Acceleration of Vesting in Special Circumstances. If (i) the Grantee ceases to be an employee of the Company and its Subsidiaries by reason of death, or incapacity due to physical or mental illness or disability which qualifies the Grantee to receive benefits under the Company’s long-term disability plan or (ii) a Change of Control (as defined in Section 16 of the Plan) occurs, any restrictions and conditions on all LTIP Units subject to this Award shall be deemed waived by the Administrator and all LTIP Units granted hereby shall automatically become fully vested. Anything to the contrary in the Plan notwithstanding, in the event a Transaction (as defined in Section 3(c) of the Plan) occurs, the Board (as defined in the Plan), or the board of directors of any corporation assuming the obligations of the Company (“Acquiror”) shall have the right to take the action specified in Section 3(c) of the Plan (“Merger-Related Action”) subject to the following limitations and qualifications:
(a) if (i) all LTIP Units awarded to the Grantee hereunder are eligible, as of the time of the Merger-Related Action (and giving effect to the anticipated consummation of the Transaction as provided in Section 8.8 of the Partnership Agreement), for conversion into Common Units (as defined in the Partnership Agreement) and (ii) the Grantee is afforded the opportunity to effect such conversion and receive, in consideration for the Common Units into which his or her LTIP Units shall have been converted, the same kind and amount of consideration as other holders of Common Units in connection with the Transaction, then Merger-Related Action of the kind specified in either clause (i) or clause (ii) of Section 3(c) of the Plan shall be permitted and available to the Company and the Acquiror;
(b) if (i) some or all of the LTIP Units awarded to the Grantee hereunder are not, as of the time of the Merger-Related Action, so eligible for conversion into Common Units, and (ii) the acquiring or succeeding entity is itself, or has a subsidiary which is organized as a partnership or limited liability company (consisting of a so called “UPREIT” or other structure similar in purpose or effect to that of the Company and the Partnership), then Merger-Related Action of the kind specified in clause (i) of Section 3(c) of the Plan must be taken by the Acquiror with respect to all LTIP Units which are not so convertible at the time, whereby (A) all such LTIP Units covered by this Award shall be assumed by the acquiring or succeeding entity, or equival...
Acceleration of Vesting in Special Circumstances. If the Grantee is a party to an employment agreement (an “Employment Agreement”) with the Company or its Affiliates, including but not limited to Inter-American Management LLC (the “Manager”), and Gxxxxxx’s employment is terminated, the provisions of this Section 4 shall exclusively govern the treatment of the Grantee’s LTIP Units hereunder. Any Employment Agreement shall be deemed to be amended by this Agreement to the extent required to apply its terms consistently with this Section 4 and the related defined terms, such that, by way of illustration, any provisions of the Employment Agreement with respect to accelerated vesting or payout or the lapse of forfeiture restrictions relating to the Grantee’s incentive or other compensation awards in the event of certain types of terminations of the Grantee’s service relationship with the Company and its Affiliates (such as, for example, termination at the end of the term, termination without Cause by the Company and its Affiliates or termination for Good Reason by the Grantee, as those terms are defined in such Employment Agreement) shall not be interpreted as requiring that any calculations set forth in Section 3 hereof be performed or vesting occur with respect to this Award other than as specifically provided in this Section 4. . All LTIP Units granted herein shall automatically become fully vested on the date specified below if the Grantee remains in the continuous employ of the Company or an Affiliate from the Closing Date until such date:
(a) the date that the Grantee’s employment with the Company and its Affiliates ends on account of the Grantee’s termination of employment by the Company or its Affiliates without Cause (as defined below) or by the Grantee for Good Reason (as defined below); provided that the Grantee signs the general release of claims in favor of the Company and its Affiliates in the form set forth in Attachment A and the general release becomes irrevocably effective not later than 45 days after the date of the termination event;
(b) the date that the Grantee’s employment ends on account of the Grantee’s death or total and permanent disability (as defined in Section 22(e)(3) of the Code); or
(c) on the Control Change Date.
Acceleration of Vesting in Special Circumstances. All LTIP Units granted herein shall automatically become fully vested on the date specified below if the Grantee remains in the continuous employ of the Company or an Affiliate from the Closing Date until such date:
(a) the date that the Grantee’s employment with the Company and its Affiliates ends on account of the Grantee’s termination of employment by the Company without Cause (as defined in the Employment Agreement) or the Grantee’s resignation with Good Reason (as defined in the Employment Agreement) or upon the Grantee’s resignation following receipt by the Grantee of notice by the Company of non-renewal of the Employment Agreement, so long as such resignation occurs within 90 days following the Grantee’s receipt of such notice of non-renewal; provided, that in each case the Grantee has satisfied the requirements of Section 5(b) of the Employment Agreement; or
(b) the date that the Grantee’s employment ends on account of the Grantee’s death or total and permanent disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)).
