Common use of Change of Control or Termination of Grantee’s Service Relationship Clause in Contracts

Change of Control or Termination of Grantee’s Service Relationship. (a) If the Grantee is a party to a Service Agreement, the provisions of Sections 5(b), 5(c), 5(d) and 5(e) below shall govern the vesting of the Grantee’s Award [2018] LTIP Units (PB) exclusively in the event of a Change of Control or termination of the Grantee’s service relationship with the Company or any Subsidiary or affiliate, unless the Service Agreement contains provisions that expressly refer to this Section 5 and provides that those provisions of the Service Agreement shall instead govern the vesting of the Grantee’s Award [2018] LTIP Units (PB). The foregoing sentence will be deemed an amendment to any applicable Service Agreement to the extent required to apply its terms consistently with this Section 5, such that, by way of illustration, any provisions of the Service Agreement with respect to accelerated vesting or payout of the Grantee’s bonus or incentive compensation awards in the event of certain types of terminations of Grantee’s service relationship (such as, for example, termination at the end of the term, termination without Cause by the employer or termination for Good Reason by the employee) shall not be interpreted as requiring that any calculations set forth in Section 4 hereof be performed, or vesting occur with respect to this Award other than as specifically provided in this Section 5. In the event an entity ceases to be a Subsidiary or affiliate of the Company, such action shall be deemed to be a termination of employment of all employees of that entity for purposes of this Agreement, provided that the Committee, in its sole and absolute discretion, may make provision in such circumstances for accelerated vesting of some or all of the Grantee’s unvested Award [2018] LTIP Units (PB) that have not previously been forfeited.

Appears in 1 contract

Samples: Unit Award Agreement (Macerich Co)

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Change of Control or Termination of Grantee’s Service Relationship. (a) [If the Grantee is a party to a Service Agreement, the provisions of Sections 5(b), 5(c), 5(d) and 5(e5(d) below shall govern the vesting of the Grantee’s Award [20182014] LTIP Units (PB) exclusively in the event of a Change of Control or termination of the Grantee’s service relationship with the Company or any Subsidiary or affiliate, unless the Service Agreement contains provisions that expressly refer to this Section 5 and provides that those provisions of the Service Agreement shall instead govern the vesting of the Grantee’s Award [20182014] LTIP Units (PB). The foregoing sentence will be deemed an amendment to any applicable Service Agreement to the extent required to apply its terms consistently with this Section 5, such that, by way of illustration, any provisions of the Service Agreement with respect to accelerated vesting or payout of the Grantee’s bonus or incentive compensation awards in the event of certain types of terminations of Grantee’s service relationship (such as, for example, termination at the end of the term, termination without Cause by the employer or termination for Good Reason by the employee) shall not be interpreted as requiring that any calculations set forth in Section 4 hereof be performed, or vesting occur with respect to this Award other than as specifically provided in this Section 5. .]* In the event an entity ceases to be a Subsidiary or affiliate of the Company, such action shall be deemed to be a termination of employment of all employees of that entity for purposes of this Agreement, provided that the Committee, in its sole and absolute discretion, may make provision in such circumstances for accelerated vesting of some or all of the Grantee’s unvested Award [20182014] LTIP Units (PB) that have not previously been forfeitedforfeited and, if applicable, for the granting of Award [2014]-2 LTIP Units (PB) effective immediately prior to such event.

Appears in 1 contract

Samples: Unit Award Agreement (Macerich Co)

