Effect of Separation from Service. For purposes of this Agreement, no payment will be made to Employee upon termination of Employee’s employment unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code, and Section 1.409A-1(h) of the regulations promulgated thereunder.
Effect of Separation from Service a) If Executive’s employment terminates for Cause or for any reason other than as set forth in Section 9(b), Company shall pay the following amounts (hereinafter the “Standard Entitlements”): (i) earned but unpaid base salary under Section 4 as of the Termination Date; (ii) accrued but unpaid annual bonus under Section 5 if Executive otherwise meets the eligibility requirements, including but not limited to employment as of the end of the fiscal year; (iii) accrued but unpaid paid time off (if pay-out upon termination of employment is then permitted by Company), and automobile allowance as of the Termination Date; and (iv) reimbursements for expenses under Section 7 incurred but unpaid on or before the Termination Date. The Company shall pay the Standard Entitlements as follows: (i) earned but unpaid base salary, and accrued but unpaid annual bonus, paid time off, and automobile allowance, in a single lump sum in cash no later than the earlier of: (A) the date required under applicable law; or (B) sixty (60) days following the Termination Date, with the exact date of payment to be determined by Company in its sole and absolute discretion; and (ii) reimbursements for expenses shall be paid in accordance with Section 7.
b) If Executive’s employment is terminated by Company without Cause, or if Executive resigns with Good Reason, in addition to the Standard Entitlements payable in accordance with Section 9(a), Executive shall be entitled to receive the following amounts (collectively, the “Severance Pay”): (i) an amount equal to three (3) times the base salary payable to Executive at the date of termination, (ii) insurance coverage provided to him equal to such coverage provided to him on the date of termination at no cost or, if ineligible for continued coverage under Company policies, reimbursement of the cost of comparable coverage for a period of eighteen (18) months, (iii) a pro-rated annual cash bonus for the then current fiscal year calculated as if all targets and all goals are achieved subject to any applicable cap on cash payments (but no other incentive compensation beyond the Termination Date), and (iv) Company shall cause all outstanding Company stock options and restricted stock awards awarded to Executive prior to termination of his employment to be one hundred percent (100%) vested at termination. For purposes of this provision, Executive resigns with “Good Reason” if he provides written notice of his resignation within thirty (30) days after ...
Effect of Separation from Service. A separation from service will terminate all obligations of the Executive to render services on behalf of the Company. The Executive will maintain the confidentiality of all information acquired by the Executive during the term of his Employment in accordance with Section 7 of this Agreement and the covenants set forth in Section 8 of this Agreement. Except as otherwise provided in this Section 6, no accrued bonus, severance pay or other form of compensation will be payable by the Company to the Executive by reason of the separation from service. In the event that payments are required to be made by the Company under this Section 6, the Executive will not be required to seek other employment as a means of mitigating the Company’s obligations hereunder resulting from separation from service and the Company’s obligations hereunder (including payment of severance benefits) will not be terminated, reduced, or modified as a result of the Executive’s earnings from other employment or self-employment. All keys, entry cards, credit cards, records, financial information, furniture, furnishings, equipment, supplies and other items relating to the Company will remain the property of the Company. The Executive will have the right to retain and remove all personal property and effects that are owned by the Executive and located in the offices of the Company, subject to inspection by the Company. All such personal items will be removed from such offices no later than ten (10) days after the effective date of separation from service, and the Company is hereby authorized to discard any items remaining and to reassign the Executive’s office space after such date. Prior to the effective date of termination, the Executive will cooperate with the Company to provide for the orderly separation from service of the Executive’s employment.
Effect of Separation from Service. If the Optionee ceases to be a member of the Board of Trustees of the Company for any reason, including cessation by death or Disability, the effect of such termination on all or any portion of this Option is as provided below. Notwithstanding anything below to the contrary, in no event may the Option be exercised after the Expiration Date.
(a) If the Optionee ceases to be a member of the Board of Trustees within the Option Period for Cause, the Option will immediately be forfeited as of the time of such termination.
(b) Except as provided in Section 7(d) below, if the Optionee ceases to be a member of the Board of Trustees due to the Optionee’s voluntary resignation before expiration of the Optionee’s term as a member of the Board of Trustees, the Option may be exercised by the Optionee at any time prior to 5:00 P.M., Central Standard Time, on the ninetieth (90th) calendar day following the Optionee’s cessation as a member of the Board of Trustees. If such ninetieth (90th) day shall not be a business Day, then the Option shall expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such ninetieth (90th) day
(c) If the Optionee ceases to be a member of the Board of Trustees due to the expiration of the term of office for such Optionee and such Optionee is not then re-elected as a member of the Board of Trustees, or is removed as a member of the Board of Trustees during such Optionee’s term without Cause, the Option may be exercised by the Optionee at any time prior to 5:00 P.M., Central Standard Time, on the third (3rd) anniversary of the last date of the Optionee’s term of office. If such day shall not be a business day, then the Option shall expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such third (3rd) anniversary.
