Vesting and Termination Clause Samples
The Vesting and Termination clause defines how and when rights or benefits, such as equity or stock options, become fully owned by an individual, and under what circumstances these rights may be forfeited or terminated. Typically, this clause outlines a schedule over which vesting occurs—such as monthly or annually—and details what happens if the individual leaves the company before full vesting, including possible loss of unvested benefits. Its core function is to incentivize continued engagement or employment while protecting the company from granting full benefits to individuals who depart prematurely.
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Vesting and Termination. (a) Subject to the following provisions, the Subject RSUs shall vest in accordance with the vesting schedule set forth above.
(b) The vesting of unvested Subject RSUs shall accelerate and vest in full (i) upon Participant’s termination of employment by reason of death, (ii) upon Participant’s termination of employment by reason of “Disability,” (iii) upon Participant’s termination of employment for “Good Reason,” (iv) upon Participant’s termination of employment by the Company other than for “Cause,” (v) upon Participant’s termination of employment by the Company during the “Protection Period,” other than for Cause, (vi) upon Participant’s termination of employment during the Protection Period for Good Reason and (vii) immediately prior to (and contingent upon the effectiveness of) the closing of a “Corporate Transaction” (as defined in Section 24 the Plan) in which any surviving corporation or acquiring corporation does not assume this Agreement or substitute a similar award.
(c) For the purposes of this Agreement, the terms “Disability”, “Good Reason”, “Cause” and “Protection Period” shall have the meanings set forth in the Employment Agreement dated , between the Company and Participant.
Vesting and Termination. Your option is 100% vested and, therefore, may be exercised for up to three months following the termination of your employment with the Company.
Vesting and Termination. The RPUs shall vest in such amounts and at such times as are set forth in the Grant Notice above, provided, that the RPUs shall vest in full upon any earlier occurrence of (a) the Participant’s Separation from Service without Cause, for Good Reason or due to the Participant’s death or Disability, or (b) a Change of Control and, in any case, shall be subject to the payment provisions contained in Section 5 below. No portion of the RPUs which has not become vested at the date of the Participant’s Separation from Service shall thereafter become vested. In the event of the Participant’s Separation from Service for any reason other than as set forth in (a) and (b) of this Section, all RPUs that have not vested prior to or in connection with such Separation from Service shall thereupon automatically be forfeited by the Participant without further action and without payment of consideration therefor.
Vesting and Termination. (a) Except as expressly set forth in this Section 3, the Earned Award shall vest and be paid to the Participant in accordance with the Grant Notice above.
(b) Notwithstanding anything herein to the contrary, in the event that an effective date of a plan of reorganization of the Company, the Partnership or the Employer in a case under Chapter 11 of the Bankruptcy Code occurs prior to December 31, 2016 (a “Qualifying Reorganization”), (i) the Participant shall retain any portion of the Earned Award previously paid to the Participant hereunder and (ii) for the applicable Periodic Performance Period during which such Qualifying Reorganization occurs, a portion of the Award in respect of such Periodic Performance Period, determined based on actual performance through the date of such Qualifying Reorganization and pro-rated based on the number of days elapsed during the applicable Periodic Performance Period through the effective date of such Qualifying Reorganization, shall immediately become an Earned Award and shall vest in full.
(c) Notwithstanding anything herein to the contrary, upon the first to occur of
(i) the Participant’s Termination of Service by the Employer due to the Participant’s death or Disability prior to the 2016 Determination Date, a portion of the Award equal to the positive difference, if any, between (x) the Target 2016 Cash Award (or such other amount as the Committee may, in its sole discretion, determine based on Production Performance and ▇▇▇ Performance data available as of the date of the Participant’s Termination of Service), and (y) the Earned Award (if any) previously paid or payable to the Participant shall immediately become an Earned Award and shall vest in full;
(ii) (A) the Participant’s Termination of Service by the Employer without Cause or by the Participant for Good Reason, or (B) a Change of Control, in each case, on or prior to December 31, 2016, then, for the applicable Periodic Performance Period during which such event occurs, a portion of the Award in respect of such Periodic Performance Period, determined based on actual performance through the date of such event and pro-rated based on the number of days elapsed during the applicable Periodic Performance Period through the date of such event, shall immediately become an Earned Award and shall vest in full; or
(iii) (A) the Participant’s Termination of Service by the Employer without Cause or by the Participant for Good Reason, or (B) a Change of Control, in each c...
Vesting and Termination. Upon termination of employment with the Employer for any reason on or prior to December 31, 2016, the Performance Share Units shall be forfeited without any consideration. From and after January 1, 2017, the Performance Share Units shall, subject to Section 3.1 above, be fully vested and shall not be subject to forfeiture in the event Participant’s employment with Employer terminates for any reason. For the avoidance of doubt, the Performance Share Units shall be paid out under Section 2 notwithstanding any prior termination of employment so long as such termination of employment occurs after December 31, 2016.
Vesting and Termination. The RSUs shall vest and shall terminate in such amounts and at such times as are set forth in the Grant Notice. No portion of the RSUs which has not become vested at the date of the Participant’s termination of employment with the Company shall thereafter become vested.
