Cancellation of Awards. Notwithstanding any other terms of this Award Agreement, your RSUs will be canceled prior to conversion in the event of any Cancellation Event. You may be required to provide MSCI with a written certification or other evidence that it deems appropriate, in its sole discretion, to confirm that no Cancellation Event has occurred. If you fail to submit a timely certification or evidence, MSCI will cancel your award. Except as explicitly provided in Section 4, upon a termination of your employment by you or by the Company for any reason, any of your RSUs that have not vested pursuant to Section 2 as of the date of your termination of employment with the Company will be canceled and forfeited in full as of such date.
Cancellation of Awards. In exchange for the consideration described in Section 1.2 below, the Participant hereby agrees that the Award Agreements and the Outstanding Awards granted thereunder shall be cancelled, terminated, and of no further force or effect, effective as of the Effective Time, and that neither the Company nor the Participant shall have any further rights or obligations with respect to the Outstanding Awards, the Award Agreements, or with respect to any Common Stock of the Company that could have been received upon settlement of the Outstanding Awards under the Award Agreements.
Cancellation of Awards. In the event Participant’s services to the Company have been terminated for “Cause”, he or she will immediately forfeit all rights to this Option. The determination by the Board that termination was for Cause will be final and conclusive. In making its determination, the Board will give Participant an opportunity to appear and be heard at a hearing before the full Board and present evidence on the Participant's behalf.
Cancellation of Awards. 5 SECTION 7. Tax and Other Withholding Obligations. 5 SECTION 8. Section 162(m). 5 SECTION 9. Nontransferability. 6 SECTION 10. Designation of a Beneficiary. 6
Cancellation of Awards. Notwithstanding the foregoing, in the event of a Change of Control of Cinco, then the Committee, in its discretion, may, no later than the effective time of such Change of Control, require any Participant holding an Award to surrender such Award in exchange for (a) with respect to each share of Common Stock subject to an Option or SAR (whether or not vested), payment by the Company (or a successor), in cash or other property, of an amount equivalent in value to the excess of the value of the consideration received for each share of Common Stock by holders of Common Stock in connection with such Change of Control (the “Change of Control Consideration”) over the exercise price or xxxxx xxxxx per share, (b) with respect to each share of Common Stock subject to an Award of Restricted Stock Units or Other Incentive Awards, and related Cash Dividend Rights and Dividend Unit Rights (if applicable), payment by the Company (or a successor), in cash or other property, of an amount equivalent to the value of any such Cash Dividend Rights and Dividend Unit Rights plus the value of the Change of Control Consideration for each share covered by the Award, assuming all restrictions or limitations (including risks of forfeiture) have lapsed and (c) with respect to a Performance Award, payment by the Company (or a successor), in cash or other property, of an amount equivalent to the value of such Award, as determined by the Committee, taking into account, to the extent applicable, the Change of Control Consideration, and assuming all performance criteria and other conditions to payment of such Awards are achieved or fulfilled to the maximum extent possible. Payments made upon a Change of Control pursuant to this Section shall be made no later than the date on which the Change of Control occurs. Notwithstanding the foregoing, with respect to any Award that consists of nonexempt deferred compensation within the meaning of Section 409A, in the event of a Change of Control that is not a Section 409A Change in Control, then delivery of payment with respect to such Award as provided herein shall be made upon the earliest of (i) the Participant’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), (ii) the Participant’s becoming disabled (within the meaning of Treasury Regulation Section 1.409A-3(i)(4)), (iii) the Participant’s death or (iv) a Section 409A Change in Control; provided, however, that delivery of payment upon separation from ser...
Cancellation of Awards. Any award granted under the Plan may be canceled at any time with the consent of the holder and a new award may be granted to such holder in lieu thereof, which award may, in the discretion of the Committee, be on more favorable terms and conditions than the canceled award; provided, however, that the Committee may not reduce the exercise price of outstanding New Options where the existing exercise or base price is higher than the then current market price of the Ordinary Shares. Notwithstanding the foregoing, the Committee may, in its sole discretion, cancel any outstanding New Option without the consent of the option holder, by providing such New Option holder with Ordinary Shares equal to the number of Ordinary Shares covered by such option, less any applicable withholding, or by providing the New Option holder with a cash payment equal to the difference between the exercise price of the New Option and the fair market value of the covered Ordinary Shares on the date such payment is made, less any applicable withholding.
Cancellation of Awards. The Company may cancel an award or a portion of an award and related advancement and training dates associated with a notice of vacancy only if all awards on the same date and subsequent awards and related advancement and training dates associated with that notice of vacancy are cancelled. If a pilot bids for and is awarded a training class date that is not the first available for that pilot, and that award or portion of award and related advancement and training dates are canceled, the pilot will not be eligible for pay protection if a junior pilot in an earlier training class for the same award is able to complete training before the more senior pilot.
Cancellation of Awards