Change of Control or Termination of Grantee’s Service Relationship. (a) If the Grantee is a party to a Service Agreement, the provisions of Sections 5(b), 5(c), 5(d) and 5(e) below this Section 5 shall govern the vesting of the Grantee’s Award [2018] LTIP Units (PB) 's Restricted Stock exclusively in the event of a Change of Control or termination of the Grantee’s 's service relationship with the Company or any Subsidiary or affiliate, unless the Service Agreement contains provisions that expressly refer to this Section 5 and provides that those provisions of the Service Agreement shall instead govern the vesting of the Grantee’s Award [2018] LTIP Units (PB)'s Restricted Stock. The foregoing sentence will be deemed an amendment to any applicable Service Agreement to the extent required to apply its terms consistently with this Section 5, such that, by way of illustration, any provisions of the Service Agreement with respect to accelerated vesting or payout of the Grantee’s 's bonus or incentive compensation awards in the event of certain types of terminations of Grantee’s 's service relationship (such as, for example, termination at the end of the term, termination without Cause by the employer or termination for Good Reason by the employee) shall not be interpreted as requiring that any calculations set forth in Section 4 hereof be performed, performed or vesting occur with respect to this Award other than as specifically provided in this Section 5. In the event an entity ceases to be a Subsidiary or affiliate of the Company, such action shall be deemed to be a termination of employment of all employees of that entity for purposes of this Agreement, provided that if vesting would not otherwise occur upon such deemed termination pursuant to this Agreement, the Committee, in its sole and absolute discretion, may make provision in such circumstances for accelerated vesting of some or all of the Grantee’s 's remaining unvested Award [2018] LTIP Units (PB) shares of Restricted Stock that have not previously been forfeitedforfeited effective immediately prior to such event.

Appears in 1 contract

Samples: Incentive Plan Award Agreement (Medical Properties Trust Inc)

Change of Control or Termination of Grantee’s Service Relationship. (a) [If the Grantee is a party to a Service Agreement, the provisions of Sections 5(b), 5(c), 5(d) and 5(e5(d) below shall govern the vesting of the Grantee’s Award [20182013] LTIP Units (PB) exclusively in the event of a Change of Control or termination of the Grantee’s service relationship with the Company or any Subsidiary or affiliate, unless the Service Agreement contains provisions that expressly refer to this Section 5 and provides that those provisions of the Service Agreement shall instead govern the vesting of the Grantee’s Award [20182013] LTIP Units (PB)Units. The foregoing sentence will be deemed an amendment to any applicable Service Agreement to the extent required to apply its terms consistently with this Section 5, such that, by way of illustration, any provisions of the Service Agreement with respect to accelerated vesting or payout of the Grantee’s bonus or incentive compensation awards in the event of certain types of terminations of Grantee’s service relationship (such as, for example, termination at the end of the term, termination without Cause by the employer or termination for Good Reason by the employee) shall not be interpreted as requiring that any calculations set forth in Section 4 hereof be performed, or vesting occur with respect to this Award other than as specifically provided in this Section 5. .]* In the event an entity ceases to be a Subsidiary or affiliate of the Company, such action shall be deemed to be a termination of employment of all employees of that entity for purposes of this Agreement, provided that the Committee, in its sole and absolute discretion, may make provision in such circumstances for accelerated vesting of some or all of the Grantee’s unvested Award [20182013] LTIP Units (PB) that have not previously been forfeitedforfeited and, if applicable, for the granting of Award [2013]-2 LTIP Units effective immediately prior to such event.

Appears in 1 contract

Samples: Ltip Unit Award Agreement (Macerich Co)

Change of Control or Termination of Grantee’s Service Relationship. (a) If the Grantee is a party to a Service Agreement, the provisions of Sections 5(b), 5(c), 5(d) and 5(e) below this Section 5 shall govern the vesting of the Grantee’s Award [2018] 2021 LTIP Units (PB) exclusively in the event of a Change of Control or termination of the Grantee’s service relationship with the Company or any Subsidiary or affiliate, unless the Service Agreement contains provisions that expressly refer to this Section 5 and provides that those provisions of the Service Agreement shall instead govern the vesting of the Grantee’s Award [2018] 2021 LTIP Units (PB). The foregoing sentence will be deemed an amendment to any applicable Service Agreement to the extent required to apply its terms consistently with this Section 5, such that, by way of illustration, any provisions of the Service Agreement with respect to accelerated vesting or payout of the Grantee’s bonus or incentive compensation awards in the event of certain types of terminations of Grantee’s service relationship (such as, for example, termination at the end of the term, termination without Cause by the employer or termination for Good Reason by the employee) shall not (unless the Service Agreement contains provisions that expressly refer to this Section 5 and provides that those provisions of the Service Agreement shall instead govern the vesting of the Grantee’s 2021 LTIP Units (PB)) be interpreted as requiring that any calculations set forth in Section 4 hereof be performed, or vesting occur with respect to this Award other than as specifically provided in this Section 5. In the event an entity ceases to be a Subsidiary or affiliate of the Company, such action shall be deemed to be a termination of employment of all employees of that entity for purposes of this AgreementAgreement resulting in any then unvested 2021 LTIP Units (PB), without payment of any consideration by the Partnership, being automatically and without notice forfeited; provided that the Committee, in its sole and absolute discretion, may make provision in such circumstances for accelerated vesting of some or all of the Grantee’s remaining unvested Award [2018] 2021 LTIP Units (PB) that have not previously been forfeitedforfeited and, if applicable, for the granting of 2021-2 LTIP Units (PB) effective immediately prior to such event.

