Authorized Retirement. Subject to the Release Condition, upon the Participant’s Authorized Retirement, such shares of Restricted Stock shall remain outstanding and eligible to cliff-vest at the end of the Performance Period, subject to the Participant’s compliance with the restrictive covenants provided in Section 3.2 herein; provided, that in the event that at any time from or after the Participant’s Authorized Retirement, the Company determines that the Restricted Stock has become subject to any applicable U.S. federal, state, local or other tax withholding obligations, (x) the Company shall withhold a number of shares of Restricted Stock with a Fair Market Value equal to such withholding liability (as determined in accordance with Section 2.6(b)(i) hereof), and (y) the number of shares of Restricted Stock that are not used to satisfy such withholding liability (the “Net Restricted Shares”) shall remain subject to the transfer restrictions set forth in Section 1.9 herein and subject to the Participant’s compliance with the restrictive covenants provided in Section 3.2 herein, in each case, until the end of the Performance Period.
Authorized Retirement. If the Executive’s employment with the Company terminates as a result of an Authorized Retirement, the Company shall provide the following “Authorized Retirement Severance Benefit” to the Executive, subject to Section 3 and 4.6:
Authorized Retirement. Subject to the Release Condition, upon the Participant’s Authorized Retirement, the Restricted Shares shall remain outstanding and eligible to vest in accordance with Section 3(a) hereof, subject to the Participant’s compliance with the restrictive covenants provided in Section 9 hereof; provided, that in the event that at any time from or after the Participant’s Authorized Retirement, the Company determines that the Restricted Shares have become subject to any applicable U.S. federal, state, local or other tax withholding obligations, (i) the Company shall withhold a number of Restricted Shares with a Fair Market Value equal to such withholding liability (as determined in accordance with Section 8(c) hereof), and (ii) the number of Restricted Shares that are not used to satisfy such withholding liability (the “Net Restricted Shares”) shall remain subject to the transfer restrictions set forth in Section 5 hereof and the Participant’s compliance with the restrictive covenants provided in Section 9 hereof, in each case, until the applicable Vesting Date. For purposes of clause (ii) of the preceding sentence, the percentage of Net Restricted Shares that shall vest on each Vesting Date following the Participant’s Authorized Retirement shall be determined pro rata.
Authorized Retirement. Notwithstanding anything contrary in this Agreement, if, on or prior to the applicable Vesting Date, the Participant’s employment is terminated due to an Authorized Retirement, subject to the Release Condition, each unvested RSU will be settled by the Company within 60 days following the Participant’s Authorized Retirement through the issuance of a restricted share of the Company’s common stock (the “Restricted Stock”), which shall remain forfeitable until the applicable Vesting Date. Notwithstanding the foregoing, in the event that at any time from or after the Participant’s Authorized Retirement, the Company determines that the Restricted Stock has become subject to any applicable U.S. federal, state, local or other tax withholding obligations, (1) the Company shall withhold a number of shares of Restricted Stock with a Fair Market Value equal to such withholding liability (as determined in accordance with Section 7 hereof), and (2) the number of shares of Restricted Stock that are not used to satisfy such withholding liability (the “Net Restricted Shares”) shall remain subject to the transfer restrictions set forth in Section 4 hereof and the Participant’s compliance with the restrictive covenants provided in Section 8 hereof, in each case, until the applicable Vesting Date. Notwithstanding anything in the Plan to the contrary, with respect to all Restricted Stock, the Participant shall be entitled to receive payment on the applicable payment date of all cash dividends declared by the Company. The Restricted Stock shall be evidenced in such manner as the Company may deem appropriate, including book-entry registration or issuance of one or more stock certificates. Any certificate or book-entry credit issued or entered in respect of the Restricted Stock shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to the Restricted Stock substantially in the following form: «Last_Name» Restricted Stock Unit Award Agreement [●], 2019 “The transferability of this certificate (if certificated) and the shares of stock represented hereby is subject to the terms and conditions (including forfeiture) of the Altra Industrial Motion Corp. 2014 Omnibus Incentive Plan and an Award Agreement between the Altra Industrial Motion Corp. and the stockholder, as well as the terms and conditions of applicable law. Copies of such Plan and Agreement are on file at the offices of Altra Ind...
Authorized Retirement. Pro-rata payout based on time elapsed and actual performance with respect to the Metric Criterion at the end of the Metric Based Award Performance Period (subject to compliance with restrictive covenants provided in Section 3.2 herein).
Authorized Retirement. (iii) Involuntary Termination of Service without Cause within 24 Months following a Change in Control (subject to the Recipient’s execution of a nonrevocable written release in the form provided by the Company or its successors and Recipient’s compliance with restrictive covenants provided in Section 3.2 herein).
Authorized Retirement. Pro-rata payout based on time elapsed and actual performance with respect to the Relative TSR Criterion at the end of the Shareholder Return Performance Period (subject to compliance with restrictive covenants provided in Section 3.2 herein).
Authorized Retirement. Prorated payout based on time elapsed and actual performance with respect to the Performance Criteria at the end of the Performance Period. Any portion that becomes vested pursuant to this Section 1.3(b)(ii) shall become payable on the regular payment date pursuant to Section 1.5(a) herein.
Authorized Retirement. If Employee’s termination of employment is due to an Authorized Retirement, the TSR Award shall vest at the greater of (i) the Target performance level in accordance with Exhibit A hereto, and (ii) actual TSR performance calculated pursuant to Section 4.1 hereof but based as if the last day of the Performance Period had been the last business day prior to any public disclosure of Executive’s intent to retire.
Authorized Retirement. Notwithstanding anything contrary in this Agreement, upon the Participant’s Authorized Retirement (as defined herein) (subject to the Release Condition and the Participant’s compliance with the restrictive covenants provided in Section 9 herein), the Option shall continue to vest in accordance with the vesting schedule set forth on [Appendix [●]], as if the Participant had remained continuously employed by the Company or a Subsidiary through the applicable Vesting Date. For purposes of this Agreement, “Authorized Retirement” means the Participant’s voluntary resignation from employment with the Company and its Subsidiaries under circumstances which the Committee, in its sole discretion, determines to constitute “Retirement”. For the avoidance of doubt, the Committee’s determination of whether “Retirement” has occurred shall be made on an individual Award basis, and “Retirement” treatment for any one Award shall not require that all Awards held by the Participant will receive “Retirement” treatment.
