Common use of Effect of Termination of Employment; Approved Termination; Change in Control; Recoupment and Forfeiture Clause in Contracts

Effect of Termination of Employment; Approved Termination; Change in Control; Recoupment and Forfeiture. (a) Age 62 or Older Other than for Cause, death or Disability with at least 10 Years of Service; Approved Termination. If, prior to the Scheduled Settlement Date: (i) the Employee’s status as an employee of the Company or any of its subsidiaries is terminated after the end of Fiscal Year 1 and during Fiscal Year 2 or Fiscal Year 3 at age 62 or older for no reason, or for any reason other than Cause, death or Disability, and the Employee shall have been (or for any other purpose shall have been treated as if he or she had been) a continuous employee of the Company or its subsidiaries for at least 10 years immediately prior to the date of termination of employment status (including for this purpose any continuous service with CSC prior to the Spinoff); or (ii) the Employee’s status as an employee of the Company or any of its subsidiaries is terminated at any time during the term of the Award and such termination is specifically approved by the Committee for purposes of this Section 4(a), then the Company shall settle a fraction of the unvested portion of the RSUs that otherwise would settle in accordance with Section 2, Section 3 (if applicable), and Appendix C of this Agreement on the applicable Settlement Date. This fraction will be determined by calculating the number of full months of continuous service with the Company or its subsidiaries that the Employee has completed since the Grant Date (including for this purpose any continuous service with CSC prior to the Spinoff) and then dividing this number by 36.

Appears in 1 contract

Samples: Performance Based Restricted Stock Unit Award Agreement (CSRA Inc.)

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Effect of Termination of Employment; Approved Termination; Change in Control; Recoupment and Forfeiture. (a) Age 62 or Older Other than for Cause, death or Disability with at least 10 Years of Service; Approved Termination. If, prior to the Scheduled Settlement Date: (i) the Employee’s status as an employee of the Company or any of its subsidiaries is terminated after the end of Fiscal Year 1 and during Fiscal Year 2 or Fiscal Year 3 at age 62 or older for no reason, or for any reason other than Cause, death or Disability, and the Employee shall have been (or for any other purpose shall have been treated as if he or she had been) a continuous employee of the Company or its subsidiaries for at least 10 years immediately prior to the date of termination of employment status (including for this purpose any continuous service with HPE prior to the Spinoff or any continuous service with CSC prior to the SpinoffCSC Merger); or (ii) the Employee’s status as an employee of the Company or any of its subsidiaries is terminated at any time during on or before the term end of the Award Fiscal Year 3 and such termination is specifically approved by the Committee for purposes of this Section 4(a), then the Company shall settle a fraction of the unvested portion of the RSUs that otherwise would settle in accordance with Section 2, Section 3 (if applicable), and Appendix C of this Agreement on the applicable Scheduled Settlement Date. This fraction will be determined by calculating the number of full months of continuous service with the Company or its subsidiaries that the Employee has completed since the Grant Date (including for this purpose any continuous service with CSC prior to the Spinoff) and then dividing this number by 36. If the Employee’s status as an employee of the Company or any of its subsidiaries terminates pursuant to this Section 4(a) after the end of Fiscal Year 3, then the Company shall settle the RSUs in accordance with Section 2, Section 3 (if applicable) and Appendix C of this Agreement, without pro-ration, on the Scheduled Settlement Date.

Appears in 1 contract

Samples: Performance Based Restricted Stock Unit Award Agreement (DXC Technology Co)

Effect of Termination of Employment; Approved Termination; Change in Control; Recoupment and Forfeiture. (a) Age 62 or Older Other than for Cause, death or Disability with at least 10 Years of Service; Approved Termination. If, prior to the Scheduled Settlement Date: (i) the Employee’s status as an employee of the Company or any of its subsidiaries Subsidiaries is terminated after the end of Fiscal Year 1 and during Fiscal Year 2 or Fiscal Year 3 at age 62 or older for no reason, or for any reason other than Cause, death or Disability, and the Employee shall have been (or for any other purpose shall have been treated as if he or she had been) a continuous employee of the Company or its subsidiaries Subsidiaries for at least 10 years immediately prior to the date of termination of employment status (including for this purpose any continuous service with CSC DXC prior to the SpinoffSpinoff or any continuous service with Vencore Holding Corporation or KGS Holding Corporation prior to the Merger); or (ii) the Employee’s status as an employee of the Company or any of its subsidiaries Subsidiaries is terminated at any time during on or before the term end of the Award Fiscal Year 3 and such termination is specifically approved by the Committee for purposes of this Section 4(a), then the Company shall settle a fraction of the unvested portion of the RSUs that otherwise would settle in accordance with Section 2, Section 3 (if applicable), and Appendix C of this Agreement on the applicable Scheduled Settlement Date. This fraction will be determined by calculating the number of full months of continuous service with the Company or its subsidiaries Subsidiaries that the Employee has completed since the Grant Date (including for this purpose any continuous service with CSC prior to the Spinoff) and then dividing this number by 36. If the Employee’s status as an employee of the Company or any of its Subsidiaries terminates pursuant to this Section 4(a) after the end of Fiscal Year 3, then the Company shall settle the RSUs in accordance with Section 2, Section 3 (if applicable) and Appendix C of this Agreement, without pro-ration, on the Scheduled Settlement Date.

Appears in 1 contract

Samples: Performance Based Restricted Stock Unit Award Agreement (Perspecta Inc.)

