Pre-CIC Good Leaver Termination Clause Samples
The Pre-CIC Good Leaver Termination clause defines the terms under which an employee or shareholder is considered a 'Good Leaver' if they depart from the company before a Change in Control (CIC) event occurs. Typically, this clause outlines specific circumstances—such as resignation for good reason, termination without cause, or retirement—under which the departing individual retains certain rights, like accelerated vesting of equity or continued benefits. Its core function is to ensure fair treatment for individuals who leave the company on favorable terms prior to a major corporate event, thereby providing clarity and reducing disputes over entitlements.
Pre-CIC Good Leaver Termination. Except as otherwise provided in Section 2(a)(iii), upon termination of the Participant’s Service by the Participant for Good Reason (as defined on Exhibit A), by the Company without Cause or due to the Participant’s death or Disability, in each case, following the first anniversary of the Date of Grant, a pro-rata portion of the Service Condition shall be deemed satisfied based on a fraction, the numerator of which is the number of days from the Date of Grant until the date of the Participant’s termination of Service, and the denominator of which is the total number of days from the Date of Grant until the third anniversary of the Date of Grant (the “Pro-Rata Service Percentage”).
Pre-CIC Good Leaver Termination.
1. Upon termination of the Participant’s Service by the Participant for Good Reason, by the Company without Cause or due to the Participant’s death or Disability, the Company shall deliver to the Participant, in accordance with Section 3(a)(ii)(2), a number of shares of Common Stock equal to the number of PSUs that have satisfied the Performance Condition multiplied by the applicable Pro-Rata Service Percentage.
2. The delivery of shares of Common Stock pursuant to this Section 3(a)(ii) shall occur within sixty (60) days following the third anniversary of the Date of Grant or, if later, following the date on which the Release Agreement (as defined in Section 3(c)) becomes fully effective and irrevocable; provided that, if the Release Period spans two (2) calendar years, the shares of Common Stock shall be delivered to the Participant in the later calendar year; provided further that in no event shall the delivery of shares occur later than March 15th of the calendar year following the year in which Performance Condition is satisfied.
3. If the Release Agreement does not become fully effective and irrevocable prior to the expiration of the Release Period, all PSUs will be forfeited immediately, automatically and without consideration as of the date of the Participant’s termination of Service.
Pre-CIC Good Leaver Termination. [Except as otherwise provided in Section 2(a)(iii), upon termination of the Participant’s Service [by the Participant for Good Reason (as defined on Exhibit A),] by the Company without Cause or due to the Participant’s death or Disability (A) the Service Condition shall be deemed satisfied in full in respect of any PSUs for which the Performance Condition was satisfied on or prior to the date of termination of the Participant’s Service and (B) a pro-rata portion of the Service Condition shall be deemed satisfied in respect of any PSUs for which the Performance Condition was not satisfied on or prior to the date of termination of the Participant’s Service based on a fraction, the numerator of which is the number of days from the Date of Grant until the date of the Participant’s termination of Service, and the denominator of which is the total number of days from the Date of Grant until the third anniversary of the Date of Grant (“Pro-Rata Service Percentage”).]1 1 Good Reason protection is only applicable for senior vice-presidents and above. For CFO: Except as otherwise provided in Section 2(a)(iii), upon termination of the Participant’s Service by the Participant for Good Reason (as defined on Exhibit A), by the Company without Cause or due to the Participant’s death or Disability (A) the Service Condition shall be deemed satisfied in full in respect of any PSUs for which the Performance Condition was satisfied on or prior to the date of termination of the Participant’s Service and (B) a pro-rata portion of the Service Condition shall be deemed satisfied in respect of any PSUs for which the Performance Condition was not satisfied on or prior to the date of termination of the Participant’s Service based on a fraction, the numerator of which is the sum of (i) the number of days from the Date of Grant until the date of the Participant’s termination of Service, plus (ii) 365 days, and the denominator of which is the total number of days from the Date of Grant until the third anniversary of the Date of Grant (“Pro-Rata Service Percentage”); provided, that in no event shall such fraction exceed one (1). For CEO: “Upon termination of the Participant’s Service by the Participant for Good Reason (as defined on Exhibit A), by the Company without Cause or due to the Participant’s death or Disability, one-hundred percent (100%) of the PSUs shall satisfy the Service Condition.”