Forfeiture; Certain Terminations Sample Clauses

Forfeiture; Certain Terminations. Except as provided in this paragraph, upon your termination of employment with the Company, all unvested Restricted Stock Units shall immediately be forfeited without compensation. Notwithstanding anything herein to the contrary, in the event that your employment with the Company is terminated as a result of your death, Disability (as defined in the Employment Agreement), non-renewal by the Company of the Term (as defined in the Employment Agreement), termination by the Company without Cause (as defined in the Employment Agreement), or your resignation with Good Reason (as defined in the Employment Agreement) (“Qualifying Termination”), subject to your timely execution, delivery, and non-revocation of a General Release (as defined in the Employment Agreement) as provided in Section 5(e) of the Employment Agreement, the Restricted Stock Units will immediately vest in full.
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Forfeiture; Certain Terminations. Except as provided in this paragraph: (i) upon your Termination, all unvested Performance Stock Units shall immediately be forfeited without compensation; and (ii) upon the failure to attain a Performance Goal (as defined below), any unvested Performance Stock Units subject to any such unachieved Performance Goal shall immediately be forfeited without compensation. Notwithstanding anything herein to the contrary, the Performance Stock Units will vest in full upon a Termination by reason of your death or Disability. In the event of your Termination by the Company without Cause or, if provided in an agreement between you and the Company in effect as of the Grant Date, by you for Good Reason or due to a Constructive Termination without Cause, as each such term (or concept of like import) is defined in that agreement, the Performance Stock Units will vest upon, and subject to, the certification by the Committee of attainment of the applicable Performance Goal regardless of whether or not you are employed on the date of certification.
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Forfeiture; Certain Terminations. (i) Notwithstanding the foregoing, but subject to Section 4(c)(ii) below, in the event of a termination of the Participant's Service or the occurrence of a Change in Control, as applicable, all Phantom Units that have not vested prior to or in connection with such termination of Service or Change in Control shall thereupon automatically be forfeited by the Participant without further action and without payment of consideration therefor. Subject to Section 4(c)(ii) below, no portion of the Phantom Units which has not become vested at the date of the Participant's termination of Service or the Change in Control, as applicable, shall thereafter become vested. For the avoidance of doubt, no Phantom Units shall become vested pursuant to Section 4(b) above in the event of a Change in Control following a termination of the Participant's Service.
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Forfeiture; Certain Terminations. Except as provided in this paragraph: (i) upon your Termination, all unvested Performance Stock Units shall immediately be forfeited without compensation; and (ii) upon the failure to attain the Performance Goal, any unvested Performance Stock Units subject to any such unachieved Performance Goal shall immediately be forfeited without compensation. Notwithstanding anything herein to the contrary:
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Forfeiture; Certain Terminations. (i) Notwithstanding the foregoing, but subject to Section 4(d)(ii) below, in the event of a termination of the Participant’s Service including a violation of Tesoro’s Code of Business Conduct, or involuntary termination without eligibility for severance under a Company sponsored severance plan or the occurrence of a Change in Control, as applicable, all Phantom Units that have not vested prior to or in connection with such termination of Service or Change in Control (or are not converted pursuant to Section 4(c) above) shall thereupon automatically be forfeited by the Participant without further action and without payment of consideration therefor. Subject to Section 4(d)(ii) below, no portion of the Phantom Units which has not become vested at the date of the Participant’s termination of Service shall thereafter become vested. For the avoidance of doubt, no Phantom Units shall become vested pursuant to Section 4(c) above in the event of a Change in Control following a termination of the Participant’s Service.
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Forfeiture; Certain Terminations. (i) Notwithstanding the foregoing, but subject to Paragraph 4(c)(ii) below, in the event of a termination of the Participant’s Service including a violation of Marathon Petroleum Corporation’s Code of Business Conduct, or involuntary termination without eligibility for severance under a Company-sponsored severance plan, as applicable, all Phantom Units that have not vested prior to or in connection with such termination of Service shall thereupon automatically be forfeited by the Participant without further action and without payment of consideration therefor. Subject to Paragraph 4(c)(ii) below, no portion of the Phantom Units which has not become vested at the date of the Participant’s termination of Service shall thereafter become vested.
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Forfeiture; Certain Terminations. Except as provided in this paragraph, upon your termination of employment with the Company, all unvested Restricted Stock Units shall immediately be forfeited without compensation. Notwithstanding anything herein to the contrary, in the event that your employment with the Company is terminated as a result of your death or Disability (to the extent that an agreement between you and the Company in effect as of the Grant Date (an “Existing Agreement”) defines “disability” (or a term of like import), as defined in such Existing Agreement, or if there is no Existing Agreement or if such agreement does not define “disability” (or a term of like import), as defined in the 2012 Plan), the Restricted Stock Units will immediately vest in full. In the event of your Termination by the Company without Cause or, if provided in an Existing Agreement, by you for Good Reason or due to a Constructive Termination without Cause, as each such term (or concept of like import) is defined in the Existing Agreement, unless the Existing Agreement provides for a more favorable vesting treatment (in which case, the terms and conditions of such Existing Agreement shall control), subject to your timely execution, delivery, and non-revocation of a release of claims in the form presented to you by the Company, a pro-rated portion of the Restricted Stock Units (which pro-rated portion shall be equal to (x) the total number of Restricted Stock Units granted herein, multiplied by (y) a fraction, the numerator of which is the number of months of service that you have completed with the Company or its Affiliates between the Grant Date and the date of your Termination and the denominator of which is 36, and (z) such product (which shall be rounded down to the nearest whole unit) shall be reduced by the number of Restricted Stock Units that had vested, if any, prior to the date of your Termination) shall vest on the originally applicable Vesting Date. In addition, a Termination due to Retirement shall be treated as a Termination without Cause for purposes of this Agreement; provided that “Retirement” means a termination of employment for which (i) prior to such termination, the sum of your years of age plus years of service to the Company or its Affiliates equals 65 or more years, provided that your years of service to the Company or its Affiliates equals at least 5, (ii) you have provided at least six months’ advance written notice of your intent to retire (and during the period from the date ...
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Forfeiture; Certain Terminations. Except as provided in this paragraph: (i) upon your termination of employment with the Company, all unvested Performance Stock Units shall immediately be forfeited without compensation; and (ii) upon the failure to fully attain the Performance Goals, the unvested Performance Stock Units shall immediately be forfeited without compensation. Notwithstanding anything herein to the contrary, in the event that prior to the second anniversary of the Grant Date, your employment with the Company is terminated as a result of your death, Disability (as defined in the Employment Agreement), termination by the Company without Cause (as defined in the Employment Agreement), or your resignation with Good Reason (as defined in the Employment Agreement) (“Qualifying Termination”), subject to your timely execution, delivery, and non-revocation of a General Release (as defined in the Employment Agreement) as provided in Section 5(c) of the Employment Agreement, 100% of the Performance Stock Units will immediately vest in full, regardless of actual attainment of the Performance Goals.
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Forfeiture; Certain Terminations. Except as provided in this paragraph: (i) upon your Termination, all unvested Performance Stock Units shall immediately be forfeited without compensation; and (ii) upon the failure to attain a Performance Goal, any unvested Performance Stock Units subject to any such unachieved Performance Goal shall immediately be forfeited without compensation. Notwithstanding anything herein to the contrary, the Performance Stock Units will vest in full upon a Termination by reason of your death or Disability. In the event of your Termination by the Company without Cause or, if provided in an agreement between you and the Company in effect as of the Grant Date, by you for Good Reason or due to a Constructive Termination without Cause, as each such term (or concept of like import) is defined in that agreement, notwithstanding anything herein or in any agreements with the Company to the contrary, including without limitation, your employment agreement, a pro-rated portion of the Performance Stock Units, based upon the period of your employment with the Company during the applicable Performance Period, relative to the full Performance Period will vest upon, and subject to, the certification by the Committee of attainment of the applicable Performance Goal regardless of whether or not you are employed on the date of certification.
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Related to Forfeiture; Certain Terminations

