Effect of Certain Terminations of Employment. (a) If your employment terminates as a result of your death or Disability, in each case if such termination occurs on or after the Date of Grant, the target number of Shares of Performance Based Restricted Stock (as set forth in Exhibit A) which have not become vested in accordance with Section 3 or 5 hereof shall vest, and the restrictions thereon shall lapse as of the date of such termination. (b) If your employment is terminated by your employer for any reason other than for Cause (but excluding, for purposes of clarity, any resignation of employment by you for any reason)(any such termination by your employer for any reason other than for Cause, an “Employer Without Cause Termination”) prior to the first anniversary of the Date of Grant, the Award shall be forfeited and cancelled in its entirety as of the effective date of your termination. (c) In the event of your Employer Without Cause Termination on or after the first anniversary of the Date of Grant but prior to the third anniversary of the Date of Grant, then the Restricted Period shall not end and your Award shall continue but only to the extent of the Prorated Award (as defined below) until such time as the Committee determines the extent to which the Performance Objectives set forth in Exhibit A have been attained, and to the extent attained, the Restricted Period as to the Prorated Award shall expire as provided in Section 3(a) above based on such level of attainment, without regard to Section 3(b); provided, however, that in the event that any Change in Control occurs following any such Employer Without Cause Termination but prior to the third anniversary of the Date of Grant, the Prorated Award will vest immediately prior to such Change in Control assuming achievement of such Performance Objectives at a 100% level, and there will not be any subsequent determination regarding the extent to which such Performance Objectives have been attained. Any portion of your Award in excess of the Prorated Award shall be forfeited and cancelled on the effective date of your termination. If the minimum Performance Objectives are not attained, the Award shall be forfeited and cancelled in its entirety. The “Prorated Award” shall be calculated as follows: (i) the target number of Shares of Performance Based Restricted Stock originally granted pursuant to this Award multiplied by (ii) the number of full calendar months completed during the Performance Period (as defined in Exhibit A) as of the effective date of your termination divided by thirty-six (36) and (iii) rounded to the nearest whole number of Shares of Performance Based Restricted Stock. For purposes of this Section 4(c), all references in Exhibit A to “the target number of Shares of PBRS granted hereunder” shall be deemed to refer to the target number of Shares of PBRS originally granted as adjusted pursuant to the Prorated Award calculation set forth in the immediately preceding sentence above.
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Samples: Performance Based Restricted Stock Award Agreement (Community Health Systems Inc), Performance Based Restricted Stock Award Agreement (Community Health Systems Inc), Performance Based Restricted Stock Award Agreement (Community Health Systems Inc)
Effect of Certain Terminations of Employment. (a) If your the Grantee’s employment terminates as a result of your death (a) the Grantee’s death, (b) the Grantee’s Retirement, (c) the Grantee’s becoming Disabled, or Disability, in each case if such (d) the Grantee’s termination occurs by the Company (or by the Employee following a Constructive Discharge) without Cause on or after the Date of Grantbefore , the target number of Shares of Performance Based Restricted 20 (“Early Termination Without Cause”), all Stock (as set forth in Exhibit A) Units which have not become vested in accordance with Section 3 or 5 hereof shall vest, and the restrictions thereon shall lapse vest as of the date of such termination.. For purposes of this Section 4, Constructive Discharge shall mean the occurrence of any of the following events without the Grantee’s express written consent:
(bi) If your A change in the Grantee’s status, title, position or responsibilities (including reporting responsibilities) which, in the Grantee’s reasonable judgment, does not represent a promotion from the positions of Chief Executive Officer and President (except a change to the position of Executive Vice President and Chief Financial Officer or another executive position reporting directly to the Chief Executive Officer) or Executive Vice President and Chief Financial Officer or another executive position reporting directly to the Chief Executive Officer; the assignment to the Grantee of any duties or responsibilities which, in the Grantee’s reasonable judgment, are inconsistent with such status, title, position or responsibilities; or any removal of the Grantee from, or failure to reappoint or reelect her to, any of such positions, except in connection with the termination of her employment is terminated for Disability, Cause, as a result of her death or by your employer the Grantee for any reason reasons other than for Cause those specified in Sections 4(i) to (but excludingiv) of this Agreement;
(ii) a reduction by the Company in the Grantee’s base salary as in effect on the Date of Grant as long as the Grantee is employed as Chief Executive Officer and President, for purposes of clarityor a reduction by the Company in the Grantee’s base salary below the Grantee’s salary as in effect on , any resignation of employment by you for any reason)(any such termination by your employer for any reason other than for Cause, an “Employer Without Cause Termination”) prior 20 if the Grantee is employed as Executive Vice President and Chief Financial Officer or another executive position reporting directly to the first anniversary Chief Executive Officer;
(iii) the Company requiring the Grantee to be based at any place outside a 30-mile radius from the Grantee’s business office location as of the Date of Grant, the Award shall be forfeited and cancelled in its entirety as of the effective date of your termination.except for reasonably required travel on Company business; or
