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.
Certain Terminations. All unvested RSUs shall immediately become vested upon a Termination due to (i) the Participant’s death or (ii) the Participant’s Disability.
Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date:
(i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target number of Performance Shares; or
(ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance Shares, and (B) for any unvested Performance Shares that were granted less than one year prior to Participant’s effective termination date, vest in a pro rata portion of such Performance Shares; however, Key may, in its sole discretion, provide that any unvested Performance Shares that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vest); or
(iii) the Participant’s continuous employment is terminated as a result of the Participant’s Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will vest in a pro rata portion of any unvested Performance Shares; or
(iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, the Participant will vest in any unvested Performance Shares on the scheduled Vesting Date(s); provided, however, that should KeyCorp determine, in its sole discretion, that full vesting of any unvested Performance Shares would result in the unjust enrichment of the Participant, or would be contrary to any Key policy, or otherwise could be detrimental to the interests of Key or its shareholders, KeyCorp may choose to vest only a pro-rata portion of the unvested Performance Shares instead. Subject to Section 14 hereof, Performance Shares vested under the provisions of Section 1(b)(i) or (iii) and any Performance Shares subject to pro rata vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the termination of the Participant’s employment, and Performance Shares subject to continued vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the scheduled Vesti...
Certain Terminations. (a) Termination by the Company other than for Cause, Death or Disability; Termination by the Company due to Non-Renewal;
Certain Terminations. If Executive is terminated without cause or terminates his employment hereunder with Good Reason, (1) the Company shall make the insurance premium payments contemplated by COBRA for a period of 12 months after such termination, (2) the Executive shall be entitled to receive a pro rated portion of any annual bonus to which the Executive would have been entitled for the year during which the termination occurred had the Executive not been terminated and (3) all of Executive's options to purchase Metals stock shall vest thereupon.
Certain Terminations. (i) If a Termination occurs during the Employment Period, Cinergy will pay to the Executive a lump sum amount, in cash, equal to the sum of the following Accrued Obligations:
(1) the Executive's Annual Base Salary through the Date of Termination to the extent not previously paid;
(2) an amount equal to the AIP Benefit for the fiscal year that includes the Date of Termination multiplied by a fraction, the numerator of which is the number of days from the beginning of that fiscal year to and including the Date of Termination and the denominator of which is three hundred and sixty-five (365). The AIP Benefit will be determined using a percentage determined by the Chief Executive Officer, in his discretion, up to the maximum percentage specified in Subsection 3b, but no less than the Target Annual Bonus.
(3) any compensation previously deferred by the Executive (together with any accrued interest or earnings) and any accrued vacation pay, in each case to the extent not previously paid. The Accrued Obligations described in this Paragraph 5a(i) will be paid within thirty (30) days after the Date of Termination. These Accrued Obligations are payable to the Executive regardless of whether a Change in Control has occurred.
(ii) Prior to the occurrence of a Change in Control, and in the event of (A) a Termination other than by reason of the Executive's death, or (B) the Executive's termination of his employment during the Employment Period for Good Reason, Cinergy will pay the Accrued Obligations, and Cinergy will have the following obligations:
(1) Cinergy will pay to the Executive a lump sum amount, in cash, equal to three (3) times the sum of the Annual Base Salary and the AIP Benefit. For this purpose, the Annual Base Salary will be at the rate in effect at the time Notice of Termination is given (without giving effect to any reduction in Annual Base Salary, if any, prior to the termination). The AIP Benefit will be determined using a percentage determined by the Chief Executive Officer, in his discretion, which will not be less than the Executive's annual target percentage for the fiscal year in which the Termination occurs and will not be greater than the maximum percentage specified in Subsection 3b. This lump sum will be paid within thirty (30) days of the Date of Termination.
(2) Cinergy will pay to the Executive the value of all deferred compensation amounts and all executive life insurance benefits whether or not they are otherwise currently vested or pay...
Certain Terminations. Unless the Executive expressly agrees otherwise, if the Company gives written notice of its intent to discontinue the daily extensions of the Term as provided for in Section 2.2 hereof within the two months preceding or the 18 months following a Change of Control, the giving of such notice shall be treated as a termination by the Company for other than Misconduct as of the date such notice is given.
