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.
Sample 1
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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
Sample 1
Termination of Employment Prior to the Vesting Date. Notwithstanding the provisions of this section, 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, Grantee shall vest in the percentage of Restricted Shares that, extrapolated from the net sales growth and ROIC achieved in the four most recently completed fiscal quarters, would have vested on the Vesting Date, multiplied by the percentage set forth in Exhibit B corresponding to the number of fiscal months elapsed since April 28, 2007 (rounded up).
Sample 1
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.
Sample 1
Termination of Employment Prior to the Vesting Date. Notwithstanding the
Sample 1
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).
Sample 1

Related to Termination of Employment Prior to the Vesting Date

  • Termination of Employment Period The employment of the Employee by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following:

  • Termination of Employment Change of Control (a) In the event of the Participant’s death prior to the termination of his Continuous Service, any unvested Stock Units shall immediately vest and the underlying Unit Shares shall be immediately delivered to the Participant’s beneficiary or beneficiaries.

  • Termination of Employment; Change in Control (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. If the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment. If the Optionee's employment with the Corporation shall terminate other than by reason of Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment other than for Cause or Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of Retirement, the Option shall (A) become fully and immediately vested and exercisable and (B) remain exercisable for three years from the date of such Retirement (but not beyond the Term of the Option).

  • Termination of Employment Due to Death or Disability If the Executive’s employment is terminated at any time due to his or her death or Disability, this Agreement shall terminate without further obligation by the Company to the Executive, other than the obligation to pay the Accrued Obligations to the Executive or his or her legal representatives.

  • Qualifying Termination of Employment A “Qualifying Termination of Employment” shall mean a termination of Executive’s employment during the Protected Period either (a) by the Company other than for Cause or (b) by Executive for a Good Reason. The Executive’s death or Disability during the Protected Period shall not constitute a Qualifying Termination of Employment.

  • OBLIGATIONS SURVIVE TERMINATION OF EMPLOYMENT Executive agrees that any and all of Executive’s obligations under this Agreement, including but not limited to Exhibits B and C, shall survive the termination of employment and the termination of this Agreement.

  • Termination of Employment Agreement (a) Effective as of the Effective Date and immediately prior to the Effective Time, the Employment Agreement is hereby terminated and shall be of no further force or effect whatsoever; provided, however, that, and notwithstanding anything in this Agreement to the contrary, such termination shall be contingent on the closing of the Merger.

  • Termination of Employment Due to Death The Officer’s employment with the Bank shall terminate, automatically and without any further action on the part of any party to this Agreement, on the date of the Officer’s death. In such event, the Bank shall pay and deliver to his estate and surviving dependents and beneficiaries, as applicable, the Standard Termination Entitlements.

  • Termination of Employees Agent may in its discretion stop using any Retained Employee at any time during the Sale, subject to the conditions provided for herein. In the event that Agent desires to cease using any Retained Employee, Agent shall notify Merchant at least seven (7) days prior thereto, so that Merchant may coordinate the termination of such employee; provided, however, that, in the event that Agent determines to cease using an employee “for cause” (which shall consist of dishonesty, fraud or breach of employee duties), the seven (7) day notice period shall not apply, provided further, however, that Agent shall immediately notify Merchant of the basis for such “cause” so that Merchant can arrange for termination of such employee. From and after the date of this Agreement and until the Sale Termination Date, Merchant shall not transfer or dismiss Retained Employees except “for cause” without Agent’s prior consent. Notwithstanding the foregoing, Agent shall not have the right to terminate the actual employment of any Retained Employee, but rather may only cease using such employee in the Sale and paying any Expenses with respect to such employee.

  • Termination of Employment Following a Change in Control Notwithstanding the provisions of Section 6.3 hereof to the contrary, if the Employee’s employment by the Company is terminated by the Company in accordance with the terms of Section 4 of the Termination Agreement and the Employee is entitled to benefits provided in Section 5 of the Termination Agreement, the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, if not theretofore paid, and, in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred shall be paid in accordance with the plan documents governing such deferral. Except with respect to the obligations set for forth in the Termination Agreement, notwithstanding any provisions herein to the contrary, all other obligations of the Company and rights of the Employee hereunder shall terminate effective as of the Date of Termination.

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