(civ) In any material breach by the event Company of your Employer Without Cause Termination on or after the first anniversary of the Date of Grant but prior to the third anniversary of the Date of Grant, then the Restricted Period shall not end and your Award shall continue but only to the extent of the Prorated Award (as defined below) until such time as the Committee determines the extent to which the Performance Objectives set forth in Exhibit A have been attained, and to the extent attained, the Restricted Period as to the Prorated Award shall expire as provided in Section 3(a) above based on such level of attainment, without regard to Section 3(b); provided, however, that in the event that any Change in Control occurs following any such Employer Without Cause Termination but prior to the third anniversary of the Date of Grant, the Prorated Award will vest immediately prior to such Change in Control assuming achievement of such Performance Objectives at a 100% level, and there will not be any subsequent determination regarding the extent to which such Performance Objectives have been attained. Any portion of your Award in excess of the Prorated Award shall be forfeited and cancelled on the effective date of your termination. If the minimum Performance Objectives are not attained, the Award shall be forfeited and cancelled in its entirety. The “Prorated Award” shall be calculated as follows: (i) the target number of Shares of Performance Based Restricted Stock originally granted pursuant to this Award multiplied by (ii) the number of full calendar months completed during the Performance Period (as defined in Exhibit A) as of the effective date of your termination divided by thirty-six (36) and (iii) rounded to the nearest whole number of Shares of Performance Based Restricted Stock. For purposes provision of this Section 4(c), all references in Exhibit A to “Agreement or any employment agreement between the target number of Shares of PBRS granted hereunder” shall be deemed to refer to Grantee and the target number of Shares of PBRS originally granted as adjusted pursuant to the Prorated Award calculation set forth in the immediately preceding sentence aboveCompany.
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Samples: Stock Unit Award Agreement (Wendys International Inc)
Effect of Certain Terminations of Employment. 7.1 Upon (ai) If your employment terminates as a result termination without Cause pursuant to Section 6.2 of your death this Agreement, (ii) upon non-renewal of this Agreement by the Company or Disability(iii) termination of this Agreement by the Executive for Good Reason pursuant to Section 6.6, in each case if such termination occurs on or after the Date of Grant, the target number of Shares of Performance Based Restricted Stock then (as set forth in Exhibit A) which have not become vested in accordance with Section 3 or 5 hereof shall vestthe Company shall, and the restrictions thereon shall lapse as for a period of twelve (12) months from the date of such termination (the “Standard Severance Period”), (1) continue to pay the Executive’s Base Salary (at the rate payable at the time of such termination.
); (b2) If your employment is terminated by your employer for any reason other than for Cause pay the Executive a pro-rated bonus based on 100% of Executive’s Base Salary with the bonus amount to be paid out in equal semi-annual installments; and (but excluding, for purposes of clarity, any resignation of employment by you for any reason)(any such termination by your employer for any reason other than for Cause, an “Employer Without Cause Termination”3) prior pay to the first anniversary of Executive all health and other insurance benefits provided during the Date of Grant, the Award shall be forfeited Employment Period and cancelled in its entirety as of the effective date of your termination.
(cB) In the event of your Employer Without Cause Termination on or after the first anniversary of the Date of Grant but prior all unvested equity-based compensation previously granted to the third anniversary of the Date of Grant, then the Restricted Period shall not end and your Award shall continue but only to the extent of the Prorated Award (as defined below) until such time as the Committee determines the extent to which the Performance Objectives set forth in Exhibit A have been attained, and to the extent attained, the Restricted Period as to the Prorated Award shall expire as provided in Section 3(a) above based on such level of attainmentEmployee including, without regard to Section 3(b); providedlimitation, howeverStock Options and shares of Restricted Stock, that shall vest immediately, unless otherwise indicated in the event that writing by Executive, (iii) any Change in Control occurs following any such Employer Without Cause Termination but prior to the third anniversary of the Date of Grant, the Prorated Award will vest immediately prior to such Change in Control assuming achievement of such Performance Objectives at a 100% level, and there will not be any subsequent determination regarding the extent to which such Performance Objectives have been attained. Any unvested portion of your Award Executive’s retirement benefits shall accelerate and vest immediately, unless otherwise indicated in excess of the Prorated Award shall be forfeited and cancelled on the effective date of your termination. If the minimum Performance Objectives are not attained, the Award shall be forfeited and cancelled in its entirety. The “Prorated Award” shall be calculated as follows: (i) the target number of Shares of Performance Based Restricted Stock originally granted pursuant to this Award multiplied writing by (ii) the number of full calendar months completed during the Performance Period (as defined in Exhibit A) as of the effective date of your termination divided by thirty-six (36) Executive and (iii) rounded the Executive may exercise any unexercised Options during the Standard Severance Period .
