Termination of Employment Prior to the Vesting Date Sample Clauses

Termination of Employment Prior to the Vesting Date. Notwithstanding the provisions of 6(a) and 6(b) herein, Restricted Shares granted hereunder shall vest, in an amount determined according to the calculation set forth below, if the Grantee’s employment with the Company and all of its Subsidiaries and Affiliates is terminated prior to the Vesting Date, due to: (i) retirement on or after Grantee’s sixty-fifth birthday; (ii) retirement on or after Grantee’s fifty-fifth birthday with consent of the Company; (iii) retirement at any age on account of total and permanent disability as determined by the Company; (iv) death; or (v) a Change in Control as defined in the Plan. For purposes of this Section 6(c), “Early Termination Date” shall refer to the occurrence of one of the events set forth in (i), (ii), (iii) and (iv), and “Change in Control Date” shall refer to the occurrence of the event set forth in (v). For clarity, Exhibit B attached hereto (intentionally omitted) and incorporated herein sets forth an example in which the Restricted Shares vest upon the Change in Control Date as described in Section 6(b)(v). If Grantee’s employment terminates on the Early Termination Date or there is a Change in Control, then Grantee’s Restricted Shares shall vest as of the Early Termination Date or Change in Control Date, as follows: Grantee shall vest in the percentage of Restricted Shares that, extrapolated from the performance growth of the Company from the Award Date to the most recent prior fiscal quarter to the Early Termination Date or the Change in Control Date, would have vested on the Vesting Date, multiplied by a fraction the numerator of which is the number of months elapsed since May 1, 2004 (rounded up) and the denominator of which is 36.
Termination of Employment Prior to the Vesting Date. Notwithstanding the provisions of 6(a) and 6(b) herein, Restricted Stock Units granted hereunder shall vest, in an amount determined according to the calculation set forth below, if the Grantee’s employment with the Company and all of its Subsidiaries and Affiliates is terminated prior to the Vesting Date, due to: (i) retirement on or after Grantee’s sixty-fifth birthday; (ii) retirement on or after Grantee’s fifty-fifth birthday with consent of the Company; (iii) retirement at any age on account of total and
Termination of Employment Prior to the Vesting Date. Notwithstanding the provisions of Section 3(b), the Restricted Shares granted hereunder shall vest, in an amount determined according to the calculation set forth below, if the Grantee’s employment with the Company and all of its Subsidiaries and Affiliates is terminated prior to the Vesting Date due to: (i) retirement on or after Grantee’s sixty-fifth birthday; (ii) retirement on or after Grantee’s fifty-fifth birthday with consent of the Company; (iii) retirement at any age on account of total and permanent disability as determined by the Company; or (iv) death. In such event, on the Vesting Date, Grantee shall vest in the number of Restricted Shares equal to the number of Restricted Shares described in Section 2 above multiplied by (1) a fraction, the numerator of which shall equal (A) the Internal Enterprise Value as of the Vesting Date minus (B) the Threshold Internal Enterprise Value, and the denominator of which shall equal (C) the Target Internal Enterprise Value minus (D) the Threshold Internal Enterprise Value and multiplied by (2) a fraction, the numerator of which shall be the number of fiscal months elapsed between the Award Date and the date of termination of employment (rounded up to the nearest whole month) and the denominator of which shall be fifty-four and a half (54.5). If the level of performance achieved is less than or equal to the Threshold Internal Enterprise Value, then no Restricted Shares shall vest pursuant to this Section 3.3(c).
Termination of Employment Prior to the Vesting Date. Notwithstanding the
Termination of Employment Prior to the Vesting Date. In the event of the termination of the Participant’s employment with the Company prior to the end of the Vesting Period due to Normal Retirement, Early Retirement, Disability (each as defined under the retirement or disability plans applicable to the Participant) or death, the Participant shall be eligible to vest in a pro rata portion of the unvested Units underlying the Award. In the event of the Participant’s termination of employment by a member of the Company Group other than for Cause, with the approval of the Committee or its delegate, the Participant shall continue to vest in any portion of the Award that would otherwise vest prior to the end of any period in respect of which the Participant receives Separation Pay, as defined in the severance program in which the Participant participates (such period, the “Separation Period”), and the Participant shall be eligible to receive payment of a pro rata portion of the Award; provided, however, that such continued vesting during the Separation Period and payment of the pro rata portion shall be subject to the Participant’s execution and non- revocation of a release in a form to be provided by the Company (the “Release”), releasing the Company and its Subsidiaries and certain other persons and entities from certain claims and other liabilities, which Release must be effective and irrevocable within the time specified in the Release. Except as provided in Section 8 hereof, in the event the Participant voluntarily resigns his or her employment with the Company Group or is involuntarily terminated by the Company or other member of the Company group for Cause prior to the Vesting Date, the Participant shall forfeit the right to any unvested Units subject to the Award and any Dividend Equivalents with respect to such Units.