Effects of Certain Events. (a) Upon the termination of Participant’s employment by Company without Cause or due to the Participant’s death or Disability, a prorated portion of the unvested portion of the Option will vest in an amount equal to (i) the unvested Option in each Vesting Period multiplied by (ii) a fraction, the numerator of which is the number of complete and partial calendar months from the Grant Date to the date of termination without Cause or due to the Participant’s death or Disability, and the denominator of which is the number of complete and partial calendar months in each applicable Vesting Period, such product to be rounded up to the nearest whole number. The Participant (or the Participant's estate, beneficiary or legal representative) may exercise the vested portion of the Option until the earlier of (1) the twelve-month anniversary of the date of such termination of employment or (2) the Expiration Date. The remaining portion of the Option shall be forfeited and cancelled without consideration.
Effects of Certain Events. (a) Upon the termination of the Participant's employment by the Company without Cause or due to the Participant's death or Disability (other than as provided in Section 4(b)), a prorated portion of the unvested portion of the Option will vest in an amount equal to (i) the unvested Option in each Vesting Period multiplied by (ii) a fraction, the numerator of which is the number of complete and partial calendar months from the Grant Date to the date of termination without Cause or due to the Participant's death or Disability, and the denominator of which is the number of complete and partial calendar months in each applicable Vesting Period, such product to be rounded up to the nearest whole number. The Participant (or the Participant's estate, beneficiary or legal representative) may exercise the vested portion of the Option until the earlier of (1) the twelve-month anniversary of the date of such termination of employment or (2) the Expiration Date. The remaining portion of the Option shall be forfeited and cancelled without consideration. [Upon the termination of the Participant's employment with the Company upon Retirement, a prorated number of the unvested portion of the Option will vest on the normal Vesting Dates in an amount equal to (i) the unvested Option in each Vesting Period multiplied by (ii) a fraction, the numerator of which is the number of complete and partial calendar months from the Grant Date to the date of termination for Retirement, and the denominator of which is the number of complete and partial calendar months in each applicable Vesting Period, such product to be rounded up to the nearest whole number. To the extent permitted by applicable country, state or province law, as consideration for the vesting provisions upon Retirement contained in this paragraph, upon Retirement, the Participant shall enter into a departure and general release of claims agreement with the Company that includes two-year noncompetition and non-solicitation covenants in a form acceptable to the Company. The Participant (or the Participant's estate, beneficiary or legal representative) may exercise the vested portion of the Option until the Expiration Date. The remaining portion of the Option shall be forfeited and cancelled without consideration.]1 1 Remove all bracketed verbiage relating to "Retirement" and the effects thereof from award agreements given for retention or in other special circumstances; the verbiage should be retained (without brackets) fo...
Effects of Certain Events. In addition to the costs and expenses payable in Section 8.7, in the event of termination of this Agreement, except by AMYLIN as a result of a breach by BAXTER under Section 8.2 or by AMYLIN pursuant to Sections 8.3 or 8.5, AMYLIN shall pay XXXXXX as liquidated damages and not as a penalty an amount equal to [***] percent ([***]%) of the greater of the Annual Obligation or the Rolling Forecast prorated for the next [***] ([***]) months.
Effects of Certain Events. (a) Upon the termination of the Participant’s employment by the Company without Cause prior to the Vesting Date, a prorated number of Performance RSUs in an amount equal to (i) the Target number of Performance RSUs granted hereby multiplied by (ii) a fraction, the numerator of which is the number of complete and partial calendar months from the Grant Date to the date of termination, and the denominator of which is the number of complete and partial calendar months between the Grant Date and the Vesting Date, such product to be rounded up to the nearest whole number, shall vest on the Vesting Date, subject to adjustment for the achievement of the performance goals outlined herein and as applied to all other Participants, provided, however, that (1) the portion of such prorated, performance-adjusted Performance RSUs that are Transferable RSUs will be settled in accordance with the provisions of Section 5(a), subject to any applicable taxes under Section 8 upon such vesting and settlement, and (2) the remaining portion of such prorated, performance-adjusted Performance RSUs, Holding Period RSUs, will be subject to any applicable taxes under Section 8 upon such vesting, and will be non-transferable and subject to a holding period requirement as provided in Section 3, with the effect that such adjusted prorated, performance-adjusted Performance RSUs shall be treated as Holding Period RSUs, and shall be settled under Section 5(b), subject to applicable taxes under Section 8 upon such settlement. The remaining portion of the Award shall be immediately forfeited and cancelled without consideration as of the date of the Participant’s termination of employment.
