Death; Disability; Termination Without Cause; Termination for Good Reason Sample Clauses

Death; Disability; Termination Without Cause; Termination for Good Reason. If the Participant experiences a Termination of Service after the first Time-Based Vesting date and prior to the final Time-Based Vesting Date (A) due to the Participant’s death, (B) due to the Participant’s Disability, (C) by the Company without Cause or (D) by the Participant for Good Reason (each such circumstance being a “Qualifying Termination”), a pro rata portion of the unvested Time-Based RSU Shares shall vest on the first Time-Based Vesting Date following such termination. Such pro rata portion shall equal (A) the number of unvested Time-Based RSU Shares as of such termination, multiplied by (B) a fraction, the numerator of which shall be the number of full months between the Time-Based Vesting Date that immediately precedes such termination and the termination date and the denominator of which shall be the number of full months between the Time-Based Vesting Date that immediately precedes such termination and the final Time-Based Vesting Date. Any Time-Based RSU Shares that do not vest on the first Time-Based Vesting Date following such termination shall be forfeited without any payment to the Participant.
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Death; Disability; Termination Without Cause; Termination for Good Reason. If the Participant experiences a Termination of Service due to a Qualifying Termination after the first anniversary of the Grant Date but prior to the final Performance-Based Vesting Date, a pro rata portion of the Performance-Based Continuity Incentive RSU Shares shall vest on the final Time-Based Vesting Date following such termination. Such pro rata portion shall equal (A) the number of RSU Shares, multiplied by (B) a fraction, the numerator of which shall be the number of full months between the Grant Date and the termination date and the denominator of which shall be the number of full months between the Grant Date and the final Time-Based Vesting Date. The Committee, in its sole discretion, may waive the one year anniversary requirement.
Sample 1
Death; Disability; Termination Without Cause; Termination for Good Reason. If the Participant experiences a Termination of Service prior to the Time-Based Vesting Date (i) due to the Participant’s death, (ii) due to the Participant’s Disability, (iii) by the Company without Cause or (iv) by the Participant for Good Reason (each such circumstance being a “Qualifying Termination”), a pro rata portion of the unvested Time-Based RSU Shares shall vest on the first Time-Based Vesting Date following such termination; provided, however, that, in the case of the Participant’s Termination of Service due to the Participant’s death, subject to Section 18 of the Plan, the Company may elect to vest the Award on the date of such termination, in which case the Time-Based RSU Shares shall be delivered to the Participant on or as soon as practicable following the date of such termination but in no event later than March 15 of the year following such termination. Such pro rata portion shall equal (A) the number of unvested Time-Based RSU Shares as of such termination, multiplied by (B) a fraction, the numerator of which shall be the number of full months between the Time-Based Vesting Date that immediately precedes such termination and the termination date and the denominator of which shall be the number of full months between the Time-Based Vesting Date that immediately precedes such termination and the final Time-Based Vesting Date.
Sample 1
Death; Disability; Termination Without Cause; Termination for Good Reason. If the Participant experiences a Termination of Service due to a Qualifying Termination after the first anniversary of the Grant Date but prior to the final Time-Based Vesting Date, a pro rata portion of the Continuity Incentive RSU Shares shall vest on the final Time-Based Vesting Date following such termination. Such pro rata portion shall equal (A) the number of RSU Shares, multiplied by
Sample 1
Death; Disability; Termination Without Cause; Termination for Good Reason. If the Participant experiences a Termination of Service prior to the Time-Based Vesting Date (i) due to the Participant’s death, (ii) due to the Participant’s Disability, (iii) by the Company without Cause or (iv) by the Participant for Good Reason, a pro rata portion of the unvested Time-Based RSU Shares shall vest on the Time-Based Vesting Date; provided, however, that, in the case of the Participant’s Termination of Service due to the Participant’s death, subject to Section 18 of the Plan, the Company may elect to vest the Award on the date of such termination, in which case the Time-Based RSU Shares shall be delivered to the Participant on or as soon as practicable following the date of such termination but in no event later than March 15 of the year following the year of such termination. Such pro rata portion shall equal (A) the number of unvested Time-Based RSU Shares as of such termination, multiplied by (B) a fraction, the numerator of which shall be the number of days between the Grant Date and the termination date (counting both the Grant Date and the termination date) and the denominator of which shall be the number of days between the Grant Date and the Time-Based Vesting Date (counting both the Grant Date and the Scheduled Vesting Date).
Sample 1

Related to Death; Disability; Termination Without Cause; Termination for Good Reason

  • Termination Without Cause; Termination for Good Reason If the Company shall terminate the Executive’s employment, other than for Cause, or the Executive shall terminate his employment for Good Reason, then;

  • Termination Without Cause or Termination for Good Reason (a) The Company may terminate the Executive's employment hereunder without Cause, and the Executive shall be permitted to terminate his employment hereunder for Good Reason (as hereinafter defined). If the Company terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Employee effects a termination for Good Reason, the Executive shall be entitled to receive all the benefits provided for under Section 3.6 of this Agreement.

  • Termination for Cause; Voluntary Termination If at any time during the Term the Executive’s employment with the Company is terminated pursuant to Section 4.6 or 4.7, the Executive shall be entitled to only the following:

  • For Cause Termination If Executive’s employment with the Company is terminated by the Company for Cause, Executive shall not be entitled to any further compensation or benefits other than: (i) any accrued but unpaid Base Salary; (ii) any accrued but unused paid time off, (iii) reimbursement for any business expenses properly incurred by Executive prior to the date of termination in accordance with Section 4(b) hereof; and (iv) vested benefits, if any, to which Executive may be entitled under the Company’s employee benefit plans as of the date of termination (collectively, the “Accrued Benefits”). The Accrued Benefits shall in all events be payable on the Company’s first regularly scheduled payroll date which occurs at least ten (10) days after the date of termination (other than Base Salary, which shall be payable as provided in Section 3(a) hereof).

  • Termination Without Cause; Resignation for Good Reason (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below).

  • Voluntary Termination; Termination for Cause If Executive’s employment with the Company terminates voluntarily by Executive or for “Cause” by the Company, then (i) all vesting of the Option will terminate immediately and all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned), and (ii) Executive will only be eligible for severance benefits in accordance with the Company’s established policies as then in effect.

  • Termination for Cause; Resignation Without Good Reason If the Company terminates Executive’s employment with the Company for Cause, or Executive resigns without Good Reason, then Executive will not be entitled to any further compensation from the Company (other than accrued salary, and accrued and unused vacation, through Executive’s last day of employment), including severance pay, pay in lieu of notice or any other such compensation.

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