Common use of Termination for Retirement Clause in Contracts

Termination for Retirement. In the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate of the Company) terminates by reason of Retirement, the time-based forfeiture restrictions on those Performance Units earned by the Grantee for any Performance Period ended prior to the date of the Grantee’s Retirement shall lapse, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and, subject to Pinnacle Bank’s NPA Ratio as of December 31, 2024 being equal to or less than [ ], the Grantee shall be entitled to receive in settlement of such Performance Units a like number of shares of the Company’s Common Stock in accordance with the timing and other provisions of Section 1(b) of this Agreement. In addition, in the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate thereof) terminates by reason of Retirement, a pro rata portion of the Performance Units that would have vested for the Performance Period in which the Grantee’s Retirement occurred but for the fact that the Grantee was not employed for the entire Performance Period shall be eligible to vest, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and the Grantee shall be eligible to vest in that number of Performance Units as shall equal the product of (i) the number of Performance Units granted under this Agreement for the Performance Period in which the Grantee’s employment terminates by reason of Retirement that would have vested based on the Company’s actual performance for the Performance Period and (ii) the quotient, expressed as a percentage, resulting from dividing (A) the number of days that have lapsed as of the Grantee’s date of Retirement from the first day of the applicable Performance Period and (B) 365, and, subject to Pinnacle Bank’s NPA Ratio as of December 31, 2024 being equal to or less than [ ], the Grantee shall be entitled to receive in settlement of such Performance Units a like number of shares of the Company’s Common Stock in accordance with the timing and other provisions of Section 1(b) of this Agreement. In the event that the Grantee dies following the termination of his employment for Retirement but before shares of the Company’s Common Stock are issued to the Grantee in accordance with this Section 4(c) and Section 1(b) of this Agreement, all such shares shall, on a date selected by the Company that is not later than the seventy-fifth (75th) day after the Grantee’s death, be issued to the Grantee without regard to whether Pinnacle Bank’s NPA Ratio as of December 31, 2024 will be equal to or less than [ ].

Appears in 1 contract

Samples: 2020 Performance Unit Award Agreement (Pinnacle Financial Partners Inc)

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Termination for Retirement. In the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate of the Company) terminates by reason of Retirement, the time-based forfeiture restrictions on those Performance Units earned by the Grantee for any Performance Period ended prior to the date of the Grantee’s Retirement shall lapse, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and, subject to Pinnacle Bank’s NPA Ratio as of December 31, 2024 2023 being equal to or less than [ ]___%, the Grantee shall be entitled to receive in settlement of such Performance Units a like number of shares of the Company’s Common Stock in accordance with the timing and other provisions of Section 1(b) of this Agreement. In addition, in the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate thereof) terminates by reason of Retirement, a pro rata portion of the Performance Units that would have vested for the Performance Period in which the Grantee’s Retirement occurred but for the fact that the Grantee was not employed for the entire Performance Period shall be eligible to vest, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and the Grantee shall be eligible to vest in that number of Performance Units as shall equal the product of (i) the number of Performance Units granted under this Agreement for the Performance Period in which the Grantee’s employment terminates by reason of Retirement that would have vested based on the Company’s actual performance for the Performance Period and (ii) the quotient, expressed as a percentage, resulting from dividing (A) the number of days that have lapsed as of the Grantee’s date of Retirement from the first day of the applicable Performance Period and (B) 365, and, subject to Pinnacle Bank’s NPA Ratio as of December 31, 2024 2023 being equal to or less than [ ]___%, the Grantee shall be entitled to receive in settlement of such Performance Units a like number of shares of the Company’s Common Stock in accordance with the timing and other provisions of Section 1(b) of this Agreement. In the event that the Grantee dies following the termination of his employment for Retirement but before shares of the Company’s Common Stock are issued to the Grantee in accordance with this Section 4(c) and Section 1(b) of this Agreement, all such shares shall, on a date selected by the Company that is not later than the seventy-fifth (75th) day after the Grantee’s death, be issued to the Grantee without regard to whether Pinnacle Bank’s NPA Ratio as of December 31, 2024 2023 will be equal to or less than [ ]___%.

Appears in 1 contract

Samples: Performance Unit Award Agreement (Pinnacle Financial Partners Inc)

