Accelerated Vesting Upon Certain Terminations Sample Clauses

Accelerated Vesting Upon Certain Terminations. If the Participant’s employment with the Company and its Affiliates terminates prior to a Vesting Date as a result of the Participant’s: (a) death; (b) disability for which the Participant qualifies for benefits under a long-term disability plan sponsored by the Company or an Affiliate; or (c) involuntary termination without Cause, the Committee may, in its sole discretion, (i) provide that the Participant’s Restricted Stock shall not be forfeited in accordance with Section 4, and that the Risk of Forfeiture shall lapse and all unvested Restricted Stock shall become fully vested and nonforfeitable upon such termination of employment; or (ii) where the Participant is subject to a post-termination covenant not to compete with the Company and/or its Affiliates that constitutes a Risk of Forfeiture, provide that the Participant’s Restricted Stock shall not be forfeited in accordance with Section 4 upon such termination of employment, and that the Risk of Forfeiture shall lapse upon the earlier of (A) the applicable Vesting Date; and (B) the expiration of the noncompete period, provided, however, that the Participant complies with the covenant not to compete through to such date. In addition, notwithstanding Section 4, the Committee may, upon the termination of a Participant’s employment in circumstances which, in the sole discretion of the Committee, which need not be uniformly applied with respect to similarly situated Participants, constitute a “retirement” from the Company and its Affiliates, elect to Accelerate all or a portion of the Restricted Stock, which shall thereupon become fully vested and nonforfeitable.
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Accelerated Vesting Upon Certain Terminations. If the Participant’s services to the Company and its Affiliates terminate prior to a Vesting Date as a result of the Participant’s death or disability, or if the Participant is not reelected to the Board or the Participant’s services to the Company and its Affiliates are otherwise involuntarily terminated without Cause, the Committee may, in its sole discretion, provide that the Participant’s Restricted Stock Units shall not be forfeited in accordance with Section 4, and that the Risk of Forfeiture shall lapse and all unvested Restricted Stock Units shall become fully vested and nonforfeitable upon such termination of services.
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Accelerated Vesting Upon Certain Terminations. If the Participant’s employment with the Company and its Affiliates terminates prior to a Vesting Date as a result of the Participant’s: (a) death; (b) disability for which the Participant qualifies for benefits under a long-term disability plan sponsored by the Company or an Affiliate; or (c) involuntary termination without Cause, the Committee may, in its sole discretion, (i) provide that the Participant’s Restricted Stock Units shall not be forfeited upon such termination of employment, and the Participant shall be eligible for settlement of this Award in accordance with Section 6 upon such termination of employment; or (ii) where the Participant is subject to a post-termination covenant not to compete with the Company and/or its Affiliates that constitutes a Risk of Forfeiture, provide that the Participant’s Restricted Stock Units shall not be forfeited upon such termination of employment, and that the Restricted Stock Units shall be settled in accordance with Section 6 upon the earlier of (A) the applicable Vesting Date; and (B) the expiration of the noncompete period, provided, however, that the Participant complies with the covenant not to compete through to such date. The date of the termination of employment shall, for all purposes, be deemed to be the Participant’s last day of active employment with the Company or any of its Affiliates and shall not be extended beyond that date by any notice period to which the Participant is entitled to receive under the terms of the Participant’s employment agreement or otherwise.
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Accelerated Vesting Upon Certain Terminations. Upon a Termination by a Group Company of any Founder’s employment for any reason described under Section 3.1(a) above, (i) such number of Restricted Shares as set forth opposite the name of such Founder in Exhibit A hereto which should have otherwise been released from the Repurchase Right on the next Date of Release had no such Termination occurred, plus (ii) such number of Restricted Shares which should have otherwise vested and been released from the Repurchase Right had twelve (12) months elapsed from such next Date of Release during which no event of Termination had occurred, shall vest and be released from the Repurchase Right immediately on the date of Termination; provided that, if such Termination occurs after the Start Date and prior to the first anniversary of the Start Date, the vesting terms and the relevant Date of Release for the 20% of the Restricted Shares as set forth in Section 3.2(a) above shall be modified and revised so that after the Start Date and until the first anniversary of the Start Date, such 20% of the Restricted Shares shall vest to such Founder on a monthly basis. For the avoidance of doubt, any Restricted Shares that have not been released pursuant to this subsection (e) on the date of Termination shall remain subject to the Company’s Repurchase Right.
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Accelerated Vesting Upon Certain Terminations. Notwithstanding the foregoing, in the event of the Participant’s termination of service with the Company and its Subsidiaries by the Company without “Cause,” by the Participant for “Good Reason” (each, as defined in Section 3(f) hereof), or as a result of the Participant’s death or Disability, in each case, occurring on or after the six (6)-month anniversary of the Grant Date specified above, then the unvested portion of Tranche One and Tranche Two of this Option as of the date of such termination shall become vested as follows and shall remain exercisable following such termination in accordance with Section 4(a) hereof:
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Accelerated Vesting Upon Certain Terminations. If the Participant’s employment with the Company and its Affiliates terminates prior to a Vesting Date as a result of the Participant’s: (a) death; (b) involuntary termination for disability for which the Participant qualifies for benefits under a long-term disability plan sponsored by the Company or an Affiliate; or (c) involuntary termination without Cause, (i) the Participant’s Restricted Stock Units shall not be forfeited in accordance with Section 4, and all the unvested Restricted Stock Units shall become fully vested and nonforfeitable upon such termination of employment.
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Accelerated Vesting Upon Certain Terminations. Subject to the immediately following sentence, if the Participant incurs a Separation from Service (as defined below) as a result of (i) an involuntary termination by the Company or its Affiliates without Cause, (ii) the Participant’s termination of employment for Good Reason, or (iii) the Participant’s death or Disability, then, in each case, any portion of the Option unvested as of such date shall become fully and immediately vested. The Participant’s Separation from Service described in sublcauses (i) and (ii) of the immediately preceding sentence shall result in accelerated vesting conditioned on and subject to the Participant’s compliance with Sections 6 and 7 of that certain letter agreement, dated as of September 18, 2018, by and between the Participant and Silvercrest Asset Management Group LLC (the “Employment Agreement”).
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Related to Accelerated Vesting Upon Certain Terminations

