Acceleration of Vesting Upon Retirement Sample Clauses

Acceleration of Vesting Upon Retirement. Notwithstanding any other provision in this Agreement, if the Recipient terminates his or her Continuous Service prior to the Vesting Date and after attaining age 62 (for reasons other than the reasons described in Sections 2(c), 2(d), 2(e) and 2(f) hereof) and completing at least five (5) years of Continuous Service (a “Retirement Termination”), the RSUs shall vest on the Vesting Date, provided that the Performance Goals described herein are attained during the Performance Period and provided further that, during the period (the “Restricted Period”) beginning on the date the Recipient has a Retirement Termination (the “Retirement Date”) and continuing until the Vesting Date, the Recipient does not, in any capacity (including, but not limited to, as an owner, member, partner, shareholder, consultant, advisor, financier, agent, employee, officer, director, manager or otherwise), whether directly or indirectly, engage in a Competitive Activity (as such term is hereinafter defined) or violate the non-solicitation restrictions set forth in Section 6(a). If the Recipient fails to comply with this provision, a portion of the RSUs equal to (i) the total number of RSUs granted, multiplied by (ii) a ratio equal to (A) the number of full months between ______________ and the date the Recipient violates this provision (not to exceed __), divided by (B) the total number of months between ___________ and the end of the Performance Period, shall become vested as of the Vesting Date, provided that the Performance Goals described herein are attained during the Performance Period, and the unvested portion of the RSUs shall be forfeited. The Percentage Payable and, if applicable, any modifications to the number of Shares payable pursuant to this Award, shall be determined according to the performance criteria set forth in the attached Exhibit A. Nothing in this subsection (g) shall prohibit the Recipient’s ownership of stock in any publicly held company (other than the Company) listed on a national securities exchange or whose shares of stock are regularly traded in the over the counter market as long as such holding at no time exceeds two percent (2%) of the total outstanding stock of such company.
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Acceleration of Vesting Upon Retirement. In the event that the Optionee’s Continuous Service terminates by reason of the Optionee’s Retirement, any acceleration of exercisability of this Option shall be in accordance with Sections 7(a)(ii)(B) and 7(b)(ii)(B) of the LTIP.
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Acceleration of Vesting Upon Retirement. The CGN Committee, in its sole discretion, may accelerate the vesting of all or a portion of the shares of Restricted Stock awarded under this Agreement upon the Participant’s Retirement prior to the Vesting Date if the Committee determines, following consultation with the Chief Executive Officer, that the Participant’s Retirement will not be detrimental to the Company.
Sample 1
Acceleration of Vesting Upon Retirement. In the event that the Participant’s Continuous Service terminates by reason of the Participant’s Retirement, the RSUs subject to this Agreement shall vest in accordance with Sections 7(a)(ii)(B) and 7(b)(ii)(B) of the LTIP.
Sample 1
Acceleration of Vesting Upon Retirement. If the Recipient terminates his or her Continuous Service after attaining age 62 (for reasons other than the reasons described in Sections 2(b), 2(d) and 2(e) hereof) and completing at least five (5) years of Continuous Service (a “Retirement Termination”), the Shares subject to the RSUs subject to this Agreement shall vest on the Vesting Date; provided that the Performance Goals described herein are attained during the Performance Period and that, during the period (the “Restricted Period”) beginning
Sample 1
Acceleration of Vesting Upon Retirement. Retirement means retirement by the Recipient after the Recipient reaches the age of 62 with a minimum of 5 years service, paying out at 50% and 100% payout when the Recipient reaches a combined age and service of 75 (e.g., age 65 with 10). The Company will pro-rate payout starting at age 62 with five years of service up to the 100% payout. For a grant to be accelerated, retirement should occur at least 6 months after Grant Date. In order to have a “Retirement,” the Recipient must be separated from the Company. The Cash Award will fully vest upon Retirement, but will be paid out at the end of the three- year period, with the payout determined based on the final performance determination. No payout shall be made if the Company does not achieve the Performance Metric Threshold.
Sample 1
Acceleration of Vesting Upon Retirement. The Committee, in its sole discretion, may accelerate the vesting of all or a portion of the shares of Restricted Stock awarded under this Agreement upon the Participant’s Retirement prior to the Vesting Date if the Committee determines, following consultation with the Chief Executive Officer, that the Participant’s Retirement will not be detrimental to the Company. For purposes of this Agreement, the term Retire or Retirement means , early or normal Retirement as defined in the Dominion Pension Plan, as in effect at the time of the determination.
Sample 1
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Acceleration of Vesting Upon Retirement. If the Recipient terminates his or her Continuous Service after attaining age 62 (for reasons other than the reasons described in Sections 2(b) and 2(e) hereof) and completing at least five (5) years of Continuous Service (a “Retirement Termination”), the RSUs subject to this Agreement will continue to vest pursuant to the schedule set forth in subsection (a) above; provided, however, that, during the period (the “Restricted Period”) beginning on the date the Recipient has a Retirement Termination (the “Retirement Date”) and continuing until the date the RSUs are fully vested pursuant to the schedule set forth in subsection (a) above, the Recipient agrees that he or she will not, in any capacity (including, but not limited to, as an owner, member, partner, shareholder, consultant, advisor, financier, agent, employee, officer, director, manager or otherwise), whether directly or indirectly, engage in a Competitive Activity (as such term is hereinafter defined) or violate the non-solicitation restrictions set forth in Section 7(a). If the Recipient fails to comply with this provision, the Recipient will forfeit any unvested RSUs as of the date the Recipient violates this provision.
Sample 1
Acceleration of Vesting Upon Retirement. Retirement means separation from the Company by the Recipient after the Recipient reaches the age of 62 with a minimum of 5 years service, with 50% accelerated vesting when the Recipient retires after reaching minimum requirements and 100% accelerated vesting when the Recipient retires after reaching a combined age and service of 75 (e.g., age 65 with 10). The Company will pro-rate payout starting at age 62 with five years of service up to the 100% payout based upon the combined age and service of the Recipient above the minimum requirements. In order to have a “Retirement,” the Recipient must be separated from the Company. For a grant to be accelerated, separation from the Company pursuant to retirement must occur at least 6 months after Grant Date. Although the service condition described in Section 2a. will be treated as satisfied upon Retirement to the extent this Section 2d. prescribes, payout, if any, will be paid out at the end of the three-year period described in Section 2a., with the payout determined based on the final performance determination. No payout shall be made if the Company does not achieve the Performance Metric Threshold.
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Related to Acceleration of Vesting Upon Retirement