Acceleration of Vesting in Special Circumstances. All restrictions on all LTIP Units subject to this Award shall be deemed waived by the Committee (as defined in the Plan) and all LTIP Units granted hereby shall automatically become fully vested on the date specified below if the Grantee remains in the continuous employ of the Company or an Affiliate on such date:
(a) the date that the Grantee’s employment with the Company and its Affiliates ends on account of the Grantee’s termination of employment by the Company without Cause (as defined below);
(b) the date that the Grantee’s employment ends on account of the Grantee’s death or total and permanent disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)); or
(c) on the date of a Change in Control (as defined in the Plan).
Acceleration of Vesting in Special Circumstances. (a) If the Grantee remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the date that the Grantee’s employment with the Company and its Affiliates ends on account of (i) termination by the Company without Cause, (ii) resignation for Good Reason in accordance with the Employment Agreement, (iii) resignation within 90 days after notice of non-renewal is given by the Company as provided in the Employment Agreement, (iv) death, or (v) disability as provided in the Employment Agreement, then as of the date that the Grantee’s employment so ends, all of the LTIP Units outstanding shall Vest. In consideration for the grant of the LTIP Units, the Grantee agrees that (A) any Vesting in the LTIP Units due to a termination or resignation described in clauses (i), (ii) or (iii) above shall not occur unless the Grantee executes and does not revoke the release of claims described in the Employment Agreement and (B) this Section 5 shall govern the Grantee’s rights in, and the Vesting of, the LTIP Units upon a termination of employment, notwithstanding any contrary provision in the Employment Agreement.
(b) In contemplation of and subject to the consummation of a Change in Control, all of the LTIP Units outstanding shall Vest if the Grantee remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the Control Change Date for such Change in Control.
Acceleration of Vesting in Special Circumstances. All LTIP Units granted herein shall automatically become fully vested on the date specified below if the Grantee remains in the continuous employ of the Company or an Affiliate from the Closing Date until such date:
(a) the date that the Grantee’s employment with the Company and its Affiliates ends on account of the Grantee’s termination of employment by the Company without Cause (as defined below); provided that the Grantee signs the general release of claims in favor of the Company in the form set forth in Attachment A and the general release becomes irrevocably effective not later than 45 days after the date of the termination event;
(b) the date that the Grantee’s employment ends on account of the Grantee’s death or total and permanent disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)); or
(c) on the date of a Change in Control (as defined in the Plan).
Acceleration of Vesting in Special Circumstances. Notwithstanding Section 2 above, all restrictions on all LTIP Units subject to this Award shall be deemed waived by the Committee (as defined in the Plan) and all LTIP Units granted hereby shall automatically become fully vested on the date specified below:
(a) the effective termination date of the Management Agreement upon any termination of the Management Agreement resulting in the Termination Fee (as defined in the Management Agreement) becoming payable to the Grantee, or resulting in an election regarding the acquisition of the Grantee by the Company pursuant to Section 10(f)(ii) of the Management Agreement; or
(b) a Control Change Date (as defined in the Plan).
Acceleration of Vesting in Special Circumstances. All LTIP Units granted herein shall automatically become fully vested on the date specified below if the Grantee remains a director of the Company from the Closing Date until such date:
(a) the date that the Grantee’s directorship ends on account of the Grantee’s death or total and permanent disability (as defined in Section 22(e)(3) of the Code); or
(b) on the Control Change Date.
Acceleration of Vesting in Special Circumstances. (a) Upon the occurrence of a Change in Control, all Awarded Shares shall immediately become fully vested on the Control Change Date, so long as the Grantee has continuously provided services to the Company from the Grant Date until such Control Change Date.
(b) Upon the termination of the Grantee’s service relationship with the Company as a result of the Grantee’s death or Disability, all Awarded Shares shall immediately become fully vested on the date of such termination, so long as the Grantee has continuously provided services to the Company from the Grant Date until such termination. As used herein, “Disability” shall exist if the Grantee is unable to perform the essential functions of the Grantee’s position (after accounting for reasonable accommodation, if applicable and required by applicable law), due to physical or mental impairment or other incapacity that continues, or can reasonably be expected to continue, for a period in excess of 120 consecutive days or 180 days, whether or not consecutive (or for any longer period as may be required by applicable law), in any 12-month period. The determination of whether the Grantee has incurred a Disability shall be made in good faith by the Board (sitting without the Grantee, if applicable).
Acceleration of Vesting in Special Circumstances. All outstanding LTIP Units granted hereunder that have not vested in accordance with Section 2(a) above, that have not been forfeited in accordance with Section 2(a) above and that remain subject to the restrictions set forth in Section 2(b) above shall automatically become fully vested on the date specified below if the Participant remains in the continuous employ or service of the Company, the Partnership or any of their Affiliates from the Grant Date until:
(i) the date that the Participant’s employment with the Company, the Partnership or any of their Affiliates ends on account of the Participant’s termination of employment by the Company, the Partnership or any of their Affiliates without Cause; provided that the Participant signs a general release of claims in favor of the Company, the Partnership and their Affiliates, in form reasonably satisfactory to the Company, and the general release becomes irrevocably effective not later than 45 days after the date of the termination event;
(ii) the date that the Participant’s employment with the Company, the Partnership or any of their Affiliates ends on account of the Participant’s death or total and permanent disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), or
(iii) on a Control Change Date (as defined in the Plan).