Termination for Retirement. In the event that the Grantee’s 's employment by the Company (or any Subsidiary or Affiliate of the Company) terminates by reason of Retirement, the time-based forfeiture restrictions on those Performance Units earned by the Grantee for any Performance Period ended prior to the date of the Grantee’s 's Retirement shall lapse, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and, subject to Pinnacle Bank’s 's NPA Ratio as of December 31, 2024 2019 being equal to or less than [ [__]%, the Grantee shall be entitled to receive in settlement of such Performance Units a like number of shares of the Company’s 's Common Stock in accordance with the timing and other provisions terms of Section 1(b) of this Agreement. In addition, in the event that the Grantee’s 's employment by the Company (or any Subsidiary or Affiliate thereof) terminates by reason of Retirement, the forfeiture restrictions on a pro rata portion of the Performance Units that would have vested for the Performance Period in which the Grantee’s 's Retirement occurred but for the fact that the Grantee was not employed for the entire Performance Period shall be eligible to vestlapse, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and the Grantee shall be eligible to vest in that number of Performance Units as shall equal the product of (i) the number of Performance Units granted under this Agreement for the Performance Period in which the Grantee’s 's employment terminates by reason of Retirement that would have vested based on the Company’s 's actual performance for the Performance Period and (ii) the quotient, expressed as a percentage, resulting from dividing (A) the number of days that have lapsed as of the Grantee’s 's date of Retirement from the first day of the applicable Performance Period and (B) 365, and, subject to Pinnacle Bank’s 's NPA Ratio as of December 31, 2024 2019 being equal to or less than [ [__]%, the Grantee shall be entitled to receive in settlement of such Performance Units a like number of shares of the Company’s 's Common Stock in accordance with the timing and other provisions terms of Section 1(b) of this Agreement. In the event that the Grantee dies following the termination of his employment for Retirement but before shares of the Company’s 's Common Stock are issued to the Grantee in accordance with this Section (4(c) and Section 1(b) of this Agreement, all such shares shall, on a date selected by the Company that is not later than the seventy-fifth ninetieth (75th90th) day after the Grantee’s 's death, be issued to the Grantee without regard to whether Pinnacle Bank’s 's NPA Ratio as of December 31, 2024 2019 will be equal to or less than [ [__]%.

Appears in 1 contract

Samples: Performance Unit Award Agreement (Pinnacle Financial Partners Inc)

Termination for Retirement. In the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate of the Company) terminates by reason of Retirement, the time-based forfeiture restrictions on those Performance Units earned by the Grantee for any Performance Period ended prior to the date of the Grantee’s Retirement shall lapse, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and, subject to Pinnacle Bank’s NPA Ratio as of December 31, 2024 20__ being equal to or less than [ ]____%, the Grantee shall be entitled to receive in settlement of such Performance Units a like number of shares of the Company’s Common Stock in accordance with the timing and other provisions terms of Section 1(b) of this Agreement. In addition, in the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate thereof) terminates by reason of Retirement, the forfeiture restrictions on a pro rata portion of the Performance Units that would have vested for the Performance Period in which the Grantee’s Retirement occurred but for the fact that the Grantee was not employed for the entire Performance Period shall be eligible to vestlapse, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and the Grantee shall be eligible to vest in that number of Performance Units as shall equal the product of (i) the number of Performance Units granted under this Agreement for the Performance Period in which the Grantee’s employment terminates by reason of Retirement that would have vested based on the Company’s actual performance for the Performance Period and (ii) the quotient, expressed as a percentage, resulting from dividing (A) the number of days that have lapsed as of the Grantee’s date of Retirement from the first day of the applicable Performance Period and (B) 365, and, subject to Pinnacle Bank’s NPA Ratio as of December 31, 2024 20__ being equal to or less than [ ]____%, the Grantee shall be entitled to receive in settlement of such Performance Units a like number of shares of the Company’s Common Stock in accordance with the timing and other provisions terms of Section 1(b) of this Agreement. In the event that the Grantee dies following the termination of his employment for Retirement but before shares of the Company’s Common Stock are issued to the Grantee in accordance with this Section 4(c) and Section 1(b) of this Agreement, all such shares shall, on a date selected by the Company that is not later than the seventy-fifth (75th) day after the Grantee’s death, be issued to the Grantee without regard to whether Pinnacle Bank’s NPA Ratio as of December 31, 2024 20__ will be equal to or less than [ ]____%.

Appears in 1 contract

Samples: Performance Unit Award Agreement (Pinnacle Financial Partners Inc)

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Termination for Retirement. In the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate of the Company) terminates by reason of Retirement, the time-based forfeiture restrictions on those Performance Units earned by the Grantee for any Performance Period ended prior to the date of the Grantee’s Retirement shall lapse, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and, subject to Pinnacle Bank’s NPA Ratio as of December 31, 2024 2022 being equal to or less than [ [__]%, the Grantee shall be entitled to receive in settlement of such Performance Units a like number of shares of the Company’s Common Stock in accordance with the timing and other provisions terms of Section 1(b) of this Agreement. In addition, in the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate thereof) terminates by reason of Retirement, the forfeiture restrictions on a pro rata portion of the Performance Units that would have vested for the Performance Period in which the Grantee’s Retirement occurred but for the fact that the Grantee was not employed for the entire Performance Period shall be eligible to vestlapse, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and the Grantee shall be eligible to vest in that number of Performance Units as shall equal the product of (i) the number of Performance Units granted under this Agreement for the Performance Period in which the Grantee’s employment terminates by reason of Retirement that would have vested based on the Company’s actual performance for the Performance Period and (ii) the quotient, expressed as a percentage, resulting from dividing (A) the number of days that have lapsed as of the Grantee’s date of Retirement from the first day of the applicable Performance Period and (B) 365, and, subject to Pinnacle Bank’s NPA Ratio as of December 31, 2024 2022 being equal to or less than [ [__]%, the Grantee shall be entitled to receive in settlement of such Performance Units a like number of shares of the Company’s Common Stock in accordance with the timing and other provisions terms of Section 1(b) of this Agreement. In the event that the Grantee dies following the termination of his employment for Retirement but before shares of the Company’s Common Stock are issued to the Grantee in accordance with this Section 4(c) and Section 1(b) of this Agreement, all such shares shall, on a date selected by the Company that is not later than the seventy-fifth (75th) day after the Grantee’s death, be issued to the Grantee without regard to whether Pinnacle Bank’s NPA Ratio as of December 31, 2024 2022 will be equal to or less than [ [__]%.

