Termination of Employment and Change in Control. (a) Executive's employment hereunder may be terminated during the Employment Period under the following circumstances:
Termination of Employment and Change in Control. (a) Senior Officer's employment hereunder may be terminated at any time under the following circumstances:
Termination of Employment and Change in Control. 6 6. COMPENSATION UPON TERMINATION OF EMPLOYMENT BY THE COMPANY FOR CAUSE OR BY EXECUTIVE WITHOUT GOOD REASON....................................9 7.
Termination of Employment and Change in Control. (A) Except as provided in Sections III(B)-(G) below, if, for any reason, Participant’s employment with the Company and any subsidiary of the Company terminates, all Company Matching RSUs and the Company Matching Option to the extent not then vested in accordance with Sections I(D) and II(C)(ii) above shall be immediately forfeited.
Termination of Employment and Change in Control. (a) Termination of Employment by the Company for Cause or By Executive without Good Reason. In the event (i) the Company terminates Executive's employment for Cause (as hereinafter defined) or (ii) Executive terminates his employment without Good Reason (as hereinafter defined), the Company shall pay Executive any unpaid salary accrued through and including the date of termination. In addition, in such event, Executive shall be entitled (i) to exercise any options which have vested and are exercisable in accordance with the terms of the applicable option grant agreement or plan, (ii) to retain any Restricted Shares previously awarded to Executive pursuant to this Agreement and the Restricted Share Agreement and any Restricted Share Tax Gross-Up Payments which are fully vested on the date of termination, and (iii) to retain any shares of Common Stock purchased by Executive with the proceeds of the Stock Acquisition Loan which are no longer pledged as collateral for the outstanding balance of the Stock Acquisition Loan and any Acquisition Loan Tax Gross-Up Payments applicable to Forgiven Amounts and to retain the balance of the shares of Common Stock which are still pledged as collateral for the outstanding balance of the Stock Acquisition Loan, provided, that Executive immediately repays to the Company the outstanding balance of the Stock Acquisition Loan including interest accrued thereon through the date of termination. Except for any rights which Executive may have to unpaid salary amounts through and including the date of termination, vested options, vested Restricted Shares and related Restricted Share Tax Gross-Up Payments, and shares of Common Stock purchased with the proceeds of the Stock Acquisition Loan and related Acquisition Loan Tax Gross-Up Payments, all as set forth above, the Company shall have no further obligations hereunder following such termination.
Termination of Employment and Change in Control. In the event the Company (or the Subsidiary employing a Participant) terminates a Participant as an Employee without Cause or Participant ceases to be an Employee as the result of Participant’s death or Disability, Participant will be entitled to receive a pro-rated amount of the Award that would have actually been earned during the Performance Period had Participant remained an Employee through the end of the Performance Period based on the amount of time Participant was an Employee during the Performance Period, which will be settled at the time it would have otherwise been paid had Participant remained employed through the end of the Performance Period. In addition, in the event a Participant ceases to be an Employee as the result of his or her Retirement, Participant will be entitled to receive 100% of the Award that would have otherwise been earned had Participant remained employed through the end of the Performance Period, which will be settled at the time it would have otherwise been paid had Participant remained employed through the end of the Performance Period. In addition, in the event of a Change in Control that occurs during the Performance Period while a Participant is an Employee, an Award will be deemed earned and paid out as if all performance objectives under the Performance Share Award Program had been earned at target, which will be settled upon consummation of the Change in Control. Subject to the foregoing acceleration provisions and any such provisions set forth in the Plan, in the event Participant ceases to be an Employee for any or no reason before Participant earns any portion of an Award, the Award and Participant’s right to acquire any Shares thereunder will immediately terminate. Performance Period A Performance Period will coincide with each fiscal year and will continue for a 3 year period, unless otherwise specified. Each year a new three-year Performance Period will commence. Award Each Participant in the PSA Program has a target Award opportunity for the Performance Period, which must be established no later than the latest possible date that will not jeopardize an Award’s qualification as performance based compensation under Section 162(m) of the Internal Revenue Code of 1986 as amended. This target is determined by the Committee. The Award opportunity is established for each executive pay grade level considering competitive performance share award opportunities for comparable positions. Performance Goals Participants wi...