  • Acceleration of Vesting (a) In the event your employment with Deluxe is terminated by reason of death, Disability (as defined in the Addendum), or Approved Retirement (as defined in the Addendum) any time during the Restricted Period, all of the yet unvested Units will vest and the Units shall become non-forfeitable as of the date of such termination. (b) Subject to Section 4(c), in the event your employment is terminated during the Restricted Period after the first anniversary of the Award Date by reason of involuntary termination without Cause, a pro rata portion of the next segment of Units scheduled to vest after the termination date (based on the number of completed days between the termination date and the scheduled vesting date immediately prior to the termination date (or the Award Date if there was no such scheduled vesting date) divided by 365) shall vest and become non-forfeitable as of the date of such termination. (c) Notwithstanding any provision contained in this Agreement that would result in Units vesting in full or in part at a later date, if, in connection with any Change of Control, the acquiring Person, surviving or acquiring corporation or entity, or an Affiliate of such corporation or entity, elects to assume the obligations of Deluxe under this Agreement and to replace the Shares issuable upon settlement of the Units with other equity securities that are listed on a national securities exchange (including by use of American Depository Receipts or any similar method) and are freely transferable under all applicable federal and state securities laws and regulations (“Replacement Equity Securities”), the Units then subject to restriction shall continue to vest as set forth in Section 2, provided, however, the Units shall vest in full and become non-forfeitable if, within twelve months of the date of the Change of Control: (i) Your employment with the Company is terminated by the Company without Cause, (ii) Your employment with the Company is terminated by you for Good Reason, or (iii) Vesting would otherwise occur on any earlier date as provided under this Agreement. In the event of any such Change of Control, the number of Replacement Equity Securities issuable under this Agreement shall be determined by the Committee in accordance with Section 4(c) of the Plan. In the event of any such Change of Control, all references herein to the Shares shall thereafter be deemed to refer to the Replacement Equity Securities, references to Deluxe or the Company shall thereafter be deemed to refer to the issuer of such Replacement Equity Securities, and all other terms of this Agreement shall continue in effect except as and to the extent modified by this subparagraph. (d) If the Change of Control does not meet the continuation or replacement criteria specified in Section 4(c) above, all Units then subject to restriction shall vest in full immediately and become non-forfeitable upon the Change of Control. (e) The provisions of this Section 4 shall be subject to Sections 5(b) and 8.

