Good Leaver Termination. Subject to Section 3.8, if Employee’s employment is terminated under any of the circumstances set forth in Section 3.3(a), and Employee complies with the requirements of Section 3.7, Employee shall be entitled to receive Accrued Compensation as well as the benefits set forth in Section 3.3(b) below (“Severance Benefits”):
Good Leaver Termination. In the event of the Participant’s Termination (i) due to the Participant’s death or Disability, (ii) by the Company or other employing Subsidiary and/or Affiliate without Cause or (iii) by the Participant for Good Reason (each, a “Good Leaver Termination”), in each case, prior to the Wind Up Date, subject to the Participant’s (or the Participant’s estate’s) execution and non-revocation of a general release of claims in favor of the Company (in the same form as the release attached to the Participant’s employment agreement with the Company or other employing Subsidiary and/or Affiliate, if any) within fifty-two (52) days of such Good Leaver Termination, a pro-rata portion of the Target PSUs shall remain outstanding following such Good Leaver Termination and shall be eligible to vest upon the Wind Up Date based on satisfaction of the conditions set forth in Section 3(a)(i) above, with such pro-rata portion calculated by multiplying the number of Target PSUs by a fraction, (A) the numerator of which is the number of days that the Participant would have been employed with the Company or any of its Subsidiaries or Affiliates, had the Participant remained employed with the Company or any of its Subsidiaries or Affiliates through the next anniversary of the Vesting Commencement Date immediately following the date of such Good Leaver Termination, and (B) the denominator of which is one thousand and ninety-six (1,096) (the “Contingent PSUs”); provided that in the event of a Termination due to the Participant’s death or Disability, all of the Participant’s Target PSUs shall be Contingent PSUs. For the avoidance of doubt, following the Participant’s Good Leaver Termination, the term “Contingent PSUs” shall be substituted for “Target PSUs” in this Agreement, and the number of Contingent PSUs that vests will be determined pursuant to Section 3(a)(i) above. Consistent with the Plan, for purposes of this Agreement, including this Section 3(b), the Participant will be deemed to have incurred a Termination if the Participant terminates employment with the Company and its Subsidiaries and Affiliates, notwithstanding the fact that the Participant may remain a director of, or render services as a consultant to, the Company and/or its Subsidiaries and/or Affiliates following such termination of employment.
Good Leaver Termination. Executive’s employment with the Company shall terminate upon her death, and the Company may terminate Executive’s employment as a result of Executive’s “Disability” (as defined below) or without Cause. In addition, Executive may terminate her employment for Good Reason. For purposes of this Amended and Restated Employment Agreement, a termination of employment as a result of any of the foregoing circumstances shall be referred to as a “
Good Leaver Termination. In the event of a Good Leaver Termination, the Executive shall only be entitled to the payments and benefits provided for in Sections 5(e)(i) and 5(e)(ii).
Good Leaver Termination. Upon termination of Executive's employment (a) by the Company other than for Cause, (b) by Executive for Good Reason, or (c) due to death or Disability (a “Good Leaver Termination”), Executive shall be entitled to receive:
Good Leaver Termination. If the Grantee’s employment with the Company terminates prior to the last day of the Performance Period, (a) by the Company without Cause (which, for the avoidance of doubt, does not include the parties’ mutual agreement for the Grantee to serve solely as a non-employee director or a consultant) or (b) by the Grantee for Good Reason (which, for the avoidance of doubt, does not include a retirement in accordance with subparagraph 3.3 above) (each such Date of Termination (as defined in the Employment Agreement), the “Good Leaver Termination Date”), the number of Vested Performance Shares will equal the greater of (x) the amount determined in accordance with subparagraph 3.1 hereof, but defining the Performance Period as the period from and including August 18, 2020, through and including the Date of Termination, and (y) the product of (i) Threshold, multiplied by (ii) a fraction, the numerator of which is the number of days that the Grantee was employed from and including August 18, 2020, through and including the Date of Termination (or if earlier, August 17, 2024), and the denominator of which is the number of days in the period from and including August 18, 2020, through and including August 17, 2024. For the avoidance of doubt, at any time that the Service Conditions hereunder are being satisfied by service by the Grantee as a non-employee director or consultant, the Company may not terminate the Grantee’s right to continue to provide such service unless the Grantee shall engage in conduct that would constitute Cause for termination of his services as an employee.
Good Leaver Termination. If Participant's employment with the Company terminates due to a Good Leaver Termination, subject to Participant's compliance with the terms of the Employment Agreement (including execution of the Release), a number of Options equal to the product (rounded to the nearest whole share) of (A) the number of Options subject to this Agreement, multiplied by (B) a fraction, (1) the numerator of which is the number of days elapsed between the Grant Date and the date of Participant's termination and (2) the denominator of which is 1136, being the number of days between the Grant Date and December 31, 2017 shall vest; provided, however, the foregoing clause shall apply only in the event of a Good Leaver Termination (I) prior to a determination by the Board that the Business Plan Goal has not been attained or (II) if the Board has determined that the Business Plan Goal has been attained, prior to January 1, 2016.
Good Leaver Termination. If, prior to the Final Exercise Date, the Participant ceases to be employed by the Company due to a Good Leaver Termination, and subject to the Participant’s compliance with Section 6 of the Severance Benefits Plan, this option shall be exercisable within the period of twelve (12) months following the date of the Good Leaver Termination, by the Participant (or in the case of death by an authorized transferee), provided that this option shall be exercisable during such period only to the extent that this option was exercisable by the Participant on the date of the Good Leaver Termination, and further provided that this option shall not be exercisable after the Final Exercise Date.
Good Leaver Termination. For purposes of this Award Agreement, “Good Leaver Termination” means termination of Participant’s employment with the Company due to death, disability (as defined under Section 409A of the Code), or a Covered Termination (as defined in the Participant’s written employment agreement).
Good Leaver Termination. If Participant's employment with the Company terminates due to a Good Leaver Termination on or prior to December 31, 2017, subject to Participant's compliance with the terms of the Employment Agreement (including execution of the Release), the Performance Goal shall be deemed satisfied at 100% of target and the Restriction Period shall lapse on a number of Performance Stock Units equal to the product (rounded to the nearest whole share) of (a) the target number of Performance Stock Units subject to this Agreement, multiplied by (b) a fraction, (1) the numerator of which is the number of days elapsed between the Grant Date and the date of Participant's termination and (2) the denominator of which is 1136, being the number of days between the Grant Date and December 31, 2017.
