Accelerated Lapse Sample Clauses

Accelerated Lapse. Notwithstanding the provisions of Section 3.2, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of (a) the occurrence of a Change of Control, or (b) the date Executive's employment with Company is ceases or is terminated by reason of his death, disability (as determined by the Board of Directors or any committee designated by the Board to administer this Agreement or any Plan (the "Committee")), or retirement on or after age sixty-five or retirement prior to age sixty-five with consent of the Board or Committee, as the case may be, or (c) involuntary termination by the Company other than for Cause, or (d) Executive's termination of his employment with Company (1) because of a material breach by Company of any material provision of any employment agreement between Company and Executive which remains uncorrected for thirty (30) days following written notice of such breach by Executive to Company, or (2) within six (6) months of a material reduction in Executive's rank or responsibilities with Company.
Sample 1
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Accelerated Lapse. The Shares will all immediately become Unrestricted Shares at the date the Restricted Shareholder ceases to remain a Service Provider prior to the third (3rd) anniversary of the Commencement Date in the following circumstances: (i) Restricted Shareholder’s death or “Disability” (as defined in the Employment Agreement), (ii) Restricted Shareholder’s termination by Pega, the Company (or any other subsidiary) without “Cause” (as such term is defined in the Employment Agreement); (iii) Restricted Shareholder’s resignation from Pega, the Company (or any other subsidiary) for “Good Reason” (as such term is defined in the Employment Agreement); or (iv) a Change in Control (as such term is defined in the Company 2017 Incentive Award Plan) or similar event in respect of Pega. In the event that the Restricted Stockholder is not bound by any written employment agreement with Pega or the Company, the term “Cause” shall mean (i) an act or omission by the Restricted Shareholder that constitutes deliberate or willful misconduct, a breach of fiduciary trust for the purpose of gaining a personal profit, or a violation of any law, rule or regulation; (ii) an act or omission by the Restricted Shareholder that materially and adversely affects the best interests of the Company or any affiliate; (iii) an act or omission by the Restricted Shareholder that, under the circumstances, would make it unreasonable to expect the Company to continue to employ or engage the Restricted Shareholder, including without limitation, (x) the commission of any crime (other than minor vehicular violations), (y) the commission or attempted commission of any act of fraud, embezzlement, neglect or negligence in the performance of the Restricted Shareholder’s duties or (iv) any act of malfeasance, substance abuse, sexual harassment, discrimination, or moral turpitude that, in the Restricted Shareholder’s reasonable judgment, reflects adversely on the reputation of the Company or its subsidiaries; (v) Restricted Shareholder’s willful and continued failure to substantially perform Restricted Shareholder’s duties if such failure continues for a period of thirty (30) calendar days after the Company delivers to Restricted Shareholder a written demand for substantial performance, specifically identifying in such written demand the manner in which Restricted Shareholder has not substantially performed Restricted Shareholder’s duties. The foregoing definition shall not in any way preclude or restrict the righ...
Sample 1

Related to Accelerated Lapse

  • Accelerated Life The additional employee, spouse and child life insurance policies will include an accelerated benefits agreement providing for payment of benefits prior to death if the insured has a terminal condition.

  • Accelerated Vesting Notwithstanding the terms of any Award Agreement heretofore or hereafter granted to the Executive, in the event of a Change of Control, all Options and Restricted Stock granted to the Executive which do not constitute deferred compensation for Code Section 409A purposes shall become fully vested on the date of the Change of Control. The Executive shall have the right to exercise any such Options in a manner provided for in the applicable Award Agreement. In the event of any conflict between the terms of this Section 9(a) and the terms of any Award Agreement granted to the Executive, the terms of this Section 9(a) shall control and govern.

  • Option Acceleration One hundred percent (100%) of the shares subject to all outstanding options granted to the Employee by the Company (the “Options”) prior to the date of such termination shall immediately become vested and exercisable in full upon such termination. Following such acceleration, the Options shall continue to be subject to the terms and conditions of the Company’s stock option plans and the applicable option agreements between the Employee and the Company.

  • Vesting Acceleration Effective on such termination, the Executive shall receive accelerated vesting equivalent to six (6) months of service beyond the date of Executive’s termination with respect to the shares subject to any grant of restricted stock or stock options (each, an “Equity Grant”) granted to the Executive, regardless of whether granted prior to, coincident with, or after, the Effective Date; provided, however, that in the event such termination occurs within one (1) year following a Change of Control, then one hundred percent (100%) of the remaining shares subject to each such Equity Grant shall become vested in full and the period during which the Executive is permitted to exercise (if applicable) any such Equity Grant shall be extended until the earlier of (i) ten (10) years from the date of grant, or (ii) the expiration date of such Equity Grant (as of the date of grant).

  • Optional Acceleration Subject to Section 7.03, if an Event of Default (other than an Event of Default set forth in Section 7.01(A)(ix) or 7.01(A)(x) with respect to the Company and not solely with respect to a Significant Subsidiary of the Company) occurs and is continuing, then the Trustee, by notice to the Company, or Holders of at least twenty five percent (25%) of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding to become due and payable immediately.

  • Equity Acceleration On the date of termination of Executive’s employment, Executive shall become fully vested in any and all equity awards outstanding as of the date of Executive’s termination and this provision shall supersede any option acceleration provision contained in any option agreement outstanding on the Effective Date.

  • Acceleration of Exercisability Notwithstanding the schedule provided in subsection 3.2, the Option will become fully exercisable (unless Participant chooses to decline accelerated Vesting of all or any portion of the Option) upon the occurrence of either:

  • Automatic Acceleration Upon the occurrence of an Event of Default described in Section 8.01(n), the Facility shall be automatically terminated and the Loans and all other Obligations shall be immediately due and payable upon the occurrence of such event, without demand or notice of any kind.

  • Committee Discretion to Accelerate Vesting Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the Option at any time and for any reason.

  • No Acceleration The timing of payments and benefits under the Agreement may not be accelerated to occur before the time specified for payment hereunder, except to the extent permitted under Treasury Regulation § 1.409A-3(j)(4) or as otherwise permitted under Code Section 409A without Employee incurring a tax penalty.

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