Appears in 1 contract

Samples: Ltip Unit Award Agreement (Macerich Co)

Change of Control or Termination of Grantee’s Service Relationship. (a) If the Grantee is a party to a Service Agreement, the provisions of Sections 5(b), 5(c), 5(d) and 5(e5(d) below shall govern the vesting of the Grantee’s Award [2018] 2010 LTIP Units (PB) exclusively in the event of a Change of Control or termination of the Grantee’s service relationship with the Company or any Subsidiary or affiliate, unless the Service Agreement contains provisions that expressly refer to this Section 5 and provides that those provisions of the Service Agreement shall instead govern the vesting of the Grantee’s Award [2018] 2010 LTIP Units (PB)Units. The foregoing sentence will be deemed an amendment to any applicable Service Agreement to the extent required to apply its terms consistently with this Section 5, such that, by way of illustration, any provisions of the Service Agreement with respect to accelerated vesting or payout of the Grantee’s bonus or incentive compensation awards in the event of certain types of terminations of Grantee’s service relationship (such as, for example, termination at the end of the term, termination without Cause by the employer or termination for Good Reason by the employee) shall not be interpreted as requiring that any calculations set forth in Section 4 hereof be performed, or vesting occur with respect to this Award other than as specifically provided in this Section 5. In the event an entity ceases to be a Subsidiary or affiliate of the Company, such action shall be deemed to be a termination of employment of all employees of that entity for purposes of this Agreement, provided that the Committee, in its sole and absolute discretion, may make provision in such circumstances for accelerated vesting of some or all of the Grantee’s unvested Award [2018] 2010 LTIP Units (PB) that have not previously been forfeitedforfeited and, if applicable, for the granting of Award 2010-2 LTIP Units effective immediately prior to such event.

Appears in 1 contract

Samples: 2010 Ltip Unit (Macerich Co)

Change of Control or Termination of Grantee’s Service Relationship. (a) If the Grantee is a party to a Service Agreement, the provisions of Sections 5(b), 5(c), 5(d) and 5(e5(d) below shall govern the vesting of the Grantee’s 's Award [2018] LTIP Units (PB) exclusively in the event of a Change of Control or termination of the Grantee’s 's service relationship with the Company or any Subsidiary or affiliate, unless the Service Agreement contains provisions that expressly refer to this Section 5 and provides that those provisions of the Service Agreement shall instead govern the vesting of the Grantee’s 's Award [2018] LTIP Units (PB)Units. The foregoing sentence will be deemed an amendment to any applicable Service Agreement to the extent required to apply its terms consistently with this Section 5, such that, by way of illustration, any provisions of the Service Agreement with respect to accelerated vesting or payout of the Grantee’s 's bonus or incentive compensation awards in the event of certain types of terminations of Grantee’s 's service relationship (such as, for example, termination at the end of the term, termination without Cause by the employer or termination for Good Reason by the employee) shall not be interpreted as requiring that any calculations set forth in Section 4 hereof be performed, or vesting occur with respect to this Award other than as specifically provided in this Section 5. In the event an entity ceases to be a Subsidiary or affiliate of the Company, such action shall be deemed to be a termination of employment of all employees of that entity for purposes of this Agreement, provided that the Committee, in its sole and absolute discretion, may make provision in such circumstances for accelerated vesting of some or all of the Grantee’s 's remaining unvested Award [2018] LTIP Units (PB) that have not previously been forfeited, effective immediately prior to such event.