  • TERMINATION UPON RETIREMENT Termination of Executive’s employment based on “

  • Termination Due to Retirement Subject to Section 7 below, in the event of Termination due to Retirement, then (regardless of any subsequent death of the Employee) the Option will continue to vest pursuant to Section 3, and the last date on which the Option may be exercised is the day prior to the Expiration Date.

  • 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.

  • Termination on Death or Disability If the employment of the Executive is terminated due to the Executive’s death or Disability, the Company shall have no further liability or further obligation to the Executive except that the Company shall pay or provide to the Executive (or, if applicable, the Executive’s estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his death) the following compensation and benefits: (i) The Accrued Obligations, at the times provided and subject to the conditions set forth in Section 8(a)(i) above; (ii) An amount equal to the Cash Bonus at the Target Percentage for which the Executive is eligible for the year in which the Executive’s death or Disability occurs, prorated for the portion of such year during which the Executive was employed by the Company prior to the Executive’s death or termination of employment due to Disability (less any payments in respect of such Cash Bonus related to that performance year received by the Executive during such year), such amount to be paid within thirty (30) days after the Executive’s death or such termination of employment due to Disability; (iii) Any and all outstanding Unvested Shares shall immediately vest and any restrictions thereon shall immediately lapse upon the Executive’s death or termination of employment due to Disability (the acceleration of any other equity incentives granted to the Executive under any equity incentive plan of the Guarantor in connection with the termination of the Executive’s employment due to death or Disability shall be governed by the applicable plan and related grant documents); and (iv) If the Executive is eligible for and elects to receive continued coverage under the Company’s medical and health benefits plan(s) in accordance with the provisions of COBRA for the Executive and, if applicable, the Executive’s eligible dependents, or if the Executive’s eligible dependents are eligible for such continued coverage due to the Executive’s death, then the Company shall reimburse the Executive or such dependents for a period of eighteen (18) months following the Executive’s termination of employment due to death or Disability (or, if less, for the period that the Executive or any such dependent is eligible for such COBRA continuation coverage) for the excess of (A) the amount that the Executive or any such dependent is required to pay monthly to maintain such continued coverage under COBRA, over (B) the amount that the Executive would have paid monthly to participate in the Company’s group health benefits plan(s) had the Executive continued to be an employee of the Company.

  • Termination Due to Death, Disability or Retirement In the event the Optionee’s employment or other service with the Company and all Subsidiaries is terminated by reason of death, Disability or Retirement, this Option will remain exercisable, to the extent exercisable as of the date of such termination, for a period of one year after such termination (but in no event after the Time of Termination).

  • Payments Upon Termination of Employment (a) If during the Termination Period the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within 30 days following the Date of Termination, as compensation for services rendered to the Company: (1) a cash amount equal to the sum of (i) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.

  • Death, Disability or Retirement Subject to the provisions of Section 1 hereof, this Agreement shall terminate automatically upon the Executive's death, termination due to "Disability" (as defined below) or voluntary retirement under any of the Company's retirement plans as in effect from time to time. For purposes of this Agreement, Disability shall mean the Executive has met the conditions to qualify for long-term disability benefits under the Company's policies, as in effect immediately prior to the Effective Date.

  • Exercise Period Upon Death or Disability If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date.

  • Death, Retirement or Disability Executive’s employment shall terminate automatically upon Executive’s death or Retirement during the Employment Period. For purposes of this Agreement, “Retirement” shall mean normal retirement as defined in the Company’s then-current retirement plan, or if there is no such retirement plan, “Retirement” shall mean voluntary termination after age 65 with ten years of service. If the Company determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, “Disability” shall mean a mental or physical disability as determined by the Board of Directors of the Company in accordance with standards and procedures similar to those under the Company’s employee long-term disability plan, if any. At any time that the Company does not maintain such a long-term disability plan, “Disability” shall mean the inability of Executive, as determined by the Board, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental condition which has lasted (or can reasonably be expected to last) for twelve workweeks in any twelve-month period. At the request of Executive or his personal representative, the Board’s determination that the Disability of Executive has occurred shall be certified by two physicians mutually agreed upon by Executive, or his personal representative, and the Company. Failing such independent certification (if so requested by Executive), Executive’s termination shall be deemed a termination by the Company without Cause and not a termination by reason of his Disability.

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