Appears in 1 contract

Samples: 2018 Performance Unit Award Agreement (Pinnacle Financial Partners Inc)

Termination for Retirement. In the event that the Grantee’s 's employment by the Company (or any Subsidiary or Affiliate of the Company) terminates by reason of Retirement, the time-based forfeiture restrictions on those Performance Units earned by the Grantee for any Performance Period ended prior to the date of the Grantee’s Retirement shall lapse, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and, subject to Pinnacle Bank’s NPA Ratio as of December 31, 2024 being equal to or less than [ ], the Grantee shall be entitled to receive in settlement of such Performance Units a like number of shares of the Company’s Common Stock in accordance with the timing and other provisions of Section 1(b) of this Agreement. In addition, in the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate thereof) terminates by reason of Retirement, a pro rata portion of the Performance Units that would have vested for the Performance Period in which the Grantee’s 's Retirement occurred but for the fact that the Grantee was not employed for the entire Performance Period shall be eligible lapse as of the date that such Performance Units would have been settled pursuant to vest, without regard to whether Section 1(b) of this Agreement if the Grantee shall have completed the applicable Required Employment Period, Grantee's employment had not terminated by reason of Retirement and the Grantee such Performance Units shall be eligible deemed vested in an amount equal to vest in that number of Performance Units as shall equal the product of (i) the number of Performance Units granted under this Agreement for the Performance Period in which the Grantee’s 's employment terminates by reason of Retirement that would have vested based on the Company’s 's actual performance for the Performance Period and (ii) the quotient, expressed as a percentage, resulting from dividing (A) the number of days that have lapsed as of the Grantee’s 's date of Retirement from the first day of the applicable Performance Period and (B) 365. Shares of the Restricted Stock shall be issued to the Custodian for the benefit of the Grantee in settlement of the Performance Units that are vested pursuant to this Section 6(c) in accordance with the terms of Section 1(b) of this Agreement, and, and such shares shall remain subject to Pinnacle Bank’s the forfeiture restrictions set forth in Section 1(c) of this Agreement and such other restrictions, including the restriction on transferability set forth in Section 6 of this Agreement, applicable to shares of the Restricted Stock issued hereunder. Any shares of the Restricted Stock issued to the Grantee prior to the termination of his employment by reason of Retirement, or otherwise issued to the Grantee in settlement of the Performance Units as provided for in this Section 6(c), shall not be (except as provided in the following sentence) forfeited by the Grantee upon his Retirement, but shall remain issued in the name of the Grantee (and held by the Custodian for the benefit of the Grantee) and shall be released to the Grantee as uncertificated shares in accordance with Section 3 of this Agreement in the event that the NPA Ratios do not exceed [ ] as of the Vesting Dates. In the event that the NPA Ratio as of December 31, 2024 being equal to 2017 or less than the NPA Ratio as of December 31, 2018 exceed [ ], ] the Grantee shall be entitled to receive in settlement forfeit 50% or 100%, as applicable, of such Performance Units a like number of the shares of the Company’s Common Restricted Stock in accordance with the timing and other provisions of issued pursuant to this Section 1(b) of this Agreement6(c). In the event that the Grantee dies following the termination of his employment for Retirement but before shares of the Company’s Common Restricted Stock are issued released to the Grantee in accordance with this Section 4(cSections 1(c) and Section 1(b) 3 of this Agreement, all such shares shall, on a as of the date selected by the Company that is not later than the seventy-fifth (75th) day after of the Grantee’s 's death, be issued deemed vested and the restrictions under the Plan and this Agreement with respect to such shares, including the Grantee without regard to whether Pinnacle Bank’s NPA Ratio as restriction on transferability set forth in Section 6 of December 31this Agreement, 2024 will shall expire and be equal to of no further force or less than [ ]effect.

Appears in 1 contract

Samples: Performance Unit Award Agreement (Pinnacle Financial Partners Inc)

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