Termination of Employment and Change in Control. (a) Termination of Employment by the Company for Cause or By Executive without Good Reason. In the event (i) the Company terminates Executive's employment for Cause (as hereinafter defined) or (ii) Executive terminates his employment without Good Reason (as hereinafter defined), the Company shall pay Executive any unpaid salary accrued through and including the date of termination. In addition, in such event, Executive shall be entitled (i) to exercise any options which have vested and are exercisable in accordance with the terms of the applicable option grant agreement or plan, and (ii) to retain any Restricted Shares previously awarded to Executive pursuant to this Agreement and the Restricted Share Agreement and any Restricted Share Tax Gross-Up Payments which are fully vested on the date of termination. Except for any rights which Executive may have to unpaid salary amounts through and including the date of termination, vested options, and vested Restricted Shares and related Restricted Share Tax Gross-Up Payments, all as set forth above, the Company shall have no further obligations hereunder following such termination.
Termination of Employment and Change in Control. (a) Subject to the terms of any employment, executive or similar agreement, if Awardee’s employment with the Company or any of its Affiliates is voluntarily or involuntarily terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Awardee is employed or the terms of Awardee’s employment or other service agreement, if any) other than by reason of Disability, death or Retirement prior to the end of the Performance Period, Awardee’s right in any Restricted Stock Units that are not vested shall automatically terminate as of the date that Awardee is no longer actively employed by the Company and any Affiliate as determined by the Committee or any of its delegates in its, his or her sole discretion (the “Termination Date”), and such Restricted Stock Units shall be canceled and shall be of no further force and effect.
Termination of Employment and Change in Control. If you are terminated without Cause or resign for Good Reason (as both are defined in your ESA) or due to the Company’s nonrenewal of this Agreement within two years following the applicable grant date, then 50% of your awards, to the extent unvested, will vest at target. · If your employment terminates without Cause or due to resignation for Good Reason or due to the Company’s nonrenewal of this Agreement following the second anniversary of the applicable grant date, then any unvested portion of your awards will vest based on performance, and those awards will be pro-rated for the number of months you were employed during the applicable vesting period. · Notwithstanding the foregoing, if your employment terminates without Cause or for Good Reason or due to the Company’s nonrenewal of this Agreement either (x) in connection with a Change in Control (as defined in the Company’s 2013 Stock Incentive Plan), subject to the consummation of the Change in Control within two months of the termination, or (y) on or within two years following a Change in Control, then all awards, to the extent unvested, will vest in full at target on the date of your termination (or, if later, the date of the Change in Control). Annex C Form of Staking Grant MSU Award Agreement FIFTH & PACIFIC COMPANIES, INC. 2014 MARKET SHARE UNIT AWARD NOTICE OF GRANT: PARTICIPANT NAME: PARTICIPANT ID: GRANT DATE: NUMBER OF UNITS: [ ] shares (“Target Shares”) We are pleased to inform you that, pursuant to the Company’s 2013 Stock Incentive Plan, the Compensation Committee of the Board of Directors of Fifth & Pacific Companies, Inc., has made an award of market share units to you, subject to the terms and conditions set forth in the attached Grant Certificate. * * *
Termination of Employment and Change in Control. Unless otherwise set forth in an employment agreement between the Company and the Participant in effect as of the Date of Grant, if, prior to a Vesting Date, the Participant’s employment with the Company Group terminates for any reason, the unvested Restricted Shares shall be cancelled immediately and the Participant shall immediately forfeit any rights to the Restricted Shares; provided, however, that in accordance with Section 6(c) of the Plan, the Committee may elect, in its sole discretion, prior to or in connection with such termination of employment, or upon a Change in Control, to provide for the vesting and payment of some or all of the Participant’s then outstanding Restricted Shares.
