Exceptions to Employment Condition Sample Clauses

Exceptions to Employment Condition. Notwithstanding Section 4.1(c), if the Grantee’s termination of employment occurs prior to the end of the Performance Period by reason of (i) Grantee’s death, (ii) Grantee’s disability (covered by a long-term disability plan of the Corporation or an Affiliate then in effect), (iii) Grantee’s termination of employment by the Corporation without “Cause”, as defined in that certain Change in Control Agreement between the Corporation and the Grantee effective February 1, 1997, as amended, (iv) Grantee’s termination on or after Grantee’s attainment of age 60, (v) Grantee’s retirement with the consent of the Corporation, (vi) Grantee’s termination of his employment for constructive discharge, as was defined in Grantee’s employment agreement with Mellon Financial Corporation dated February 1, 2004, as amended on or about December 22, 2006, or (vii) sale of a business unit or subsidiary of the Corporation by which Grantee is employed, then Grantee shall be entitled to a pro-rata or other derestriction of the Restricted Stock and a pro-rata or other issuance of shares (or payment of cash) pursuant to the Other Stock-Based Award (rounded down to the nearest whole share), as set forth in the following sentence. In the case of a termination of employment pursuant to subclauses (i), (ii), (iv) or (vii), the pro-rata derestriction and issuance shall be equal to the number of shares (or amount of cash) the Grantee would have received if he or she had remained employed through the last day of the Performance Period, multiplied by a fraction equal to the number of whole months of employment completed during the Performance Period divided by 36 months, or in the case of a termination of employment pursuant to subclauses (iii), (v) or (vi), the derestriction and issuance shall be equal to all of the shares of Restricted Stock and shares represented by the Other Stock-Based Award, in either case contingent upon the extent to which the performance criteria is satisfied for such Performance Period. In the event the Grantee is entitled to a pro-rata or other derestriction or issuance as set forth in this Section 4.1(d), the timing of such derestriction or issuance shall be in accordance with Sections 3.3 and 4.1(e), respectively.
Sample 1
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Exceptions to Employment Condition. Notwithstanding Section 4.1(c), if the Grantee’s termination of employment occurs prior to the end of the Performance Period by reason of (i) Grantee’s death, (ii) Grantee’s disability (covered by a long-term disability plan of the Corporation or an Affiliate then in effect), (iii) Grantee’s termination of employment by the Corporation “without cause” as defined in the Plan, on or after March 10, 2009, (iv) Grantee’s termination on or after Grantee’s attainment of age 55 and before Grantee’s attainment of age 60, with ten years of credited employment with the Corporation or an Affiliate or predecessor thereof, (v) Grantee’s termination on or after Grantee’s attainment of age 60 or (vi) sale of a business unit or subsidiary of the Corporation by which Grantee is employed, then Grantee shall be entitled to a pro-rata derestriction of the Restricted Stock and a pro-rata issuance of shares (or payment of cash) pursuant to the Other Stock-Based Award (rounded down to the nearest whole share), equal to the number of shares (or amount of cash) the Grantee would have received if he or she had remained employed through the last day of the Performance Period, multiplied by a fraction equal to the number of whole months of employment completed during the Performance Period divided by 36 months, contingent upon the extent to which the performance criteria is satisfied for such Performance Period. In the event the Grantee is entitled to a pro-rata derestriction or issuance as set forth in this Section 4.1(d), the timing of such derestriction or issuance shall be in accordance with Sections 3.3 and 4.1(e), respectively.
Sample 1
Exceptions to Employment Condition. Notwithstanding Section 4.1(c), if the Grantee’s termination of employment occurs prior to the end of the Performance Period by reason of (i) Grantee’s death, (ii) Grantee’s disability (covered by a long-term disability plan of the Corporation or an affiliate then in effect), (iii) Grantee’s termination of employment by the Corporation without “Cause”, as defined in Section 3(d) of Grantee’s Transition Agreement with The Bank of New York Company, Inc. dated June 25, 2007 (the “Transition Agreement”), (iv) Grantee’s termination of employment by Grantee for “Good Reason,” as defined in Section 3(d) of the Transition Agreement on or before June 30, 2010, (v) Grantee’s termination of employment pursuant to the terms and conditions of the Special Termination Right, as such term is defined in the Transition Agreement, after June 30, 2010, (vi) Grantee’s termination on or after Grantee’s attainment of age 55 and before Grantee’s attainment of age 60, with ten years of credited employment with the Corporation or an affiliate or predecessor thereof, (vii) Grantee’s termination on or after Grantee’s attainment of age 60, or (viii) sale of a business unit or subsidiary of the Corporation by which Grantee is employed, then Grantee shall be entitled to a pro-rata derestriction of the Performance Shares and a pro-rata issuance of shares (or payment of cash) pursuant to the Performance Share Units (rounded down to the nearest whole share), equal to the number of shares (or amount of cash) the Grantee would have received if he had remained employed through the last day of the Performance Period, multiplied by a fraction equal to the number of whole months of employment completed during the Performance Period divided by 36 months, contingent upon the extent to which the performance criteria is satisfied for such Performance Period. In the event the Grantee is entitled to a pro-rata derestriction or issuance as set forth in this Section 4.1(d), the timing of such derestriction or issuance shall be in accordance with Sections 3.3 and 4.1(e), respectively.
Sample 1
Exceptions to Employment Condition. Notwithstanding Section 4.1(c), if the Grantee’s termination of employment occurs prior to the end of the Performance Period by reason of (i) Grantee’s death, (ii) Grantee’s disability (covered by a long-term disability plan of the Corporation or an Affiliate then in effect), (iii) Grantee’s termination of employment by the Corporation without “Cause”, as defined in that certain Change in Control Agreement between the Corporation and the Grantee effective February 13, 2006, as amended, on or before February 13, 2009, (iv) Grantee’s termination on or after Grantee’s attainment of age 55 and before Grantee’s attainment of age 60, with ten years of credited employment with the Corporation or an Affiliate or predecessor thereof, (v) Grantee’s termination on or after Grantee’s attainment of age 60, (vi) Grantee’s termination of employment by the Corporation “without cause” as defined in the Plan, on or after March 10, 2009 or (vii) sale of a business unit or subsidiary of the Corporation by which Grantee is employed, then Grantee shall be entitled to a pro-rata derestriction of the Restricted Stock and a pro-rata issuance of shares (or payment of cash) pursuant to the Other Stock-Based Award (rounded down to the nearest whole share), equal to the number of shares (or amount of cash) the Grantee would have received if he had remained employed through the last day of the Performance Period, multiplied by a fraction equal to the number of whole months of employment completed during the Performance Period divided by 36 months, contingent upon the extent to which the performance criteria is satisfied for such Performance Period. In the event the Grantee is entitled to a pro-rata derestriction or issuance as set forth in this Section 4.1(d), the timing of such derestriction or issuance shall be in accordance with Sections 3.3 and 4.1(e), respectively.
Sample 1