Appears in 1 contract

Samples: Incentive Plan Award Agreement (Macerich Co)

Change of Control or Termination of Grantee’s Service Relationship. (a) If the Grantee is a party to a Service Agreement, the provisions of Sections 5(b), 5(c), 5(d) and 5(e) below this Section 5 shall govern the vesting of the Grantee’s Award [2018] LTIP Units (PB) exclusively in the event of a Change of Control or termination of the Grantee’s service relationship with the Company or any Subsidiary or affiliate, unless the Service Agreement contains provisions that expressly refer to this Section 5 and provides that those provisions of the Service Agreement shall instead govern the vesting of the Grantee’s Award [2018] LTIP Units (PB)Units. The foregoing sentence will be deemed an amendment to any applicable Service Agreement to the extent required to apply its terms consistently with this Section 5, such that, by way of illustration, any provisions of the Service Agreement with respect to accelerated vesting or payout of the Grantee’s bonus or incentive compensation awards in the event of certain types of terminations of Grantee’s service relationship (such as, for example, termination at the end of the term, termination without Cause by the employer or termination for Good Reason by the employee) shall not be interpreted as requiring that any calculations set forth in Section 4 hereof be performed, performed or vesting occur with respect to this Award other than as specifically provided in this Section 5. In the event an entity ceases to be a Subsidiary or affiliate of the Company, such action shall be deemed to be a termination of employment of all employees of that entity for purposes of this Agreement, provided that if vesting would not otherwise occur upon such deemed termination pursuant to this Agreement, the Committee, in its sole and absolute discretion, may make provision in such circumstances for accelerated vesting of some or all of the Grantee’s remaining unvested Award [2018] LTIP Units (PB) that have not previously been forfeitedforfeited effective immediately prior to such event.

Appears in 1 contract

Samples: Incentive Plan Award Agreement (Medical Properties Trust Inc)

Change of Control or Termination of Grantee’s Service Relationship. (a) If the Grantee is a party to a Service Agreement, the provisions of Sections 5(b), 5(c), 5(d) and 5(e) below shall govern the vesting of the Grantee’s Award [20182016] LTIP Units (PB) exclusively in the event of a Change of Control or termination of the Grantee’s service relationship with the Company or any Subsidiary or affiliate, unless the Service Agreement contains provisions that expressly refer to this Section 5 and provides that those provisions of the Service Agreement shall instead govern the vesting of the Grantee’s Award [20182016] LTIP Units (PB). The foregoing sentence will be deemed an amendment to any applicable Service Agreement to the extent required to apply its terms consistently with this Section 5, such that, by way of illustration, any provisions of the Service Agreement with respect to accelerated vesting or payout of the Grantee’s bonus or incentive compensation awards in the event of certain types of terminations of Grantee’s service relationship (such as, for example, termination at the end of the term, termination without Cause by the employer or termination for Good Reason by the employee) shall not be interpreted as requiring that any calculations set forth in Section 4 hereof be performed, or vesting occur with respect to this Award other than as specifically provided in this Section 5. In the event an entity ceases to be a Subsidiary or affiliate of the Company, such action shall be deemed to be a termination of employment of all employees of that entity for purposes of this Agreement, provided that the Committee, in its sole and absolute discretion, may make provision in such circumstances for accelerated vesting of some or all of the Grantee’s unvested Award [20182016] LTIP Units (PB) that have not previously been forfeited.

Appears in 1 contract

Samples: Unit Award Agreement (Macerich Co)

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Change of Control or Termination of Grantee’s Service Relationship. (a) If the Grantee is a party to a Service Agreement, the provisions of Sections 5(b), 5(c), 5(d) and 5(e) below this Section 5 shall govern the vesting of the Grantee’s Award [2018[ ] LTIP Units (PB) exclusively in the event of a Change of Control or termination of the Grantee’s service relationship with the Company or any Subsidiary or affiliate, unless the Service Agreement contains provisions that expressly refer to this Section 5 and provides that those provisions of the Service Agreement shall instead govern the vesting of the Grantee’s Award [2018[ ] LTIP Units (PB). The foregoing sentence will be deemed an amendment to any applicable Service Agreement to the extent required to apply its terms consistently with this Section 5, such that, by way of illustration, any provisions of the Service Agreement with respect to accelerated vesting or payout of the Grantee’s bonus or incentive compensation awards in the event of certain types of terminations of Grantee’s service relationship (such as, for example, termination at the end of the term, termination without Cause by the employer or termination for Good Reason by the employee) shall not (unless the Service Agreement contains provisions that expressly refer to this Section 5 and provides that those provisions of the Service Agreement shall instead govern the vesting of the Grantee’s [ ] LTIP Units (PB)) be interpreted as requiring that any calculations set forth in Section 4 hereof be performed, or vesting occur with respect to this Award other than as specifically provided in this Section 5. In the event an entity ceases to be a Subsidiary or affiliate of the Company, such action shall be deemed to be a termination of employment of all employees of that entity for purposes of this AgreementAgreement resulting in any then unvested [ ] LTIP Units (PB), without payment of any consideration by the Partnership, being automatically and without notice forfeited; provided that the Committee, in its sole and absolute discretion, may make provision in such circumstances for accelerated vesting of some or all of the Grantee’s remaining unvested Award [2018[ ] LTIP Units (PB) that have not previously been forfeitedforfeited and, if applicable, for the granting of [ ]-2 LTIP Units (PB) effective immediately prior to such event.

