Determination of Pro Rata Award Opportunity Sample Clauses

Determination of Pro Rata Award Opportunity. The pro rata portion of the unvested installments of the Award to be received by the Participant, if he or she terminates because of Normal Retirement, Early Retirement, Disability (each as defined under the retirement or disability plans applicable to the Participant) or death, shall be determined by multiplying (A) the amount of the unvested installments of the Award by (B) a fraction, the numerator of which is the number of full calendar days during the Award Period for which the Participant was employed, reduced by the number of full calendar days during the Award Period occurring prior to the most recent vesting date (if any), and the denominator of which is the number of full calendar days during the Award Period, reduced by the number of full calendar days during the Award Period occurring prior to the most recent vesting date (if any). The pro rata portion of the unvested installments of the Award to be received by the Participant if he or she terminates with the approval of the Committee or its delegate, in connection with a termination by the Company or other member of the company Group other than for Cause, shall be determined as of the end of the Separation Period by multiplying the amount of the unvested installments of the Award at such time by a fraction, the numerator of which is the number of full calendar days during the Award Period occurring prior to the end of the Separation Period, reduced by the number of full calendar days during the Award Period occurring prior to the vesting date (if any) occurring immediately prior to the end of the Separation Period, and the denominator of which is the number of full calendar days during the Award Period, reduced by the number of full calendar days during the Award Period occurring prior to the most recent vesting date (if any).

Related to Determination of Pro Rata Award Opportunity

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Notices All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:

  • NOW, THEREFORE the parties hereto agree as follows:

  • WHEREAS the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.