Following Certain Terminations of Employment. Subject to the following paragraph, upon termination of the Participant's employment with the Company and its Subsidiaries and Affiliates for any reason, any Restricted Shares as to which the restrictions on transferability described in this Section shall not already have lapsed shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Shares. Notwithstanding the foregoing, in the event that the Participant's employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or in the event that the Participant's employment is terminated by death or Disability (either before or after a Change in Control), the restrictions on transfer with respect to the Restricted Shares normally subject to vesting at the next vesting date shall immediately lapse and such Restricted Shares shall be fully vested, with any remaining Restricted Shares being forfeited upon the date of such termination. Notwithstanding the foregoing or any provision hereof to the contrary, in the event that either (i) the Participant's employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or (ii) the Participant terminates employment for Good Reason (as defined in the Brookdale Senior Living Inc. Severance Pay Policy, Tier I), in either case on or after the effective date of a Change in Control but prior to twelve (12) months following such Change in Control, then any Restricted Shares that are not vested as of the date of such termination shall immediately vest.
Following Certain Terminations of Employment. Subject to the next sentence, upon termination of the Participant’s employment with the Company and its Subsidiaries and Affiliates for any reason (including the death or Disability of the Participant), any Restricted Shares in respect of which the restrictions on Transfer described in this Section shall not already have lapsed shall be immediately repurchased by the Company at a price equal to the par value per Share and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Shares. Notwithstanding the foregoing:
Following Certain Terminations of Employment. Subject to the following paragraph, upon termination of the Participant’s employment with the Company and its Subsidiaries and Affiliates for any reason, any Restricted Shares as to which the restrictions on transferability described in this Section shall not already have lapsed shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Shares. Notwithstanding the foregoing or any other provision hereof to the contrary, in the event that the Participant’s employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause at any time following a Change in Control, then any Restricted Shares that are not vested as of the date of such termination shall immediately vest. In addition, in the event that the Participant’s employment is terminated by death or Disability (either before or after a Change in Control), the tranche of Restricted Shares normally subject to vesting at the next vesting date shall remain subject hereto until the vesting date that immediately follows such termination and shall vest on such date (subject to earlier vesting upon the occurrence of an intervening Change in Control), with any remaining Restricted Shares being forfeited upon the date of such termination.
Following Certain Terminations of Employment. Subject to the provisions of this Section 2(b), upon termination of the Participant’s Employment for any reason, any Units which have not vested pursuant to the terms of Section 2(a) shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Units. Except as otherwise provided in Section 3 hereof, the treatment of vested Units upon a termination of the Participant’s Employment shall be as set forth in the LLC Agreement. Notwithstanding the foregoing:
Following Certain Terminations of Employment. Subject to the next sentence, upon termination of the Participant's employment with the Company and its Subsidiaries and Affiliates for any reason (including the death or Disability of the Participant), any Restricted Share Units which have not already vested shall immediately expire without consideration of any kind and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Share Units. Notwithstanding the foregoing:
Following Certain Terminations of Employment. Subject to the following paragraphs, upon termination of the Participant’s employment with the Company and its Subsidiaries and Affiliates for any reason, any Restricted Shares as to which the restrictions on transferability described in this Section shall not already have lapsed shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Shares. Notwithstanding the foregoing, in the event that either (i) the Participant’s employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, (ii) the Participant terminates employment for Good Reason (as defined in the Employment Agreement by and between the Company and the Participant, dated as of March 1, 2018), or (iii) the Participant’s employment is terminated by death or Disability (either before or after a Change in Control), the Restricted Shares normally subject to vesting at the next vesting date shall remain subject hereto until the vesting date that immediately follows such termination (subject to earlier vesting upon the occurrence of an intervening Change in Control); provided, however, (i) if the termination occurs on or prior to February 27, 2019, one-third of the Restricted Shares shall remain outstanding and shall be eligible to vest on February 27, 2019 in accordance with the following sentences (with any remaining Restricted Shares being immediately forfeited upon the date of termination) and (ii) if the termination occurs after February 27, 2019 but on or prior to February 27, 2020, two-thirds of the Restricted Shares shall remain outstanding and shall be eligible to vest on February 27, 2020 in accordance with the following sentences (with any remaining Restricted Shares being immediately forfeited upon the date of termination). If the Restricted Shares scheduled to vest on the next vesting date are subject to performance-vesting under subsection 2(a)(i) above, upon such vesting date the same number of Restricted Shares shall vest as would have vested if the Participant had remained employed by the Company on such vesting date (if any), and the remaining Restricted Shares (if any) shall be forfeited; provided, however, (i) with respect to a termination that occurs on or prior to February 27, 2019,...
Following Certain Terminations of Employment. Upon termination of the Participant’s employment with the Company and its Subsidiaries and affiliates (a “Termination”) for any reason prior to the end of the Performance Period, other than by the Company without Cause (as such term is defined in the employment agreement between the Participant and the Company or its affiliates, hereinafter referred to as the “Employment Agreement”) or by the Participant with Good Reason (as such term is defined in the Employment Agreement), all of the Performance-Vesting Restricted Stock shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Performance-Vesting Restricted Stock. Upon a Termination by the Company without Cause or by the Participant with Good Reason, the Performance-Vesting Restricted Stock shall remain outstanding and shall vest or be forfeited, as the case may be, in accordance with Exhibit A, based upon the Total Shareholder Return attained during the Performance Period, without regard to such Termination. In the event that the Participant is not party to an Employment Agreement, the definitions for Cause and Good Reason set forth on Exhibit B shall govern.
Following Certain Terminations of Employment. Subject to the next sentence, upon termination of the Participant’s employment with the Company or a Subsidiary for any reason (including the death or Disability of the Participant), any Restricted Shares in respect of which the restrictions described in this Section 2 shall not already have lapsed shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Shares. Notwithstanding the foregoing, if (A) the Participant’s employment is terminated by the Company or a Subsidiary other than for Cause and (B) a waiver and general release in a form prescribed by the Company is executed by the Participant within thirty (30) days after the date of such termination and becomes effective in accordance with its terms, then the Restricted Shares which are due to vest at the next Vesting Date shall vest on the date of such termination of employment, and the restrictions on Transfer of such Restricted Shares set out in Section 2(b) hereof shall lapse.
Following Certain Terminations of Employment. Subject to the provisions of this Section 2(b), upon termination of the Participant’s Employment for any reason, any RSUs which have not vested pursuant to the terms of Section 2(a) shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such RSUs. Notwithstanding the foregoing:
Following Certain Terminations of Employment. Upon termination of the Participant’s employment with the General Partner, the Partnership or one of their respective Subsidiaries for “Cause” or by Participant without “Good Reason” (as defined in the Amended and Restated employment agreement between the Participant and the General Partner, dated , , 2010, as the same shall be amended from time to time (the “Employment Agreement”)), any Restricted Units as to which the restrictions on transferability described in Section 2(b) of this Agreement shall not already have lapsed shall be immediately forfeited by the Participant without consideration of any kind, and neither the Participant nor any of the Participant’s successors, heirs, assigns or personal representatives shall thereafter have any further rights or interests in such Restricted Units.