Appears in 1 contract

Samples: Ltip Unit Award Agreement (Macerich Co)

Change of Control or Termination of Grantee’s Service Relationship. (a) If the Grantee is a party to a Service Agreement, the provisions of Sections 5(b), 5(c), 5(d) and 5(e5(d) below shall govern the vesting of the Grantee’s Award [2018[ ] LTIP Units (PB) exclusively in the event of a Change of Control or termination of the Grantee’s service relationship with the Company or any Subsidiary or affiliate, unless the Service Agreement contains provisions that expressly refer to this Section 5 and provides that those provisions of the Service Agreement shall instead govern the vesting of the Grantee’s Award [2018[ ] LTIP Units (PB)Units. The foregoing sentence will be deemed an amendment to any applicable Service Agreement to the extent required to apply its terms consistently with this Section 5, such that, by way of illustration, any provisions of the Service Agreement with respect to accelerated vesting or payout of the Grantee’s bonus or incentive compensation awards in the event of certain types of terminations of Grantee’s service relationship (such as, for example, termination at the end of the term, termination without Cause by the employer or termination for Good Reason by the employee) shall not be interpreted as requiring that any calculations set forth in Section 4 hereof be performed, or vesting occur with respect to this Award other than as specifically provided in this Section 5. In the event an entity ceases to be a Subsidiary or affiliate of the Company, such action shall be deemed to be a termination of employment of all employees of that entity for purposes of this Agreement, provided that the Committee, in its sole and absolute discretion, may make provision in such circumstances for accelerated vesting of some or all of the Grantee’s unvested Award [2018[ ] LTIP Units (PB) that have not previously been forfeitedforfeited and, if applicable, for the granting of Award [ ]-2 LTIP Units effective immediately prior to such event.

Appears in 1 contract

Samples: Award Agreement (Macerich Co)

Change of Control or Termination of Grantee’s Service Relationship. (a) [If the Grantee is a party to a Service Agreement, the provisions of Sections 5(b), 5(c), 5(d) and 5(e5(d) below shall govern the vesting of the Grantee’s Award [20182014] LTIP Units (PB-AT) exclusively in the event of a Change of Control or termination of the Grantee’s service relationship with the Company or any Subsidiary or affiliate, unless the Service Agreement contains provisions that expressly refer to this Section 5 and provides that those provisions of the Service Agreement shall instead govern the vesting of the Grantee’s Award [20182014] LTIP Units (PB-AT). The foregoing sentence will be deemed an amendment to any applicable Service Agreement to the extent required to apply its terms consistently with this Section 5, such that, by way of illustration, any provisions of the Service Agreement with respect to accelerated vesting or payout of the Grantee’s bonus or incentive compensation awards in the event of certain types of terminations of Grantee’s service relationship (such as, for example, termination at the end of the term, termination without Cause by the employer or termination for Good Reason by the employee) shall not be interpreted as requiring that any calculations set forth in Section 4 hereof be performed, or vesting occur with respect to this Award other than as specifically provided in this Section 5. .]* In the event an entity ceases to be a Subsidiary or affiliate of the Company, such action shall be deemed to be a termination of employment of all employees of that entity for purposes of this Agreement, provided that the Committee, in its sole and absolute discretion, may make provision in such circumstances for accelerated vesting of some or all of the Grantee’s unvested Award [20182014] LTIP Units (PB-AT) that have not previously been forfeitedforfeited and, if applicable, for the granting of Award [2014]-2 LTIP Units (PB-AT) effective immediately prior to such event.