Vesting and Termination. The Award shall vest in such amounts and at such times as are set forth in the Grant Notice above, provided, that the Award shall vest in full upon the first to occur of (a) the Participant’s Separation from Service due to the Participant’s death or Disability, or (b) the consummation of a Change of Control. The date of any event described in clause (a) or (b) of the preceding sentence or a Separation from Service described in the following sentence shall be deemed the Vesting Date for any portion of the Award that vests in connection therewith. Upon the Participant’s Separation from Service by reason of a termination by the Employer without Cause, the Award shall vest with respect to a pro rata amount equal to the amount of the Award that otherwise would have vested on the next succeeding Vesting Date immediately following the Separation from Service, had the Participant remained employed through such Vesting Date, multiplied by a fraction, the numerator of which is the number of days elapsed from the immediately preceding Vesting Date (or, if such Separation from Service occurs prior to the first Vesting Date, then from January 1 of the year in which the grant was made) through the date of the Separation from Service, and the denominator of which is the number of days from such Vesting Date (or such January 1, as applicable) through the next scheduled Vesting Date. Except as set forth in this Section 3, no portion of the Award that has not become vested at the date of the Participant’s Separation from Service shall thereafter become vested and/or payable.
Vesting and Termination. 16.1 This Agreement may be terminated by either party by providing at least thirty (30) days written notice to the other party.
16.2 This Agreement may be terminated by Empire Life immediately in the event that Broker materially breaches any provision of this Agreement.
16.3 In the event this Agreement is terminated:
(a) each party shall pay to the other any and all amounts then owed under this Agreement; and,
(b) Broker shall return to Empire Life all software, copies of manuals, policies and other materials in Broker’s possession, relating to the generation of new business for Empire Life, including any advertising and promotional materials.
16.4 Compensation payable under this Agreement vests immediately upon termination. Subject to the provisions of the Termination of Commissions section below, Broker shall continue to be entitled to commissions on premiums paid to Empire Life after the termination of this Agreement with respect to any policies put in force by Broker under this Agreement until the end of the applicable commission paying period(s).
Vesting and Termination. The Earned Award shall vest and be paid to the Participant in accordance with the Grant Notice above, provided, that, upon the first to occur of (i) the Participant’s Termination of Service by the Employer without Cause, by the Participant for Good Reason or due to the Participant’s death or Disability, (ii) a Change of Control or (iii) the effective date of a plan of reorganization of the Company, the Partnership or the Employer in a case under Chapter 11 of the Bankruptcy Code, in each case prior to December 31, 2016, any portion of the Target Cash Award set forth on Exhibit A that is then unpaid and outstanding shall become an Earned Award and vest in full (and, for the avoidance of doubt, no portion of the Maximum Award set forth on Exhibit A shall be deemed earned or vested). The date of any event described in clause (i), (ii) or (iii) of the preceding sentence shall be deemed the “Vesting Date” for any portion of the Target Cash Award that becomes an Earned Award and vests in connection therewith as provided in this Section 3. Except as set forth in this Section 3, no portion of the Award that has not become vested at the date of the Participant’s Termination of Service shall thereafter become vested and/or payable.
Vesting and Termination. (a) The Warrant shall vest with respect to the Warrant Shares in accordance with the vesting schedule as set forth in Exhibit E hereto (such vested Warrant Shares, the “Vested Warrant Shares”); provided, however, that, notwithstanding anything to the contrary, the Accelerated Portion of the Warrant Shares shall automatically vest, become exercisable and be deemed Vested Warrant Shares immediately prior to, but conditioned upon, the consummation of a Change in Control on or prior to June 30, 2028. The Vested Warrant Shares shall only become exercisable upon satisfaction of the exercise conditions set forth in Exhibit F hereto (such portion of exercisable shares, the “Exercisable Warrant Shares”). The Exercisable Warrant Shares shall be exercisable in whole or in part at the option of the Warrantholder at any time or from time to time on or after the applicable Exercise Start Date (as defined below) and prior to the Expiration Date. The “Expiration Date” shall mean 5:00 p.m., Eastern Time (the “Close of Business”), on the earliest to occur of (i) August 3, 2036 (“Drop Dead Date”) and (ii) the date on which the Spend Certification for the Year 2 Measurement Period is delivered (provided, however, that, if the Qualifying Spend and/or the Cumulative Qualifying Spend set forth in the Spend Certification for the Year 2 Measurement Period is contested in good faith by the Warrantholder, such date shall be extended until such time as the final Qualifying Spend for the Year 2 Measurement Period and/or the Cumulative Qualifying Spend are determined pursuant to the provisions set forth on Exhibit E) if no Warrant Shares have become Vested Warrant Shares as of or by such date; provided that if, as of the then applicable Expiration Date, the Warrant Shares have become Vested Warrant Shares, but have not become Exercisable Warrant Shares because one or more of the conditions set forth on Exhibit F hereto remains unsatisfied, then the Drop Dead Date shall be extended automatically until the later of (i) the date that is 180 days after the Drop Dead Date and (ii) 30 days after the Warrantholder’s receipt of written notice from the Company that the conditions set forth on Exhibit F hereto have been satisfied and the Vested Warrant Shares have become Exercisable