Continuation of Employment after the Retention Date Sample Clauses

Continuation of Employment after the Retention Date. If Officer remains employed by the Company until the beginning of business on September 2, 2015 and satisfies the other terms and conditions of this Agreement, the Company shall grant Officer an award of common stock of the Company (“Stock”) under the 2011 SIP which shall be equal in value to two times (2x) the sum of Officer’s Base Salary and Target Bonus (“New Award”). Stock awarded under this provision shall be subject to the terms and conditions of a Management Stockholders Agreement and issued based on the fair market value of the shares as of September 1, 2015, which value is to be finally determined by one of Tudor, Pickering, Holt, & Co.; Xxxxx Fargo Advisors; RBC Bank; or Duff & Xxxxxx Corporation, which shall be chosen by the Committee, in its sole discretion (the value as so determined as of any applicable date, the “Fair Market Value”). Stock awarded pursuant to this provision shall be fully vested as of the date of grant, which shall be September 2, 2015, and shall not be subject to repurchase or forfeiture for less than the applicable Fair Market Value. Officer shall be entitled, in Officer’s sole discretion, to satisfy in whole or in part any tax withholding requirements and other applicable deductions with respect to the stock awarded pursuant to this provision through the surrender to the Company of shares of Stock valued at the applicable Fair Market Value, including without limitation, shares granted pursuant to this Section 1.2.2.
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Continuation of Employment after the Retention Date. If Officer remains employed by the Company until the beginning of business on September 2, 2015 and satisfies the other terms and conditions of this Agreement, in lieu of the repurchase provisions provided for in Sections 4 and 5 of Officer’s management stockholders agreement(s) entered into by and between Officer and the Company (the “MSA”), for a period of thirty (30) days commencing on September 2, 2015 (such period, the “30-Day Put/Call Period”) (i) Officer may require the Company to purchase (“Put”) all, but not less than all, of any Outstanding Awards and New Awards or (ii) the Company may require Officer to sell (“Call”) all or any portion of any Outstanding Awards and New Awards, in each case, at a price equal to Fair Market Value (less the exercise price in the case of stock options) on the repurchase date. For the avoidance of doubt, for purposes of this Section 1.3.2, the term Outstanding Awards shall include any and all securities acquired by Officer upon the vesting, exercise and/or settlement of any Outstanding Award. For the avoidance of doubt, if the Put or Call are not exercised during the 30-Day Put/Call Period, the otherwise applicable repurchase rights in the MSA shall apply and the “fair market value” shall be determined under the MSA. Except as expressly provided herein with respect to the determination of Fair Market Value, the Put provided for hereunder shall be subject to the same terms and conditions as set forth in Sections 4(b) through (e) of the MSA and the Call provided for hereunder shall be subject to the same terms and conditions as set forth in Sections 5(e) through (h) of the MSA.
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Related to Continuation of Employment after the Retention Date

  • 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:

  • 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. The Executive’s death or Disability during the Protected Period shall not constitute a Qualifying Termination of Employment.

  • Termination of Employment Severance Your immediate supervisor or the Company's Board of Directors may terminate your employment, with or without cause, at any time by giving you written notice of your termination, such termination of employment to be effective on the date specified in the notice. You also may terminate your employment with the Company at any time. The effective date of termination (the "Effective Date") shall be the last day of your employment with the Company, as specified in a notice by you, or if you are terminated by the Company, the date that is specified by the Company in its notice to you. The following subsections set forth your rights to severance in the event of the termination of your employment in certain circumstances by either the Company or you. Section 5 also sets forth certain restrictions on your activities if your employment with the Company is terminated, whether by the Company or you. That section shall survive any termination of this Agreement or your employment with the Company.

  • Continuation of Employment This Agreement shall not confer upon the Participant any right to continue employment with the Company or its Subsidiaries, nor shall this Agreement interfere in any way with the Company’s or its Subsidiaries’ right to terminate the Participant’s employment at any time. The Participant’s employment shall continue to be on an “at-will” basis.

  • Exercise After Termination of Employment (A) Except as the COMMITTEE may at any time provide, if the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY is terminated for any reason other than death or “total disability” (as defined below), the AWARD may be exercised (to the extent that PARTICIPANT was entitled to do so on the date of the termination of PARTICIPANT’s employment) at any time within three months after such termination of employment, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. To the extent PARTICIPANT was not entitled to exercise the AWARD on the date of termination of PARTICIPANT’s employment, such portion of the AWARD shall expire on the date of such termination. (B) If PARTICIPANT becomes totally disabled, the AWARD shall become immediately vested and exercisable in full, and the AWARD may be exercised at any time during the first twelve (12) months that PARTICIPANT receives benefits under the Abercrombie & Fitch Co. Long Term Disability Plan, or any successor plan or program, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. (C) If PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY, the AWARD shall become immediately vested and exercisable in full by PARTICIPANT’s estate or by the person who acquires the right to exercise the AWARD upon PARTICIPANT’s death by bequest or inheritance. The AWARD may be exercised at any time within one year after the date of PARTICIPANT’s death, or such other period as the COMMITTEE may at any time provide, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. (D) For purposes of this AGREEMENT, “total disability” shall have the definition set forth in the Abercrombie & Fitch Co. Long Term Disability Plan, which definition is incorporated herein by reference.

  • Cooperation With Company After Termination of Employment Following termination of Executive’s employment for any reason, Executive shall fully cooperate with the Company in all matters relating to the winding up of Executive’s pending work including, but not limited to, any litigation in which the Company is involved, and the orderly transfer of any such pending work to such other employees as may be designated by the Company.

  • Other Termination of Employment In the event of your voluntary termination (other than a Retirement subject to Section 2(c) or a Qualifying Termination subject to Section 2(f)), or termination by the Company or a subsidiary of the Company for misconduct or other conduct deemed by the Company to be detrimental to the interests of the Company or a subsidiary of the Company, you shall forfeit all unvested RSUs on the date of termination.

  • Competition After Termination of Employment The Company shall not pay any benefit under this Agreement if the Executive, without the prior written consent of the Company and within 2 years from the Executive’s Termination of Employment, engages in, becomes interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a substantial shareholder in a corporation, or becomes associated with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise conducted in the trading area (a 50 mile radius) of the business of the Company, which enterprise is, or may deemed to be, competitive with any business carried on by the Company as of the date of termination of the Executive’s employment or retirement. This section shall not apply following a Change in Control.

  • OBLIGATIONS SURVIVE TERMINATION OF EMPLOYMENT Executive agrees that any and all of Executive’s obligations under this Agreement, including but not limited to Exhibits B and C, shall survive the termination of employment and the termination of this Agreement.

  • 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).

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