Certain Terminations. Any unvested portion of this SAR shall immediately become vested upon a Termination due to (i) the Participant’s death, (ii) the Participant’s Disability, (iii) a Termination by the Company without Cause or (iv) a Termination by the Participant for Good Reason.
Certain Terminations. Subject to Section 3(d) but otherwise notwithstanding anything to the contrary set forth in the Employment Agreement, the Plan or this Agreement, upon the termination of employment of the Participant:
(i) following the Effective Date by the Company for Cause (as defined in the Employment Agreement), by the Participant without Good Reason (as defined in the Employment Agreement) other than as a result of Participant retiring from the Company at any time after the Effective Date (“Retirement”) or as a result of the Participant's death or Disability (as defined in the Employment Agreement), all unvested Restricted Shares shall be forfeited and returned to the Company; provided that, in the case of termination by the Participant without Good Reason prior to the Release Date (as defined below), the Eligible Restricted Shares that have met the Measurement Standard shall remain outstanding and unvested until the Release Date and, in the absence of a Forfeiture Termination (as defined below), shall vest on the Release Date to the extent vesting would have occurred on the date of termination; or
(ii) by the Company without Cause, by the Participant as a result of Retirement or by the Participant for Good Reason, subject to Section 3(d):
(A) the unvested Restricted Shares shall remain outstanding and eligible to vest in accordance with Section 3(a) until the tenth (10th) anniversary of the Effective Date as to (i) Restricted Shares that are Eligible Restricted Shares on the Date of Termination (as defined in the Employment Agreement), and (ii) a number of Non-Eligible Restricted Shares, if any, in the group of Restricted Shares which first would have become Eligible Restricted Shares on the anniversary of the Effective Date immediately following the Date of Termination equal to the number of Restricted Shares in such group multiplied by a fraction, the numerator of which is the number of calendar days following the anniversary of the Effective Date immediately preceding the Date of Termination (or, in the case of the Restricted Shares which would first have become Eligible Restricted Shares on the first anniversary of the Effective Date, the Effective Date) through the Date of Termination, and the denominator of which is 365 (with those Restricted Shares described in this clause (ii) becoming Eligible Restricted Shares); and
(B) any Non-Eligible Restricted Shares that remain unvested after the application of clause (A) and Section 3(d) shall immediately be forfeited...
Certain Terminations. (i) If a Qualifying Termination occurs during the Employment Period, Cinergy will pay to the Executive a lump sum amount, in cash, equal to the sum of the following Accrued Obligations:
(1) the pro-rated portion of the Executive’s Annual Base Salary payable through the Date of Termination, to the extent not previously paid.
(2) any amount payable to the Executive under the Annual Incentive Plan in respect of the most recently completed fiscal year, to the extent not theretofore paid.
(3) an amount equal to the AIP Benefit for the fiscal year that includes the Date of Termination multiplied by a fraction, the numerator of which is the number of days from the beginning of that fiscal year to and including the Date of Termination and the denominator of which is three hundred and sixty-five (365). The AIP Benefit component of the calculation will be equal to the annual bonus that would have been earned by the Executive pursuant to any annual bonus or incentive plan maintained by Cinergy in respect of the fiscal year in which occurs the Date of Termination, determined by projecting Cinergy’s performance and other applicable goals and objectives for the entire fiscal year based on Cinergy’s performance during the period of such fiscal year occurring prior to the Date of Termination, and based on such other assumptions and rates as Cinergy deems reasonable.
(4) the Accrued Obligations described in this Section 5a(i) will be paid within thirty (30) days after the Date of Termination. These Accrued Obligations are payable to the Executive regardless of whether a Change in Control has occurred.
(ii) In the event of a Qualifying Termination either prior to the occurrence of a Change in Control, or more than twenty-four (24) months following the occurrence of a Change in Control, Cinergy will pay the Accrued Obligations, and Cinergy will have the following additional obligations described in this Section 5a(ii); provided, however, that each of the benefits described below in this Section 5a(ii) shall only be provided to the Executive if, upon presentation to the Executive following a Qualifying Termination, the Executive timely executes and does not timely revoke the Waiver and Release.
(1) Cinergy will pay to the Executive a lump sum amount, in cash, equal to three (3) times the sum of the Annual Base Salary and the Annual Bonus. For this purpose, the Annual Base Salary will be at the rate in effect at the time Notice of Termination is given (without giving effect to...
