelerated and such shares will be delivered, prior to the Covered Transaction, on a basis that gives the Grantee a reasonable opportunity, as determined by the Administrator, following the delivery of the shares, to participate as a stockholder in the Covered Transaction; provided, that, to the extent acceleration of the Award would cause the Award to fail to satisfy the requirements of Section 409A, the Award shall not be accelerated and the Administrator in lieu thereof shall take such steps as are necessary to ensure that payment of the Award is made in a medium other than Stock and on terms that as nearly as possible, but taking into account adjustments required or permitted by the Plan, replicate the prior terms of the Award.
Acceleration of Certain Awards. Subject to Section 7(a)(5) below, the Administrator may provide that any Award requiring exercise will become exercisable, in full or in part, and/or that the delivery of any shares of Stock remaining deliverable under any outstanding Award of Stock Units (including Restricted Stock Units and Performance Awards to the extent consisting of Stock Units) will be accelerated, in full or in part, in each case on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Administrator, following the exercise of the Award or the delivery of the shares, as the case may be, to participate as a stockholder in the Covered Transaction.
Acceleration of Certain Awards. To the extent not fully vested as of the Date of Termination, the Renewal RSU, the Renewal P-RSU, all Annual RSUs and all Annual P-RSUs shall immediately vest in full and shall automatically be adjusted based on the modifier determined under Section 2(g) above.
Acceleration of Certain Awards. To the extent not fully vested as of the Date of Termination, (A) the Renewal RSUs and the Renewal P-RSUs and any Annual RSU granted following the Effective Date shall immediately vest in full, and (B) any Annual P-RSUs granted following the Effective Date will vest on a pro rata basis based on the number of days from the start of the applicable performance or vesting period until the Date of Termination divided by the total number of days in the applicable performance or vesting period. As to the Renewal P-RSUs and Annual P-RSUs granted following the Effective Date, the modifier will be established assuming that the applicable "target" performance has been achieved as of the Date of Termination. With respect to any annual equity awards granted prior to the Effective Date, to the extent not fully vested as of the Date of Termination, such awards will vest on a pro rata basis based on the number of days from the start of the applicable performance or vesting period until the Date of Termination divided by the total number of days in the applicable performance or vesting period, and the modifier for any performance-based awards will be established as of the Date of Termination based on actual performance as of the Date of Termination.
Acceleration of Certain Awards. To the extent not fully vested as of the Date of Termination, (A) the Sign-On RSUs, the Sign-On P-RSUs and the Annual RSUs shall immediately vest in full; and (B) any Annual P-RSUs will vest on a pro rata basis based on the number of days from the start of the applicable performance or vesting period until the Date of Termination divided by the total number of days in the applicable performance or vesting period. As to the Sign-On P-RSUs and Annual P-RSUs, the modifier will be established assuming that the applicable “target” performance has been achieved as of the Date of Termination. Notwithstanding the foregoing, in addition to the vesting of Sign-on P-RSUs and Annual P-RSUs at “target” upon termination without Cause or for Good Reason prior to a Change in Control, if the Executive’s termination of employment under this Section 3(b) occurs in anticipation of a Change in Control (as defined herein), and the modifier established in respect of any P-RSUs held by then actively employed senior executives of Seritage based on actual performance as of the Change in Control would result, if applied to each of the Sign-on RSUs and Annual P-RSUs, in a number of Sign-on P-RSUs and Annual P-RSUs vesting, as applicable, that is in excess of the number of Sign-on P-RSUs and Annual P-RSUs that actually vested on the Date of Termination based on “target” performance, the Executive shall receive from Seritage a payment in cash equal to the product of (A) the number of P-RSUs constituting such excess, multiplied by (B) the fair market value of a share of Seritage REIT common stock on the date of the consummation of the Change in Control based on the price paid in connection with the Change in Control. For purposes of this Section 3(b)(v), a termination of employment will be deemed to be “in anticipation of a Change in Control” if such termination (or Good Reason event giving rise to such termination) is effectuated by Seritage within the ninety (90) days immediately preceding the consummation of a Change in Control.
Acceleration of Certain Awards. To the extent not fully vested as of the Date of Termination, the Sign-On RSU, the Sign-On P-RSU, the Annual RSUs and the Annual P-RSUs shall immediately vest in full, with the modifier applicable to the Sign-On P-RSU and all Annual P-RSUs established assuming the actual performance has been achieved as of the Date of Termination, as determined by the Compensation Committee in good faith, taking into account, among other factors, the timing of the occurrence of the Change in Control in relation to the Outstanding P-RSUs’ applicable performance periods and the nature of the underlying performance metrics and targets.
Acceleration of Certain Awards. To the extent not fully vested as of the Date of Termination, the Sign-On Award shall immediately vest in full and Annual RSUs and Annual P-RSUs will vest on a pro rata basis based on the number of days from the start of the applicable performance or vesting period until the Date of Termination divided by the total number of days in the applicable performance or vesting period. As to any P-RSUs, the modifier will be established as of the Date of Termination based on actual performance as of the Date of Termination. Notwithstanding the foregoing, the Annual P-RSU grant for 2015 shall vest in full, not be pro-rated and shall equal no less than the amount set forth in Section 2(d) above.
