After Performance Period. If the Participant dies or terminates employment with the Company and each of the Affiliates of the Company due to Disability or Retirement after the Performance Period has ended but before the service-based vesting requirements specified for the PBRSUs in Section 2(B) of this Agreement have been satisfied, all unvested PBRSUs granted to the Participant pursuant to this Agreement which remain outstanding as of the date of the Participant’s death or termination of employment with the Company and each of the Affiliates of the Company due to Disability or Retirement will immediately vest.
After Performance Period. If Grantee dies or becomes permanently disabled while in the employ of the Company or a Subsidiary on or after the First Vesting Date and prior to the Second Vesting Date, then Grantee will remain eligible for payment of the First Installment that was earned and Vested in accordance with Section 3 and that remains unpaid, if applicable, and Grantee will Vest immediately on the date of such death or the date that Grantee is determined to be permanently disabled in the Second Installment that was determined to be earned based on the actual achievement of the Performance Metrics in accordance with the terms and conditions of Section 3 during the Performance Period (or through the date of any applicable earlier Change in Control in accordance with Section 3(b)).
After Performance Period. If Xxxxxxx’s employment with the Company and its Subsidiaries is involuntarily terminated by the Company or a Subsidiary without Cause on or after the First Vesting Date and prior to the Second Vesting Date, then Grantee will remain eligible for payment of the First Installment that was earned and Vested in accordance with Section 3 and that remains unpaid, if applicable, and Grantee will Vest immediately on the date of such termination in: (A) if such termination occurs within two years after a Change in Control, the Second Installment that was determined to be earned based on the actual achievement of the Performance Metrics in accordance with the terms and conditions of Section 3 during the Performance Period (or through the date of any applicable earlier Change in Control in accordance with Section 3(b)); or (B) if Section 4(b)(ii)(A) does not apply, an additional number of PRSUs equal to the product of (1) the Second Installment that was determined to be earned based on the actual achievement of the Performance Metrics in accordance with the terms and conditions of Section 3 during the Performance Period, if any, multiplied by (2) a fraction (in no case greater than 1) the numerator of which is the number of whole months from the first day of the Performance Period through the date of such termination and the denominator of which is 49.
After Performance Period. In the event of a Qualifying Termination after the last day of the Performance Period, but prior to vesting of any Shares of Restricted Stock issued in respect of any vested Stock Units, all such Shares of Restricted Stock will fully vest upon the date of the Qualifying Termination. If the Qualifying Termination occurs after the end of the Performance Period but prior to determination of the number of Stock Units that will vest based on performance over the Performance Period, upon such determination, which shall in all events occur within sixty (60) days after the date of the Qualifying Termination, one Share (which shall not be subject to additional vesting conditions) will be issued for each Stock Unit that vests. For purposes of this Agreement, unless defined otherwise in an employment, severance change in control or similar agreement or plan to which you are a party or in which you are a participant (in which case such definition will control) the terms “Disability, “Cause” and “Good Reason” shall have the meaning given to such terms in the Plan.
After Performance Period. If the Participant dies or terminates employment with the Company and each of the Affiliates of the Company due to Disability or Retirement after the Performance Period has ended and the applicable performance-based criteria for vesting specified in Section 2(A) of this Agreement have been met, but before the service- based vesting requirements specified for the PBRSUs in Section 2(B) of this Agreement have been satisfied, the unvested PBRSUs granted to the Participant pursuant to this Agreement which remain outstanding (having been earned on the Performance Date) as of the date of the Participant’s death or termination of employment with the Company and each of the Affiliates of the Company due to Disability or Retirement will vest as to one-half of such outstanding unvested PBRSUs on the Certification Date and will vest as to one-half of such outstanding unvested PBRSUs on the first anniversary of the Certification Date.
After Performance Period. If the Participant Retires after the Performance Period has ended but before the service-based vesting requirements specified for the PBRSUs in Section 2(B) of this Agreement have been satisfied, all unvested PBRSUs outstanding as of the date of the Participant’s Retirement will be immediately forfeited; provided, however, that the Committee, in its sole discretion, may cause all or a portion of the PBRSUs granted to the Participant pursuant to this Agreement to vest as of the date of the Participant’s Retirement, as determined by the Committee.
