Acceleration of Vesting Upon Certain Terminations Sample Clauses

Acceleration of Vesting Upon Certain Terminations. In the event the Participant’s service with the Company is terminated (i) at any time as a result of the Participant’s death or Disability (as defined in Annex A), or (ii) by the Company without Cause (as defined in Annex A) within twelve (12) months following the consummation of a Change in Control (as defined in Annex A), then, in each case, any Units which are not Vested Units shall vest immediately.
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Acceleration of Vesting Upon Certain Terminations. Notwithstanding Section 3.1, in the event of the Grantee’s Termination of Active Service prior to the second anniversary of the Grant Date Without Cause or due to the Grantee’s Retirement, Disability or death, all then outstanding Restricted Units shall become fully Vested on and as of the Grantee’s Termination Date.
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Acceleration of Vesting Upon Certain Terminations. In the event that the Participant’s service is terminated as a result of “Termination without Cause” (as defined in the Participant’s Employment Agreement with the Company as amended through the date hereof), Participant’s death or “Disability” (as defined in the Participant’s Employment Agreement with the Company as amended through the date hereof) during the Performance Period (as defined below) or any Vesting Period, then any Unvested Shares shall become immediately vested on both a performance and time vesting basis and all restrictions shall lapse. For purposes of this Agreement, the “Performance Period” shall mean July 1, 2012 through June 30, 2017. Additionally, in the event Participant’s service is terminated as a result of a “Termination for Good Reason” or “Non-Renewal” (each as defined in the Participant’s Employment Agreement with the Company as amended through the date hereof) then any Earned Shares which have not previously met the time vesting requirements of Section 4.1(b) shall become immediately vested and all restrictions shall lapse.
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Acceleration of Vesting Upon Certain Terminations. Except as otherwise provided in Participant’s employment agreement in effect as of the Date of Grant, in the event that the Participant’s service is terminated as a result of Participant’s death, Disability or Retirement during the Performance Period (as defined below), then the Shares will be eligible to vest on November 18, 2012 on a pro-rated basis, subject to the terms and conditions of The Hain Celestial Group, Inc. 2010-2014 Executive Incentive Plan, including the calculation of the Long-Term Incentive Award thereunder. For this purpose, “Disability” shall mean the permanent and total disability of the Participant within the meaning of Section 22(e)(3) of the Code, “Retirement” shall mean if such Participant terminates his or her service on or after the earliest date upon which such Participant is eligible for Social Security retirement benefits and “Performance Period” shall mean July 1, 2010 through June 30, 2012.
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Acceleration of Vesting Upon Certain Terminations. (a) In the event that the Director’s service is terminated as a result of the Director’s death or Disability, then any portion of the Award which has not yet vested shall become immediately vested. For this purpose, “
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Acceleration of Vesting Upon Certain Terminations. In the event that the Participant’s service is terminated as a result of Participant’s death, Disability or Retirement during the Performance Period (as defined below), then the Unit payout including any Dividend Equivalent Units, will be prorated based on the number of full and partial calendar months the Participant spent on the active payroll during the three-year performance period. Payout for the award will be made at the same time as payment would have been made had the Participant not had a termination of employment and will in all respects be subject to the Company’s actual Relative Total Shareholder Return achievement for the full Performance Period. For purposes of this Agreement, “Disability” shall mean the permanent and total disability of the Participant within the meaning of Section 22(e)(3) of the Code and “Retirement” shall mean if such Participant terminates his or her service on or after the earliest date upon which he or she is eligible for U.S. Social Security retirement benefits.
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Acceleration of Vesting Upon Certain Terminations. (a) In the event that the Participant’s service is terminated by the Company without Cause or as a result of Participant’s death or Disability, then any portion of the Award which has not yet vested shall become immediately vested. For this purpose, “
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Acceleration of Vesting Upon Certain Terminations 
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Related to Acceleration of 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:

  • Acceleration of Vesting Upon Change in Control Effective at the time of a Change in Control, all unvested stock options and stock previously issued to Executive as to which rights of ownership are subject to forfeiture shall immediately vest; all risk of forfeiture of the ownership of stock or stock options and restrictions on the exercise of options shall lapse; and, Executive shall be entitled to exercise any or all options, such that the underlying shares will be considered outstanding at the time of the Change in Control.

  • 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 17 16.2 Procedures....................................................17

  • Acceleration of Vesting Notwithstanding any provision of the Plan or this Agreement to the contrary, in the event of a Change in Control prior to the date that the Option is fully vested and exercisable, the Option shall become immediately vested and exercisable with respect to 100% of the Shares in each remaining vesting tranche. To the extent practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time which allows the Participant the ability to participate in the Change in Control with respect to the Shares of Common Stock received.

  • Vesting Upon Change in Control Notwithstanding anything to the contrary in this Agreement, including Section (D):

  • Forfeiture upon Termination of Status as a Service Provider Notwithstanding any contrary provision of this Award Agreement, the balance of the Restricted Stock Units that have not vested as of the time of Participant’s termination as a Service Provider for any or no reason and Participant’s right to acquire any Shares hereunder will immediately terminate.

  • Payments Upon Termination (a) In the event the Employee’s employment is terminated pursuant to Section 4.1, Section 4.2, Section 4.4 or Section 4.6, the Company shall pay to the Employee the compensation and benefits otherwise payable to him or her under Sections 3.1 and 3.4 through the last day of his or her actual employment by the Company.

  • PAYMENTS UPON A CHANGE IN CONTROL (a) The term “

  • Payments Upon Termination of Employment (a) If Executive’s employment with the Company is terminated by reason of:

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