7.2 Upon termination without Cause (including non-renewal of this Agreement) or resignation for Good Reason within one (1) year after a Change in Control, as defined below, then (A) the Company shall, for a period of twenty four (24) months from the date of such termination (the ” Change of Control Severance Period”), (1) continue to pay the Executive’s Base Salary (at the rate payable at the time of such termination or resignation); (2) pay the Executive a pro-rated bonus based on 100% of Executive’s Base Salary with the bonus amount to be paid out in equal semi-annual installments; and (3) pay to the nearest whole number Executive all health and any other insurance benefits provided during the Employment Period and (B) any unvested equity-based compensation previously granted to Employee including, without limitation, Stock Options and shares of Shares of Performance Based Restricted Stock, shall vest immediately, unless otherwise indicated in writing by Executive, (iii) any unvested portion of Executive’s retirement benefits shall accelerate and vest immediately, unless otherwise indicated in writing by Executive and (iii) the Executive may exercise any unexercised Options during the Change of Control Severance Period. For purposes of this Section 4(c)Agreement, all references a “Change in Exhibit A to “the target number of Shares of PBRS granted hereunderControl” shall be deemed to refer occur on the first to occur of the following events:
(i) such time as any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, whether or not the Company is then subject to the target requirements of the Exchange Act) (other than the Company or a person that, as of the Effective Date, directly or indirectly controls, is controlled by, or is under common control with, the Company) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then-outstanding voting securities;
(ii) the consummation of a merger or consolidation of the Company with or into any other corporation, other than a merger or consolidation that would result in the voting securities of the Company that are outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least fifty percent (50%) of the combined voting power represented by the voting securities of the Company or such surviving entity or parent, outstanding immediately after such merger or consolidation;
(iii) the consummation of a plan of complete liquidation of the Company or of the sale or disposition by the Company of all or substantially all of the Company’s assets; or 5
(iv) in the event that the following individuals cease for any reason to constitute a majority of the number of Shares directors of PBRS originally granted as adjusted pursuant the Company then serving: individuals who, on the Effective Date, constitute the Board of Directors of the Company and any new director of the Company (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the Prorated Award calculation set forth election of directors of the Company) whose appointment or election by the Board of Directors of the Company or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors of the Company then still in office who either were directors of the immediately preceding sentence aboveCompany on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended.
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Samples: Executive Employment Agreement (Electro Energy Inc)
Effect of Certain Terminations of Employment. (a) If Upon the later of the termination of your employment terminates or your service as a member of the Board as a result of your death or Disability, in each case if such termination occurs on or after the Date of Grant, the target number of Shares of Performance Based Restricted Stock (as set forth in Exhibit A) which have not become vested in accordance with Section 3 or 5 hereof shall vest, and the restrictions thereon shall lapse as of the date of such termination.
(b) If Upon the later of the termination of your employment is terminated by or your employer service as a member of the Board for any reason other than for Cause (but excluding, for purposes of clarity, any resignation of employment or service as a member of the Board by you for any reason)(any reason) (any such termination by your employer the Company for any reason other than for Cause, an a “Employer Company Without Cause Termination”) prior to the first anniversary of the Date of Grant, the Award shall be forfeited and cancelled in its entirety as of the effective date of your termination.
(c) In the event of your Employer Company Without Cause Termination on or after the first anniversary of the Date of Grant but prior to the third anniversary of the Date of Grant, then the Restricted Period shall not end and your Award shall continue but only to the extent of the Prorated Award (as defined below) until such time as the Committee determines the extent to which the Performance Objectives set forth in Exhibit A have been attained, and to the extent attained, the Restricted Period as to the Prorated Award shall expire as provided in Section 3(a) above based on such level of attainment, without regard to Section 3(b); provided, however, that in the event that any Change in Control occurs following any such Employer Company Without Cause Termination but prior to the third anniversary of the Date of Grant, the Prorated Award will vest immediately prior to such Change in Control assuming achievement of such Performance Objectives at a 100% level, and there will not be any subsequent determination regarding the extent to which such Performance Objectives have been attained. Any portion of your Award in excess of the Prorated Award shall be forfeited and cancelled on the effective date of your termination. If the minimum Performance Objectives are not attained, the Award shall be forfeited and cancelled in its entirety. The “Prorated Award” shall be calculated as follows: (i) the target number of Shares of Performance Based Restricted Stock originally granted pursuant to this Award multiplied by (ii) the number of full calendar months completed during the Performance Period (as defined in Exhibit A) as of the effective date of your termination divided by thirty-six (36) and (iii) rounded to the nearest whole number of Shares of Performance Based Restricted Stock. For purposes of this Section 4(c), all references in Exhibit A to “the target number of Shares of PBRS granted hereunder” shall be deemed to refer to the target number of Shares of PBRS originally granted as adjusted pursuant to the Prorated Award calculation set forth in the immediately preceding sentence above.
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