(d) If the Optionee dies or becomes Disabled (A) while he or she is a member of the Board of Trustees, or (B) within the ninety (90) day period referred to in Section 7(b) above, or (C) within the three-year period referred to in Section 7(c) above, the Option may be exercised by the Optionee or the Optionee’s Beneficiaries entitled to do so at any time prior to 5:00 P.M., Central Standard Time, on the 365th calendar day following the date of the Optionee’s death or Disability, if (in the case of (C) above) such date is later than the date provided for in Section 6.1.3 If the 365th day is not a business day, then the Option shall expire at 5:00 P.M.,...
Effect of Separation from Service. Subject to Section 3.3, no unvested Deferred Stock Unit shall become vested following the Grantee’s Separation from Service, and all unvested Deferred Stock Units shall be immediately and automatically forfeited upon the Grantee’s Separation from Service.
Effect of Separation from Service. If the Option Holder ceases to be an employee of the Company for any reason, including cessation by death or Disability, the effect of such termination of employment on all or any portion of this Option is as provided below. Notwithstanding anything below to the contrary, in no event may the Option be exercised after the Expiration Date.
(a) If the Option Holder’s employment is terminated for Cause, the Option will immediately be forfeited as of the time of such removal.
(b) If the Option Holder ceases to be an employee of the Company due to the Option Holder’s resignation or termination of employment by the Company not for Cause, the portion of this Option which was otherwise exercisable pursuant to Section 4 on the date of such termination of employment may be exercised by the Option Holder at any time prior to 5:00 P.M., Central Standard Time, on the thirtieth (30th) calendar day following the effective date of the Option Holder’s termination of employment. If such thirtieth (30th) day is not a business day, then the Option will expire at 5:00 P.M., Central Standard Time, on the first business day immediately following such thirtieth (30th) day.
(c) If the Option Holder ceases to be an employee of the Company due to the Option Holder’s death or Disability, the Option may be exercised by the Option Holder at any time prior to 5:00 P.M., Central Standard Time, on the ninetieth (90th) calendar day following the effective date of the Option Holder’s termination of employment. If such ninetieth (90th) day is not a business day, then the Option will expire at 5:00 P.M., Central Standard Time, on the first business day immediately following such ninetieth (90th) day.
Effect of Separation from Service. At separation during any year, all earned and unused vacation for that year will be paid in one (1) lump sum.
Effect of Separation from Service. If you separate from service with the Company or a Affiliated Company on account of any reason other than described in Section 2, above, 100% of the RSU Award will be forfeited.
Effect of Separation from Service. (a) The Option shall be void for all purposes in the event that the Option Holder ceases to be a Service Provider prior to the fifth (5th) anniversary of the Vesting Commencement Date for any reason other than (i) the Option Holder’s death, (ii) the Option Holder’s Disability, or (iii) the termination of Option Holder’s employment by Inergy GP or one of its Affiliates without Cause.
(b) In the event that the Option Holder ceases to be a Service Provider because of the Option Holder’s death, Disability, retirement, voluntary resignation or termination of employment by Inergy GP or one of its Affiliates with or without Cause, the Option may be exercised by the Option Holder or the Option Holder’s Beneficiaries within the periods of time following the Option Holder’s cessation of service set forth below.
Effect of Separation from Service. If you Separate from Service before the end of the Performance Periods for any reason you will forfeit all RSUs in which you have not yet vested as of your Separation from Service, unless: • Your Separation from Service is due to Disability or retirement (defined as age 65 with 5 continuous years of service with the Bank or its affiliates), and no Cause exists, in which case the unvested portion of your RSUs will continue to vest based on actual achievement of Performance Measures at the end of the applicable Performance Period as if you had not Separated from Service, subject to pro-ration based on the number of full months that you worked during each Performance Period prior to your Separation from Service as a percentage of the total Performance Period. • You die and no Cause exists, or you Separate from Service due to an involuntary termination by the Bank without Cause or due to your voluntary resignation for Good Reason, in which case your RSUs will immediately vest based on target achievement of Performance Measures, subject to pro-ration based on the number of full months that you worked during each Performance Period prior to your Separation from Service as a percentage of the total Performance Period. • You Separate from Service within one year following a Change in Control due to a Qualifying Termination (as defined in the Plan), in which case your RSUs will vest based on the Committee’s determination of actual performance and the Performance Measures will be determined as of (a) the most recent-completed fiscal quarter, for Adjusted Tangible Book Value Growth, and (b) as of the date of the Change in Control, for Relative TSR. If actual performance cannot be determined, your RSUs will vest based on achievement of Performance Measures at Target Goal, subject to pro-ration based on the number of full months that you worked during each Performance Period prior to your Separation from Service as a percentage of the total Performance Period. If the Committee determines, at any time, that Cause exists at the time of your Separation from Service, all of your rights under this RSU Award will terminate immediately, you will forfeit all RSUs that have not yet vested as of the date of your Separation from Service, and the Bank shall have the right to repurchase any Shares that you have already received as a result of RSUs that have already vested, at the lower of Fair Market Value or the price paid by you, all as described in the Plan. The existence of “Ca...
