LTIP Forfeitures Sample Clauses

The LTIP Forfeitures clause defines the circumstances under which participants in a Long-Term Incentive Plan (LTIP) lose their rights to unvested awards or benefits. Typically, this clause outlines specific events such as resignation, termination for cause, or failure to meet performance targets that trigger forfeiture of LTIP entitlements. By clearly stating when and how forfeiture occurs, the clause protects the company from having to honor incentive awards in situations where the participant does not fulfill required conditions, thereby aligning employee incentives with organizational goals and mitigating risk.
LTIP Forfeitures. If an LTIP Unit Limited Partner forfeits any LTIP Units to which Liquidating Gain has previously been allocated under Section 6.1I, (i) the portion of such LTIP Unit Limited Partner’s Capital Account attributable to such Liquidating Gain allocated to such forfeited LTIP Units will be re-allocated to that LTIP Unit Limited Partner’s remaining LTIP Units that were outstanding on the date of the initial allocation of such Liquidating Gain, using a methodology similar to that described in Section 6.1I(2) above as reasonably determined by the General Partner, to the extent necessary to cause such LTIP Unit Limited Partner’s Economic Capital Account Balance attributable to each such LTIP Unit to equal the Common Unit Economic Balance and (ii) such LTIP Unit Limited Partner’s Capital Account will be reduced by the amount of any such Liquidating Gain not re-allocated pursuant to clause (i) above.
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LTIP Forfeitures. (i) If an LTIP Unit Limited Partner forfeits any LTIP Units to which Liquidating Gain has previously been allocated under Section 6.1(i) (or previously re-allocated under this Section 6.1(j)), the portion of such LTIP Unit Limited Partner’s Capital Account attributable to such Liquidating Gain allocated (or reallocated) to such forfeited LTIP Units shall be re-allocated to that LTIP Unit Limited Partner’s remaining LTIP Units that were outstanding on the date of the initial allocation of such Liquidating Gain and would have been eligible to receive the allocation of such Liquidating Gain on such date (if any), using a methodology similar to that described in Section 6.1(i)(iii) above as reasonably determined by the General Partner, to the extent necessary to cause such LTIP Unit Limited Partner’s Economic Capital Account Balance attributable to each such remaining LTIP Unit to equal the Common Unit Economic Balance, (ii) To the extent that the Capital Account of an LTIP Unit Limited Partner attributable to Liquidating Gains allocated to forfeited LTIP Units is not re- allocated to other units under Section 6.1(j)(i)-(ii) above, such LTIP Unit Limited Partner’s Capital Account will be reduced by the amount of any such Liquidating Gain not so re-allocated.
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LTIP Forfeitures. If a holder of LTIP Units forfeits any LTIP Units to which Net Property Gain has previously been allocated under subsection 1(e), (i) the portion of such holder’s Capital Account attributable to such Net Property Gain allocated to such forfeited LTIP Units will be re-allocated to such holder’s remaining LTIP Units that were outstanding on the date of the initial allocation of such Net Property Gain, using a methodology similar to that described in subsection 1(e)(ii) above as reasonably determined by the General Partner, to the extent necessary to cause such holder’s Economic Capital Account Balance attributable to each such LTIP Unit to equal the Economic Capital Account Balance attributable to a Common Unit and (ii) such holder’s Capital Account will be reduced by the amount of any such Net Property Gain not re-allocated pursuant to clause (i) above.
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LTIP Forfeitures. (1) If an LTIP Unit Limited Partner forfeits any LTIP Units to which Liquidating Gain has previously been allocated under Section 6.1I (or previously re-allocated under this Section 6.1J), the portion of such LTIP Unit Limited Partner’s Capital Account attributable to such Liquidating Gain allocated (or reallocated) to such forfeited LTIP Units shall be re-allocated (i) first to that LTIP Unit Limited Partner’s remaining LTIP Units that were outstanding on the date of the initial allocation of such Liquidating Gain and would have been eligible to receive the allocation of such Liquidating Gain on such date (if any), using a methodology similar to that described in Section 6.1I(3) above as reasonably determined by the General Partner, to the extent necessary to cause such LTIP Unit Limited Partner’s Economic Capital Account Balance attributable to each such remaining LTIP Unit to equal the Common Unit Economic Balance, (ii) second, to the LTIP Unit Limited Partner’s Common Units (or fractions thereof) that were converted from AOLTIP Units to the extent necessary to cause such LTIP Unit Limited Partner’s Economic Capital Account Balance attributable to each such Common Unit to equal the Common Unit Economic Balance (or applicable fraction thereof), and (iii) thereafter to that LTIP Unit Limited Partner’s remaining AOLTIP Units (if any) to the extent necessary to cause such LTIP Unit Limited Partner’s Economic Capital Account Balance attributable to each such AOLTIP Unit to equal the Common Unit Economic Balance (or fractions thereof), if any, into which such AOLTIP Units would then be convertible, assuming for such purpose that such AOLTIP Units were vested AOLTIP Units. (2) If an LTIP Unit Limited Partner forfeits any AOLTIP Units to which Liquidating Gain has previously been allocated under Section 6.1I (or previously re-allocated under this Section ACTIVE/104666890.9
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Related to LTIP Forfeitures

  • Term; Forfeiture a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares which are not vested on the date of the Participant’s Termination of Service, the Stock Option will be terminated on that date. The unexercised portion of the Stock Option that relates to Optioned Shares which are vested will terminate at the first of the following to occur: i. 5 p.m. on the date the Option Period terminates; ii. 5 p.m. on the date which is twelve (12) months following the date of the Participant’s Termination of Service due to death or Total and Permanent Disability;

  • Vesting; Forfeiture (a) Subject to the Participant’s continued employment or service through the applicable vesting date and except as otherwise provided in this Section 3, the Award shall vest at the time(s) set forth on the signature page hereto. The Administrator has authority to determine whether and to what degree the Award shall be deemed vested. (b) Notwithstanding Section 3(a) herein, with respect to Employees and Consultants, in the event that the Participant’s employment or service with the Company is terminated due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting date, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b), shall be deemed vested. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that the Participant’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Date. (d) Notwithstanding Section 3(a) herein, in the event of a Change of Control, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested as of the date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s Termination Date). (e) If the Participant’s employment or service with the Company is terminated for any reason other than a Change of Control, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion of the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the unvested portion of the Award.