Effects of Certain Events. (a) Upon the termination of the Participant’s employment by the Company without Cause or due to the Participant’s death or Disability, a prorated portion of RSUs will vest in an amount equal to (i) the unvested RSUs in each Vesting Period multiplied by (ii) a fraction, the numerator of which is the number of complete calendar months from the Grant Date to the date of termination, and the denominator of which is the number of full calendar months in each applicable Vesting Period, such product to be rounded up to the nearest whole number. The prorated number of RSUs shall vest and a number of Common Shares equal to such prorated number of RSUs shall be delivered to the Participant within thirty (30) days following the applicable Vesting Date. The remaining portion of the Award shall be forfeited and cancelled without consideration.
Effects of Certain Events. (a) Upon the death of the Participant or the termination of the Participant’s employment with the Company by reason of Total Disability, Performance RSUs in an amount equal to (i) the Target number of Performance RSUs granted hereby multiplied by (ii) a fraction, the numerator of which is the number of complete calendar months between the Grant Date and the date of death or such termination, and the denominator of which is thirty-four, such product to be rounded up to the nearest whole number (the “Prorated Amount”), shall immediately become Vested Stock and shall be delivered to the Participant within thirty (30) days after the Participant’s death or Date of Termination (provided that if the payment is by reason of termination due to Total Disability and the Participant is a Specified Employee on the Date of Termination, payment shall not be made until six (6) months and one day after the Participant’s Date of Termination).
Effects of Certain Events. (a) Upon the death of the Participant or the termination of the Participant’s employment with the Company by reason of Total Disability, an amount equal to (i) the Target number of Performance Units granted hereby multiplied by (ii) a fraction, the numerator of which is the number of complete calendar months between the Grant Date and the date of death or such termination, and the denominator of which is thirty-four, such product to be rounded up to the nearest whole number (the “Prorated Amount”), shall immediately vest and be payable in cash to the Participant within thirty (30) days after the Participant’s death or Date of Termination (provided that if the payment is by reason of termination due to Total Disability and the Participant is a Specified Employee on the Date of Termination, payment shall not be made until six (6) months and one day after the Participant’s Date of Termination).
Effects of Certain Events. (a) If the Participant’s employment with the Company is terminated by the Company without Cause or due to the Participant’s Retirement prior to the final Vesting Date, then:
Effects of Certain Events. (a) In the event that any time prior to a Vesting Date, the Participant’s employment with the Company is terminated by reason of death, Total Disability or is terminated by the Company without Cause, then a prorated amount of the Cash Award shall immediately become vested in an amount equal to the product of (1) the total Cash Award granted hereunder, multiplied by (2) a fraction, the numerator of which is the number of complete calendar months between the Grant Date and the Date of Termination, and the denominator of which is thirty-four (34), such product to be rounded down to the nearest whole number (the “Prorated Amount”). Upon such termination, the Prorated Amount, less any Cash Award amount previously vested and paid to the Participant before the Date of Termination, shall immediately be paid to the Participant (or, if applicable, his or her beneficiary) as soon as reasonably practicable following such termination of employment, and in no event later than March 15 of the year following the year in which such termination of employment occurs.
Effects of Certain Events. (a) Upon the termination of the Participant’s employment by the Company without Cause or due to the Participant’s death or Disability, a prorated portion of the Cash Award will vest in an amount equal to (i) the total Cash Award granted hereunder, multiplied by (ii) a fraction, the numerator of which is the number of complete calendar months between the Grant Date and the date of termination, and the denominator of which is 30, such product to be rounded up to the nearest whole number (the “Prorated Amount”). Upon such termination, the Prorated Amount, less any portion of the Cash Award previously vested and paid to the Participant prior to the date of termination, shall be paid to the Participant within thirty (30) days following the Participant’s date of termination. The remaining portion of the Cash Award shall be forfeited and cancelled without consideration.
