Common use of Effect of Termination of Service on Unvested Units Clause in Contracts

Effect of Termination of Service on Unvested Units. (a) In the event of Participant’s Termination of Employment by the Company without Cause (as defined below) or by Participant for Good Reason, to the extent that the date of termination (the “Termination Date”) occurs on or after April 1 of the calendar year of termination (the “Termination Year”), the number of any unvested Class C Units that could have vested on December 31 of the Termination Year pursuant to Section 2.1(a) above, multiplied by a fraction, the numerator of which is the number of completed calendar quarters of the Termination Year that preceded the Termination Date, and the denominator of which is four, shall vest immediately prior to the Termination Date. Any other Class C Units, to the extent not vested as of the Termination Date (and the proportionate amount of Participant’s Capital Account balance attributable to such Class C Units), shall thereupon automatically and without further action be cancelled and forfeited, and Participant shall have no further right or interest in or with respect to such unvested Class C Units (or such proportionate amount of Participant’s Capital Account balance). No portion of the Award and no Class C Units which are unvested as of Participant’s Termination of Employment shall thereafter become vested.

Effect of Termination of Service on Unvested Units. (a) In the event of Participant’s Termination of Employment by the Company without Cause (as defined below) or by Participant for Good Reason, to the extent that the date of termination (the “Termination Date”) occurs on or after April 1 of the calendar year of termination (the “Termination Year”), the number of any unvested Class C Units that could have vested on December 31 of the Termination Year pursuant to Section 2.1(a) above, multiplied by a fraction, the numerator of which is the number of completed calendar quarters of the Termination Year that preceded the Termination Date, and the denominator of which is four, shall vest immediately prior to the Termination Date. Any other Class C Units, to the extent not vested as of the Termination Date (and the proportionate amount of Participant’s Capital Account balance attributable to such Class C Units), shall thereupon automatically and without further action be cancelled and forfeited, and Participant shall have no further right or interest in or with respect to such unvested Class C Units (or such proportionate amount of Participant’s Capital Account balance). No portion of the Award and no Class C Units which are unvested as of Participant’s Termination of Employment shall thereafter become vested.. For purposes of this Agreement, references to Participant’s “employment with the Company,” “Termination of Employment” with the Company, and similar terms shall refer to Participant’s provision of services and performance of duties as the President and Chief Operating Officer of Hard Rock Hotel, Inc.

Effect of Termination of Service on Unvested Units. (a) In the event of Participant’s Termination of Employment by the Company without Cause (as defined below) or by Participant for Good Reason, to the extent that the date of termination (the “Termination Date”) occurs on or after April 1 of the calendar year of termination (the “Termination Year”), the number of any unvested Class C Units that could have vested on December 31 of the Termination Year pursuant to Section 2.1(a) or (b) above, multiplied by a fraction, the numerator of which is the number of completed full calendar quarters completed during the period commencing on January 1 of the Termination Year that preceded and ending on the Termination Date, and the denominator of which is four, shall vest immediately prior to as of December 31 of the Termination Date. Year if the Company’s EBITDA for the Termination Year equaled or exceeded the EBITDA Target for such year, as set forth in Appendix A. Any other Class C Units, to the extent not vested as of the Termination Date Date, and any Class C Units that fail to vest as of December 31 of the Termination Year pursuant to the preceding sentence (and the proportionate amount of Participant’s Capital Account balance attributable to such Class C Units), shall thereupon automatically and without further action be cancelled and forfeited, and Participant shall have no further right or interest in or with respect to such unvested Class C Units (or such proportionate amount of Participant’s Capital Account balance). No Except as expressly set forth in this Section 2.2, no portion of the Award and no Class C Units which are unvested as of Participant’s Termination of Employment shall thereafter become vested.. For purposes of this Agreement, references to Participant’s “employment with the Company,” “Termination of Employment” with the Company, and similar terms shall refer to Participant’s provision of services and performance of duties as the President and Chief Operating Officer of Hard Rock Hotel, Inc.

Effect of Termination of Service on Unvested Units. (a) In the event of Participant’s Termination of Employment by the Company without Cause (as defined below) or by Participant for Good Reason, to the extent that the date of termination (the “Termination Date”) occurs on or after April 1 of the calendar year of termination (the “Termination Year”), the number of any unvested Class C Units that could have vested on December 31 of the Termination Year pursuant to Section 2.1(a) or (b) above, multiplied by a fraction, the numerator of which is the number of completed full calendar quarters completed during the period commencing on January 1 of the Termination Year that preceded and ending on the Termination Date, and the denominator of which is four, shall vest immediately prior to as of December 31 of the Termination Date. Year if the Company’s EBITDA for the Termination Year equaled or exceeded the EBITDA Target for such year, as set forth in Appendix A. Any other Class C Units, to the extent not vested as of the Termination Date Date, and any Class C Units that fail to vest as of December 31 of the Termination Year pursuant to the preceding sentence (and the proportionate amount of Participant’s Capital Account balance attributable to such Class C Units), shall thereupon automatically and without further action be cancelled and forfeited, and Participant shall have no further right or interest in or with respect to such unvested Class C Units (or such proportionate amount of Participant’s Capital Account balance). No Except as expressly set forth in this Section 2.2, no portion of the Award and no Class C Units which are unvested as of Participant’s Termination of Employment shall thereafter become vested.