Death Following Certain Terminations Sample Clauses

Death Following Certain Terminations. Notwithstanding the foregoing, if you die following a termination of Employment pursuant to Section 2(c)(iii) (Certain Involuntary Terminations) or Section 2(c)(iv) (Termination due to Qualifying Separation), but prior to the Certification Date, then your estate, beneficiary or any person who acquires the PSUs by inheritance or devise, as applicable, shall become vested in the Pro-Rata Number of PSUs (for the avoidance of doubt, assuming achievement of all performance goals at the “target” level) on the date of your death following such a termination of employment.
Sample 1
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Death Following Certain Terminations. Notwithstanding the foregoing, if you die following a termination of Employment pursuant to Section 3(d)(i) (Certain Involuntary Terminations), then, to the extent the Option (or portion thereof) remains outstanding as of the date of your death, your estate, beneficiary or any person who acquires the Option (or portion thereof) by inheritance or devise, as applicable, shall become fully vested in the Option (or such portion thereof that remains outstanding) on the date of your death (to the extent then unvested) and shall have the right to exercise any vested and unexercised portion of the Option until the Expiration Date.
Sample 1
Death Following Certain Terminations. Notwithstanding the foregoing, if you die following a termination of Employment pursuant to Section 3(d)(i) (Certain Involuntary Terminations) or Section 3(d)(ii) (Termination due to Qualifying Separation), then, to the extent the Option (or portion thereof) remains outstanding as of the date of your death, your estate, beneficiary or any person who acquires the Option (or portion thereof) by inheritance or devise, as applicable, shall become fully vested in the Option (or such portion thereof that remains outstanding) on the date of your death (to the extent then unvested) and shall have the right to exercise any vested and unexercised portion of the Option until the Expiration Date.
Sample 1
Death Following Certain Terminations. Notwithstanding the foregoing, if you die following a termination of Employment pursuant to Section 2(c)(iii) (Certain Involuntary Terminations) or Section 2(c)(iv) (Termination due to Qualifying Separation), but prior to the applicable Scheduled Vesting Date , then your estate, beneficiary or any person who acquires the RSUs (to the extent still outstanding) by inheritance or devise, as applicable, shall become fully vested in the RSUs, or such portion thereof that remains outstanding, in each case, to the extent then unvested, on the date of your death.
Sample 1
Death Following Certain Terminations. Notwithstanding the foregoing, if you die following (i) a Qualifying Separation or (ii) a termination of Employment due to Specified Divestiture or Reduction in Force, but in any case prior to the Vesting Date, then (subject to Section 2(e)), your estate, beneficiary or any person who acquires the PSUs by inheritance or devise shall (A) become vested in (x) the Target Number of PSUs on the date of your death following a Qualifying Separation or (y) the Pro Rata Number of PSUs on the date of your death following a Specified Divestiture or Reduction in Force, and (B) be eligible to vest in the Top-Up Number of PSUs on the Certification Date based upon actual achievement relative to the Performance Goals during the Performance Period; provided, that, in the event of your death following a Specified Divestiture or Reduction in Force, the Top-Up Number of PSUs shall be equal to the positive difference, if any, between the number of PSUs that would have vested based on actual achievement relative to the Performance Goals during the Performance Period (based on the Pro Rata Number of PSUs that remain outstanding following the Date of Termination), less the Pro Rata Number of PSUs (the “Pro Rata Top-Up Number of PSUs”).
Sample 1
Death Following Certain Terminations. Notwithstanding the foregoing, if you die following (i) a Qualifying Separation or (ii) a termination of Employment due to Specified Divestiture or Reduction in Force, but in any case prior to the Vesting Date, then, subject to Section 2(e), your estate, beneficiary or any person who acquires the RSUs (or a Pro Rata Number of RSUs, in the case of a termination due to Specified Divestiture or Reduction in Force) by inheritance or devise, as applicable, shall become vested in the RSUs (or Pro Rata Number of RSUs, if applicable) on the date of your death.
Sample 1
Death Following Certain Terminations. Notwithstanding the foregoing, if you die following (A) a termination of Employment pursuant to Section 2(c)(iv) (Qualifying Separation) or (B) a termination of Employment pursuant to Section 2(c)(iii) (Termination due to Specified Divestiture or Reduction in Force), but in either case prior to the Scheduled Vesting Date, then your estate, beneficiary or any person who acquires the PSUs by inheritance or devise, as applicable, shall (I) become vested in (x) the Target Number of PSUs on the date of your death following a termination of Employment pursuant to Section 2(c)(iv) (Qualifying Separation) or (y) the Pro Rata Number of PSUs on the date of your death following a termination of Employment pursuant to Section 2(c)(iii) (Termination due to Specified Divestiture or Reduction in Force), and (II) be eligible to vest in the Top-Up Number of PSUs on the Certification Date based upon actual achievement relative to the Performance Goals during the Performance Period; provided, that, in the event of your death following a termination of Employment pursuant to Section 2(c)(iii) (Termination due to Specified Divestiture or Reduction in Force), the Top-Up Number of PSUs shall be equal to the positive difference, if any, between the number of PSUs that would have vested based on actual achievement relative to the Performance Goals during the Performance Period (based on the Pro Rata Number of PSUs that remain outstanding following the Date of Termination), less the Pro Rata Number of PSUs (the “Pro Rata Top-Up Number of PSUs”).
Sample 1
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Related to Death Following Certain Terminations

  • 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.

  • Payments Upon Certain Terminations (i) If Executive’s employment is terminated by Employer Without Cause or Executive terminates his employment for Good Reason, Employer shall pay or provide to Executive as severance payments and benefits the following:

  • Payments Following Termination (a) If the Employment is terminated for any reason, either by the Company or by the Executive’s resignation, then the Company shall pay the Executive the following amounts as part of the Company’s next regular payroll cycle but in no event later than thirty (30) days after the Termination Date, to the extent that the same have not already been paid;

  • Certain Terminations of Employment (a) In the event of the termination of your Employment (determined as described in Section 1.2.20 of the Plan) for any reason, all terms and conditions of this Award Agreement shall continue to apply.

  • Certain Termination Benefits Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Executive’s employment with the Company pursuant to Section 5(c) or Section 5(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”):

  • Termination; Survival Following Termination (i) Either party may terminate this Agreement prior to the end of the Agency Period, by giving written notice as required by this Agreement, upon ten (10) Trading Days’ notice to the other party; provided that, (A) if the Company terminates this Agreement after the Agent confirms to the Company any sale of Shares, the Company shall remain obligated to comply with Section 3(b)(v) with respect to such Shares and (B) Section 2, Section 6, Section 7 and Section 8 shall survive termination of this Agreement. If termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall nevertheless settle in accordance with the terms of this Agreement.

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

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Termination Other Than a Qualifying Termination If the termination of the Executive’s employment with the Company Group is not a Qualifying Termination, then the Executive will not be entitled to receive severance or other benefits.

  • Right to Terminate Following Termination Event Sections 6(b)(ii)-(iv) are deleted in their entirety and replaced by the following:

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