Cessation of Employment; Limited Partner Withdrawal Sample Clauses

Cessation of Employment; Limited Partner Withdrawal. (a) In the event that (x) an Employee Limited Partner fails to fund his Capital Commitment (and provided that such default has not been cured by the Defaulting Partner, together with the payment of interest in accordance with Section 4.6(b), within such five (5) Business Day period) or (y) an Employee Limited Partner or its Reference Employee ceases to be employed by Capmark Financial Group Inc., the Partnership, the Fund, the Fund GP, the General Partner or any of their Affiliates for any reason, including, without limitation, death, termination of employment by the Employee Limited Partner or its Reference Employee or termination of the Employee Limited Partner’s or its Reference Employee’s employment by Capmark Financial Group Inc., the Partnership, the Fund, the Fund GP, the General Partner or any of their Affiliates, either with or without cause, bankruptcy, retirement or disability, or an Employee Limited Partner or its Reference Employee withdraws in accordance with Section 7.9 (each a “Cessation Event”), then all of the following shall apply: (i) such Employee Limited Partner or its Reference Employee and any assignee of such Employee Limited Partner or its Reference Employee (each of which is referred to as a “Former Partner”), if any, shall immediately cease to have any right to approve, vote on or consent to any matter submitted to the Employee Limited Partners for their approval, vote or consent; (ii) any Carried Interest Percentage held by the Former Partner shall cease vesting immediately, subject to the provisions of Section 6.2 with respect to accelerated vesting in certain circumstances; and (iii) any unvested portion of the Carried Interest Percentage held by the Former Partner shall be immediately transferred to the Company Controlled Limited Partner, subject to the provisions of Section 6.2 with respect to accelerated vesting in certain circumstances. (b) Notwithstanding the above, in the event that (a) a Cessation Event has occurred with respect to the Former Partner as a result of termination of employment for Cause, (b) an estate planning vehicle established for such Employee Limited Partner or its Reference Employee has beneficiaries other than the Employee Limited Partner or its Reference Employee, his or her spouse or his or her lineal descendents, or (c) the Former Partner violates any provision of any confidentiality or non-disparagement agreement by and between the Former Partner and Capmark Financial Group Inc., the Partnershi...
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Related to Cessation of Employment; Limited Partner Withdrawal

  • Involuntary Termination of Employment If the Executive does not exercise his withdrawal rights pursuant to Subsection 2.2, and the Executive's employment with the Bank is involuntarily terminated for any reason, including a termination due to disability of the Executive but excluding termination for Cause, or termination following a Change in Control within thirty-six (36) months of such Change in Control, within thirty (30) days of such involuntary termination of employment, the Bank shall be required to make an immediate lump sum Contribution to the Executive's Retirement Income Trust Fund in an amount equal to: (i) the full Contribution required for the Plan Year in which such involuntary termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Contributions to the Retirement Income Trust Fund; provided however, that, if necessary, an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Executive with after tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of the Executive's termination) beginning at his Benefit Age, equal in amount to that benefit which would have been payable to the Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.

  • Compensation Following Termination of Employment In the event that Executive's employment hereunder is terminated, Executive shall be entitled to the following compensation and benefits upon such termination:

  • Retirement, Death or Disability If the Executive’s employment terminates during the Term of this Agreement due to his death, a disability that results in his collection of any long-term disability benefits, or retirement at or after age 62, the Executive (or the beneficiaries of his estate) shall be entitled to receive the compensation and benefits that the Executive would otherwise have become entitled to receive pursuant to subsection (d) hereof upon a resignation without Good Reason.

  • Qualifying Termination of Employment A “Qualifying Termination of Employment” shall mean a termination of Executive’s employment during the Protected Period either (a) by the Company other than for Cause or (b) by Executive for a Good Reason. A termination of employment due to the Executive’s death or Disability during the Protected Period shall not constitute a Qualifying Termination of Employment.

  • Termination of Employment; Change in Control (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if the Optionee's employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if the Optionee's employment terminates by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason (as defined in the last Section hereof), the Option shall remain exercisable for three years from the date of such termination of employment (but not beyond the Term of the Option) and (c) if the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) or (b) of this sentence), the Option may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option). (ii) If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall become fully and immediately vested and exercisable. In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisable.

  • Voluntary Termination of Employment If during the Employment Term, Executive terminates his employment under circumstances other than those specified elsewhere in this Section 8, Executive shall be entitled to the payments and benefits specified in Section 8(a).

  • Cessation of Employment In the event Executive shall cease to be employed by the Company for any reason, then Executive's compensation and benefits shall cease on the date of such event, except as otherwise provided herein or in any applicable employee benefit plan or program.

  • Compensation Upon Termination of Employment If the Executive’s employment hereunder is terminated, in accordance with the provisions of Article III hereof, and except for any other rights or benefits specifically provided for herein to be effective following the Executive’s period of employment, the Company will provide compensation and benefits to the Executive only as follows:

  • Termination of Employment for Cause If Optionee’s employment with the Bancorp or a subsidiary corporation is terminated for cause, this option shall expire thirty (30) days from the date of such termination. Termination for cause shall include, but not be limited to, termination for malfeasance or gross misfeasance in the performance of duties or conviction of a crime involving moral turpitude, and, in any event, the determination of the Board of Directors with respect thereto shall be final and conclusive.

  • REGISTERED RETIREMENT SAVINGS PLAN 1. In this Article:

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