  • Certain Terminations The termination of any Proceeding or of any claim, issue, or matter therein by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

  • Certain Termination Benefits Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Executive’s employment with the Company pursuant to Section 5(c) or Section 5(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”):

  • Forfeiture Upon Termination as a Service Provider Notwithstanding any contrary provision of this Award Agreement, if Participant ceases to be a Service Provider for any or no reason, the then-unvested Restricted Stock Units awarded by this Award Agreement will thereupon be forfeited at no cost to the Company and Participant will have no further rights thereunder.

  • Payments Upon Certain Terminations (i) If Executive’s employment is terminated by Employer Without Cause or Executive terminates his employment for Good Reason, Employer shall pay or provide to Executive as severance payments and benefits the following:

  • Certain Terminations of Employment (a) In the event of the termination of your Employment (determined as described in Section 1.2.20 of the Plan) for any reason, all terms and conditions of this Award Agreement shall continue to apply.

  • Forfeiture upon Termination of Status as a Service Provider Notwithstanding any contrary provision of this Award Agreement, the balance of the Restricted Stock Units that have not vested as of the time of Participant’s termination as a Service Provider for any or no reason and Participant’s right to acquire any Shares hereunder will immediately terminate.

  • Payments Upon Termination of Employment (a) If Executive’s employment with the Company is terminated by reason of:

  • DISAPPLICATION OF CERTAIN TERMINATION EVENTS The "Tax Event"

  • Accounting Upon Termination of Servicer Upon termination of the Servicer, the Servicer shall, at its expense:

  • Rights in Event of Termination of Employment Absent Change in Control (a) In the event that Executive's employment is involuntarily terminated by HMS without Cause and no Change in Control shall have occurred as of the date of such termination, upon execution of a mutual release, HMS will provide Executive with the following pay and benefits: (i) a payment in an amount equal to the greater of: that portion of the Executive’s Agreed Compensation for the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or 1.0 times the Executive’s Agreed Compensation. Such amount shall be payable in twelve (12) equal monthly installments; and (ii) subject to plan terms, Executive’s continued participation in HMS's employee benefit plans for twelve (12) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, in the payments described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of HMS's independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

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