Appears in 1 contract

Samples: Award Agreement (Macerich Co)

Change of Control or Termination of Grantee’s Service Relationship. (a) If the Grantee is a party to a Service Agreement, the provisions of Sections 5(b), 5(c), 5(d) and 5(e) below this Section 5 shall govern the vesting of the Grantee’s Award [2018[ ] LTIP Units (PB) exclusively in the event of a Change of Control or termination of the Grantee’s service relationship with the Company or any Subsidiary or affiliate, unless the Service Agreement contains provisions that expressly refer to this Section 5 and provides that those provisions of the Service Agreement shall instead govern the vesting of the Grantee’s Award [2018[ ] LTIP Units (PB). The foregoing sentence will be deemed an amendment to any applicable Service Agreement to the extent required to apply its terms consistently with this Section 5, such that, by way of illustration, any provisions of the Service Agreement with respect to accelerated vesting or payout of the Grantee’s bonus or incentive compensation awards in the event of certain types of terminations of Grantee’s service relationship (such as, for example, termination at the end of the term, termination without Cause by the employer or termination for Good Reason by the employee) shall not (unless the Service Agreement contains provisions that expressly refer to this Section 5 and provides that those provisions of the Service Agreement shall instead govern the vesting of the Grantee’s [ ] LTIP Units (PB)) be interpreted as requiring that any calculations set forth in Section 4 hereof be performed, or vesting occur with respect to this Award other than as specifically provided in this Section 5. In the event an entity ceases to be a Subsidiary or affiliate of the Company, such action shall be deemed to be a termination of employment of all employees of that entity for purposes of this AgreementAgreement resulting in any then unvested [ ] LTIP Units (PB), without payment of any consideration by the Partnership, being automatically and without notice forfeited; provided that the Committee, in its sole and absolute discretion, may make provision in such circumstances for accelerated vesting of some or all of the Grantee’s remaining unvested Award [2018[ ] LTIP Units (PB) that have not previously been forfeitedforfeited effective immediately prior to such event.

Appears in 1 contract

Samples: Ltip Unit Award Agreement (Macerich Co)

Change of Control or Termination of Grantee’s Service Relationship. (a) If the Grantee is a party to a Service Agreement, the provisions of Sections 5(b), 5(c), 5(d) and 5(e) below this Section 5 shall govern the vesting of the Grantee’s Award [2018[ ] LTIP Units (PBSB) exclusively in the event of a Change of Control or termination of the Grantee’s service relationship with the Company or any Subsidiary or affiliate, unless the Service Agreement contains provisions that expressly refer to this Section 5 and provides that those provisions of the Service Agreement shall instead govern the vesting of the Grantee’s Award [2018[ ] LTIP Units (PBSB). The foregoing sentence will be deemed an amendment to any applicable Service Agreement to the extent required to apply its terms consistently with this Section 5, such that, by way of illustration, any provisions of the Service Agreement with respect to accelerated vesting or payout of the Grantee’s bonus or incentive compensation awards in the event of certain types of terminations of Grantee’s service relationship (such as, for example, termination at the end of the term, termination without Cause by the employer or termination for Good Reason by the employee) shall not (unless the Service Agreement contains provisions that expressly refer to this Section 5 and provides that those provisions of the Service Agreement shall instead govern the vesting of the Grantee’s [ ] LTIP Units (SB)) be interpreted as requiring that any calculations set forth in Section 4 hereof be performed, or vesting occur with respect to this Award other than as specifically provided in this Section 5. In the event an entity ceases to be a Subsidiary or affiliate of the Company, such action shall be deemed to be a termination of employment of all employees of that entity for purposes of this Agreement, resulting in any then unvested [ ] LTIP Units (PB), without payment of any consideration by the Partnership, being automatically and without notice forfeited, provided that the Committee, in its sole and absolute discretion, may make provision in such circumstances for accelerated vesting of some or all of the Grantee’s remaining unvested Award [2018[ ] LTIP Units (PBSB) that have not previously been forfeitedforfeited effective immediately prior to such event.

Appears in 1 contract

Samples: Ltip Unit Award Agreement (Macerich Co)

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