Related to Exceptions to Employment Condition

  • Employment Conditions By accepting the Award, the Participant acknowledges and agrees that:

  • Employment Condition The Participant must be employed by the Employer on the last day of the Plan Year, irrespective of whether he satisfies any Hours of Service condition under Option (d), with the following exceptions: (Choose (1) or at least one of (2) through (5))

  • Conditions of Employment Normal conditions of employment as issued by the Company apply to the receipt of benefits under this Section 5.

  • Terms and Conditions of Employment The following terms and conditions will govern Employee’s employment with the Company throughout the Employment Period and will also, to the extent expressly indicated below, remain in effect following Employee’s cessation of employment with the Company.

  • Retention of Consultant The Company hereby retains the Consultant, and Consultant agrees to be retained by the Company, upon the terms in, and subject to the conditions of, this Agreement.

  • Severance and Change in Control Benefits The Committee has designated you a participant in the Company’s Executive Change in Control and Severance Plan (the “Policy”), attached as Exhibit A to this Agreement. As a participant in the Policy, you will be eligible to receive severance payments and benefits upon certain qualifying terminations of your Employment as set forth in Exhibit B to this Agreement (the “Participation Terms”), subject to the terms and conditions of the Policy. By signing this Agreement, you agree that this Agreement, the Policy, and the Participation Terms constitute the entire agreement between you and the Company regarding the subject matter of this paragraph and supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied), and specifically supersede any severance and/or change of control provisions of any offer letter, employment agreement, or equity award agreement entered into between you and the Company. For the avoidance of doubt, all other terms of any equity awards granted to you by the Company will remain in effect.

  • Compensation of Consultant The Company hereby agrees to compensate Consultant $1,000 per month payable on the first business day of the month.

  • Termination of Employment and Severance Benefits The Executive’s employment hereunder shall terminate under the following circumstances:

  • OUTSIDE EMPLOYMENT Employee shall devote his full time and attention to the performance of the duties incident to his position with the Company, and shall not have any other employment with any other enterprise or substantial responsibility for any enterprise which would be inconsistent with Employee’s duty to devote his full time and attention to Company matters without the prior consent of the Board of Directors.

  • OBLIGATIONS SURVIVE TERMINATION OF EMPLOYMENT Executive agrees that any and all of Executive’s obligations under this Agreement, including but not limited to Exhibits B and C, shall survive the termination of employment and the termination of this Agreement.

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