  • Payments Upon Certain Terminations (i) If Executive’s employment is terminated by Employer Without Cause or Executive terminates his employment for Good Reason, Employer shall pay or provide to Executive as severance payments and benefits the following:

  • Certain Terminations The termination of any Proceeding or of any claim, issue, or matter therein by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

  • Termination Upon Certain Events 16 16.2 Procedures.................................................................................16

  • Termination Upon a Change of Control If Executive’s employment by the Employer, or any Affiliate or successor of the Employer, shall be subject to a Termination within a Covered Period, then, in addition to Minimum Payments, the Employer shall provide Executive the following benefits:

  • Certain Termination Benefits Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Executive’s employment with the Company pursuant to Section 5(c) or Section 5(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”):

  • Termination Upon Change of Control Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate upon (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such transaction or series of transactions; or (b) a sale, lease or other conveyance of all substantially all of the assets of the Company.

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date:

  • Termination Upon a Change in Control If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

  • Acceleration Upon Change in Control This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, and during the Optionee’ s Continuous Service, there is a Change in Control.

  • Complete Disposal Upon Termination of Service Agreement Upon Termination of the Service Agreement Provider shall dispose or delete all Student Data obtained under the Service Agreement. Prior to disposition of the data, Provider shall notify LEA in writing of its option to transfer data to a separate account, pursuant to Article II, section 3, above. In no event shall Provider dispose of data pursuant to this provision unless and until Provider has received affirmative written confirmation from LEA that data will not be transferred to a separate account.

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