Cause or for Good Reason. If your Service terminates prior to the Vesting Date (and prior to a Change in Control) because of your involuntary termination of Service by the Company without Cause or your voluntary termination for Good Reason, you will remain eligible to vest on the Vesting Date with respect to a pro rata portion of the Performance Stock Units as if your Service had not terminated, which pro rata portion will be calculated by multiplying (i) the total number of the Performance Stock Units that would vest based on the greater of (A) actual performance as of the end of the Performance Period and (B) actual performance as of such date of termination of Service as if the Performance Period had ended on such date (i.e., the Target Number of Performance Stock Units multiplied by the applicable vesting percentage determined in accordance with Exhibit A, in each case as of the relevant measurement date) by (ii) a fraction, the numerator of which equals the number of days that you provided Service during the Performance Period and the denominator of which equals the total number of days in the Performance Period (such fraction, the “Pro Rata Portion”).
Cause or for Good Reason. In the event the Executive’s employment is terminated during the Term (x) without Cause by the Company (other than upon death or Disability) or (y) after a Change in Control (I) without Cause or (II) the Executive resigns for Good Reason, the Executive shall be entitled to the following, subject to Section 8(g):
Cause or for Good Reason. Notwithstanding the foregoing and any other provisions of the Plan to the contrary, in the event that you experience a Termination of Service due to your death or Disability, by the Company without Cause, or by you for Good Reason, the Target PSUs will remain outstanding and will be eligible to be earned and vest based on actual achievement of the applicable performance-based vesting conditions determined as of the end of the Performance Period in accordance Section 2(c) of this Agreement; provided that the number of your Earned PSUs (if any) that may become vested will be prorated based on a fraction, (x) the numerator of which is the number of days from the Grant Date through the date of your Termination of Service, and (y) the denominator of which is 1,096; and provided further that (i) in the event of your Termination of Service by the Company without Cause or by you for Good Reason, you have been employed by the Company or one of its Subsidiaries for at least twelve (12) months following the Grant Date, (ii) in the event of your Termination of Service by the Company without Cause or by you for Good Reason, you deliver to the Company, and fail to revoke, a signed release of claims acceptable to the Company within fifty-five (55) days following the date of your Termination of Service and (iii) you comply with the restrictive covenants set forth in Sections 8 and 9. Notwithstanding the foregoing, in the event your Termination of Service occurs as a result of the entity for which you are employed ceasing to qualify as a Subsidiary prior to the twelve (12)-month anniversary of the Grant Date, the requirement to be employed by the Company or one of its Subsidiaries for at least twelve (12) months as set forth in clause (i) above shall not apply (and, for the avoidance of doubt, the Earned PSUs (if any) eligible to vest shall be prorated and otherwise determined in accordance with this Section 2(d) (the “Divestiture Treatment”).
Cause or for Good Reason. If the Recipient’s Continuous Service is terminated (a) by reason of the Disability of the Recipient, (b) by the Company or a Related Entity without Cause, or (c) by the Recipient for Good Reason, the Recipient shall earn a number of PRSUs calculated in accordance with Section 3 hereof, with the “End Price” based on the 90-day volume weighted average share price of the Common Stock as of the date the Recipient’s Continuous Service is terminated, and the number of shares of Common Stock earned, net of applicable withholdings, will be transferred to the Recipient as soon as reasonably practicable. 10.
Cause or for Good Reason. If, prior to a Change in Control, your Service terminates more than 6 months after the Grant Date but prior to the Vesting Date because of your involuntary termination of Service by the Company without Cause or your voluntary termination for Good Reason, you will remain eligible to vest on the Vesting Date (to the extent and in the vesting percentage that the Performance Goals are satisfied) with respect to a pro rata portion of the Performance Stock Units as if your Service had not terminated, which pro rata portion will be calculated by multiplying the total number of the Performance Stock Units that would vest based on actual performance (i.e., the Target Number of Performance Share Units multiplied by the applicable vesting percentage determined in accordance with Exhibit A) by a fraction, the numerator of which equals the number of days that you provided Service during the Performance Period and the denominator of which equals the total number of days in the Performance Period, effective as of the Vesting Date. Certain Terminations upon Qualified Retirement. If, prior to a Change in Control, your Service terminates more than 6 months after the Grant Date but prior to the Vesting Date because of your Qualified Retirement you will remain eligible to vest on the Vesting Date (to the extent and in the vesting percentage that the Performance Goals are satisfied) with respect to a pro rata portion of the Performance Stock Units as if your Service had not terminated, which pro rata portion will be calculated by multiplying the total number of the Performance Stock Units that would vest based on actual performance by an additional percentage, which percentage shall be: •If termination of Service because of Qualified Retirement occurs more than 6 months but no more than 12 months after the Grant Date, then the additional multiplier percentage shall be 33.3%; •If termination of Service because of Qualified Retirement occurs more than 12 months but no more than 24 months after the Grant Date, then the additional multiplier percentage shall be 66.7%; and •If termination of Service because of Qualified Retirement occurs more than 24 months after the Grant Date, then the additional multiplier percentage shall be 100%. Other Terminations. If, prior to the Vesting Date, your Service terminates (i) because of your involuntary termination of Service by the Company for Cause, (ii) because of your voluntary termination other than for Good Reason, Qualified Retirement or ...
Cause or for Good Reason. In thx xxxxx xxxx the Company terminates your employment during, or at the end of, the Active Employment Term without Cause (except for your becoming a consultant in accordance with the terms of this Agreement) or you terminate employment for Good Reason, the Company will pay you in a lump sum promptly following such termination an amount equal to the sum of 1) your Base Salary for the remainder of the originally scheduled Active Employment Term (unaffected by its early termination), and 2) five years of your Consulting Fee; provided that if such termination occurs on or prior to the first anniversary of the Effective Time, the amount of the Consulting Fee attributable to the period between the first and second anniversaries of the Effective Time shall be One Million Five Hundred Thousand ($1,500,000). In the event that the Company terminates the consulting arrangement during the Consulting Term without Cause or you terminate the consulting arrangement for Good Reason, the Company will pay you in a lump sum promptly following such termination the balance of your Consulting Fees for the remainder of the originally scheduled Consulting Term (unaffected by its early termination). For purposes of this Agreement, the term "Cause" means (i) a material breach by you of your duties and responsibilities (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on your part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company, and which is not remedied in a reasonable period of time after receipt of written notice from the Company's CEO
Cause or for Good Reason. Notwithstanding the foregoing and any other provisions of the Plan to the contrary, in the event that you experience a Termination of Service due to your death or Disability, by the Company without Cause, or by you for Good Reason, the Target PSUs will remain outstanding and will be eligible to be earned and vest based on actual achievement of the applicable performance-based vesting conditions determined as of the end of the Performance Period in accordance Section 2(c) of this Agreement; provided that the number of your Earned PSUs (if any) that may become vested will be prorated based on a fraction, (x) the numerator of which is the number of days from the Grant Date through the date of your Termination of Service (and, in the case of your Termination of Service by the Company without Cause or by you for Good Reason, plus an additional period of twelve (12) months following the date of such Termination of Service) (not to exceed 1,095), and (y) the denominator of which is 1,095; and provided further that (i) in the event of your Termination of Service by the Company without Cause or by you for Good Reason, you deliver to the Company, and fail to revoke, a signed release of claims acceptable to the Company within fifty-five (55) days following the date of your Termination of Service and (ii) you comply with the restrictive covenants set forth in Sections 8 and 9.