Effect of Termination of Employment; Approved Termination; Change in Control; Recoupment and Forfeiture. (a) Age 62 or Older Other than for Cause, death or Disability with at least 10 Years of Service; Approved Termination. If, prior to the Scheduled Settlement Datesettlement of the RSUs in full: (i) the Employee’s status as an employee of the Company or any of its subsidiaries Subsidiaries is terminated after the end of Fiscal Year 1 and during Fiscal Year 2 or Fiscal Year 3 at age 62 or older for no reason, or for any reason other than Cause, death or Disability, and the Employee shall have been (or for any other purpose shall have been treated as if he or she had been) a continuous employee of the Company or its subsidiaries Subsidiaries for at least 10 years immediately prior to the date of termination of employment status (including for this purpose any continuous service with CSC DXC prior to the SpinoffSpinoff or any continuous service with Vencore Holding Corporation or KGS Holding Corporation prior to the Merger); or (ii) the Employee’s status as an employee of the Company or any of its subsidiaries Subsidiaries is terminated at any time during the term of the Award and such termination is specifically approved by the Committee for purposes of this Section 4(a3(a), then then, as soon as practicable after the Employee’s status as an employee of the Company or its Subsidiaries is terminated (the “Employment Termination Date”), the Company shall settle a fraction of the unvested portion RSUs and any related Dividend Equivalents. The fraction of the RSUs that otherwise would settle in accordance with Section 2, Section 3 (if applicable), and Appendix C of this Agreement on the applicable Settlement Date. This fraction settled will be determined by calculating the number of full months of continuous service with the Company or its subsidiaries Subsidiaries that the Employee has completed since the Grant Date (including for this purpose any continuous service with CSC prior to the Spinoff) and then dividing this number by 36.

Appears in 1 contract

Samples: Service Based Restricted Stock Unit Award Agreement (Perspecta Inc.)

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Effect of Termination of Employment; Approved Termination; Change in Control; Recoupment and Forfeiture. (a) Age 62 or Older Other than for Cause, death or Disability with at least 10 Years of Service; Approved Termination. If, prior to the Scheduled Settlement Datesettlement of the RSUs in full: (i) the Employee’s status as an employee of the Company or any of its subsidiaries is terminated after the end of Fiscal Year 1 and during Fiscal Year 2 or Fiscal Year 3 at age 62 or older for no reason, or for any reason other than Cause, death or Disability, and the Employee shall have been (or for any other purpose shall have been treated as if he or she had been) a continuous employee of the Company or its subsidiaries for at least 10 years immediately prior to the date of termination of employment status (including for this purpose any continuous service with CSC prior to the Spinoff); or (ii) the Employee’s status as an employee of the Company or any of its subsidiaries is terminated at any time during the term of the Award and such termination is specifically approved by the Committee for purposes of this Section 4(a3(a), then then, as soon as practicable after the Employee’s status as an employee of the Company or its subsidiaries is terminated (the “Employment Termination Date”), the Company shall settle a fraction of the unvested portion RSUs and any related Dividend Equivalents. The fraction of the RSUs that otherwise would settle in accordance with Section 2, Section 3 (if applicable), and Appendix C of this Agreement on the applicable Settlement Date. This fraction settled will be determined by calculating the number of full months of continuous service with the Company or its subsidiaries that the Employee has completed since the Grant Date (including for this purpose any continuous service with CSC prior to the Spinoff) and then dividing this number by 36.

Appears in 1 contract

Samples: Employment Agreement (CSRA Inc.)

Effect of Termination of Employment; Approved Termination; Change in Control; Recoupment and Forfeiture. (a) Age 62 or Older Other than for Cause, death or Disability with at least 10 Years of Service; Approved Termination. If, prior to the Scheduled Settlement Datesettlement of the RSUs in full: (i) the Employee’s status as an employee of the Company or any of its subsidiaries is terminated after the end of Fiscal Year 1 and during Fiscal Year 2 or Fiscal Year 3 at age 62 or older for no reason, or for any reason other than Cause, death or Disability, and the Employee shall have been (or for any other purpose shall have been treated as if he or she had been) a continuous employee of the Company or its subsidiaries for at least 10 years immediately prior to the date of termination of employment status (including for this purpose any continuous service with CSC prior to the Spinoff)status; or (ii) the Employee’s status as an employee of the Company or any of its subsidiaries is terminated at any time during the term of the Award and such termination is specifically approved by the Committee for purposes of this Section 4(a3(a), then then, as soon as practicable after the Employee’s status as an employee of the Company or its subsidiaries is terminated (the “Employment Termination Date”), the Company shall settle a fraction of the unvested portion RSUs and any related Dividend Equivalents. The fraction of the RSUs that otherwise would settle in accordance with Section 2, Section 3 settled will equal (if applicableA) minus (B), where (A) equals the product of (x) the total number of RSUs granted hereunder and Appendix C (y) a fraction, the numerator of this Agreement on the applicable Settlement Date. This fraction will which shall be determined by calculating the number of full months of continuous service with the Company or its subsidiaries that the Employee has completed since the Grant Date and the denominator of which shall be 24, and where (including for this purpose B) equals any continuous service with CSC RSUs that have vested and been settled prior to the Spinoff) and then dividing this number by 36termination date.

Appears in 1 contract

Samples: Service Based Restricted Stock Unit Award Agreement (CSRA Inc.)

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