  • Forfeitures (a) If a Participant terminates employment with the Employer and the Actuarial Value of the Participant's vested Accrued Benefit derived form Employer and Employee contributions is not greater than $3,500, the Employee shall receive a distribution of the Actuarial Value of the entire vested portion of such Accrued Benefit, and the nonvested portion will be treated as a forfeiture. For purposes of this Section 6.6, if the Actuarial Value of a Participant's vested Accrued Benefit is zero, the Participant shall be deemed to have received a distribution of such vested Accrued Benefit. (b) If a Participant terminates employment with the Employer, (and the present value of the Employee's vested Accrued Benefit exceeds $3,500), and elects (with his or her spouse's consent) in accordance with Section 9.2 to receive the Actuarial Value of his or her vested Accrued Benefit, the nonvested portion will be treated as a forfeiture. If the Participant elects to have distributed an amount that is less than the entire vested portion of the Accrued Benefit derived from Employer contributions, the part of the nonvested portion that will be treated as a forfeiture is the total nonvested portion multiplied by a fraction, the numerator of which is the amount of the distribution attributable to Employer contributions and the denominator of which is the total Actuarial Value of the vested Employer derived Accrued Benefit. (c) If a Participant receives a distribution pursuant to the Section 6.6 and resumes employment covered under the Plan, the Participant shall have the right to restore his or her Employer-provided Accrued Benefit (including all optional forms of benefit and subsidies relating to such benefits), to the extent forfeited, upon the repayment to the Plan of the full amount of the distribution plus interest compounded annually at the rate of (i) five percent (5%) from the date of distribution to the date of repayment or to the last day of the Plan Year beginning on or after January 1, 1987, if earlier, (ii) and one hundred twenty percent (120%) of the federal mid-term rate (as in effect under section 1274 of the Code for the first month of a Plan Year) from the first day of the Plan Year beginning on or after January 1, 1987 or the date of distribution, if later. Such repayment must be made before the earlier of (i) five (5) years after the Participant's Re-Employment Commencement Date or (ii) the date the Participant incurs five (5) consecutive one year Service Breaks following the day of distribution. If an Employee is deemed to receive a distribution pursuant to this Section, and the Employee resumes employment covered under this Plan before the date he incurs five (5) consecutive one year Service Breaks, upon the reemployment of such Employee, the Employer-provided Accrued Benefit will be restored to the amount on the date of such deemed distribution. (d) Any forfeitures under this Plan shall be used to reduce Employer contributions, and shall not be applied to increase benefits payable under the Plan.

  • Clawback/Forfeiture (i) Notwithstanding anything to the contrary contained herein, in the event of a material restatement of the Company’s issued financial statements, the Committee shall review the facts and circumstances underlying the restatement (including, without limitation any potential wrongdoing by the Participant and whether the restatement was the result of negligence or intentional or gross misconduct) and may in its sole discretion direct the Company to recover all or a portion of any income or gain realized on the settlement of the RSUs or the subsequent sale of shares of Stock acquired upon settlement of the RSUs with respect to any fiscal year in which the Company’s financial results are negatively impacted by such restatement. If the Committee directs the Company to recover any such amount from the Participant, then the Participant agrees to and shall be required to repay any such amount to the Company within 30 days after the Company demands repayment. In addition, if the Company is required by law to include an additional “clawback” or “forfeiture” provision to outstanding awards, under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or otherwise, then such clawback or forfeiture provision shall also apply to this Agreement as if it had been included on the Date of Grant and the Company shall promptly notify the Participant of such additional provision. In addition, if a Participant has engaged or is engaged in Detrimental Activity after the Participant’s employment or service with the Company or its subsidiaries has ceased, then the Participant, within 30 days after written demand by the Company, shall return any income or gain realized on the settlement of the RSUs or the subsequent sale of shares of Stock acquired upon settlement of the RSUs. (ii) For purposes of this Agreement, “Detrimental Activity” means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of the Combined Group, (ii) any activity that would be grounds to terminate the Participant’s employment or service with the Combined Group for Cause, (iii) whether in writing or orally, maligning, denigrating or disparaging the Combined Group or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publishing (whether in writing or orally) statements that tend to portray any of the aforementioned persons or entities in an unfavorable light, or (iv) the breach of any noncompetition, nonsolicitation or other agreement containing restrictive covenants, with the Combined Group. For purposes of the preceding sentence the phrase “the Combined Group” shall mean “any member of the Combined Group or any Affiliate”.

  • Forfeiture of Awards The Restricted Stock Units granted hereunder (and gains earned or accrued in connection therewith) shall be subject to such generally applicable policies as to forfeiture and recoupment (including, without limitation, upon the occurrence of material financial or accounting errors, financial or other misconduct or Competitive Activity) as may be adopted by the Administrator or the Board from time to time and communicated to the Employee or as required by applicable law, and are otherwise subject to forfeiture or disgorgement of profits as provided by the Plan.