We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Forfeiture/Acceleration Sample Clauses

Forfeiture/Acceleration. Upon your Qualified Retirement prior to February 27, 2010, the Restricted Period will continue and the Restricted Shares will not be issued until such date as the Committee determines in its sole discretion whether and to what extent the Vesting Criteria set forth in the Vesting Criteria Schedule have been met, as set forth in Section 4.1 above. If your employment is terminated by reason of death or you become Disabled prior to February 27, 2010, the restrictions will lapse and the Restricted Shares will be issued and become non-forfeitable and transferable as of the date of such termination in the same amount as if the performance goals had been achieved such that 100% of the Restricted Shares had been earned through the date of termination. If, prior to February 27, 2010 and within 12 months following a Change in Control, your employment is terminated without Cause or you terminate your employment for Good Reason, the restrictions will lapse and the Restricted Shares will become non-forfeitable and transferable as of the date of such termination in the same amount as if the performance goals had been achieved such that 100% of the Restricted Shares had been earned through the date of termination. If your employment is terminated prior to February 27, 2010 for any other reason, your rights to all of the Restricted Shares will be immediately and irrevocably forfeited.
Sample 1See All (4)
Forfeiture/Acceleration. (a) 100% of the unvested portion of the Restricted Stock shall, in the event of, (i) termination of Executive for Cause, or (ii) Executive’s resignation without Good Reason, in each case, be immediately forfeited without consideration or the need for any further action by any Person. (b) 100% of the unvested portion of the Restricted Stock shall, in the event of, (i) Executive’s termination without Cause, (ii) Executive’s resignation for Good Reason, or (iii) Executive’s death or Disability, in each case, on the Termination Date, fully vest without the need for any further action by any Person.
Sample 1Sample 2
Forfeiture/Acceleration. 100% of the unvested portion of the Restricted Stock shall, in the event of, (i) termination of the Participant for Cause, or (ii) the Participant’s resignation without Good Reason, in each case, be immediately forfeited without consideration or the need for any further action by any Person. 100% of the unvested portion of the Restricted Stock shall, in the event of, (i) the Participant’s termination without Cause, (ii) the Participant’s resignation for Good Reason, or (iii) the Participant’s death or Disability, in each case, on the Termination Date, fully vest without the need for any further action by any Person.
Sample 1Sample 2
Forfeiture/Acceleration. In the event your employment is terminated prior to the third anniversary of the Award Date, your rights to all of the Shares shall be immediately and irrevocably forfeited, unless your termination is by reason of (a) involuntary termination without Cause, (b) death, (c) Disability, or (d) Qualified Retirement (as those capitalized terms are defined in the Addendum to this Agreement). In the event your employment is terminated by reason of death, Disability or Qualified Retirement prior to the third anniversary of the Award Date, the restrictions with respect to all of the Shares shall lapse and the Shares shall become non-forfeitable and transferable as of the date of such termination. In the event your employment is terminated during the Restricted Period by reason of involuntary termination without Cause, a pro-rata portion of the Shares shall vest and become non-forfeitable and transferable as of the date of such termination. In the event of a Change in Control (as defined in the Addendum to this Agreement) during the Restricted Period, a pro-rata portion of the Shares shall vest and become non-forfeitable and transferable as of the date of the Change in Control.
Sample 1
Forfeiture/Acceleration. (a) If, prior to the Performance Target Date, your employment is terminated by reason of death or because you become Disabled, you will be entitled to receive a Performance Award equal to 100% of the Performance Award Target Value, regardless of whether the Performance Criteria have been met. Such Performance Award will be payable to you within thirty (30) calendar days after the termination date of your employment. (b) If, prior to the Performance Target Date, your employment is terminated by Napster without Cause or you terminate your employment with Napster for Good Reason, the Performance Period will continue and you will be entitled to receive a Performance Award equal to a pro-rata portion, based on the number of Whole Months you served during the Performance Period, of the Performance Award that otherwise would have been earned in accordance with the Performance Criteria Schedule as of the Performance Target Date. Any Performance Award to which you become entitled under this paragraph will be payable to you within thirty (30) calendar days after the Performance Target Date. (c) If, prior to the Performance Target Date, majority ownership of Napster (or any successor entity) is sold by Best Buy or spun-off to its shareholders, or if the venture ceases operations (the “Event”), you shall be entitled to receive a Performance Award equal to 100% of the Performance Award Target Value, regardless of whether the Performance Criteria have been met. Any Performance Award to which you become entitled under this paragraph will be payable to you within thirty (30) calendar days after the date of the Event. (d) If your employment is terminated during the Performance Period for any other reason, your rights to any Performance Award will be immediately and irrevocably forfeited.
Sample 1
Forfeiture/Acceleration. (a) If, prior to the Performance Target Date, your employment is terminated by reason of death or because you become Disabled, you will be entitled to receive an Incentive Award equal to 100% of the Award Target Value, regardless of whether the Performance Criteria have been met. Such Incentive Award will be payable to you within thirty (30) calendar days after the termination date of your employment. (b) If, prior to the Performance Target Date, your employment is terminated by Napster without Cause or you terminate your employment with Napster for Good Reason, the Performance Period will continue and you will be entitled to receive an Incentive Award equal to a pro-rata portion, based on the number of Whole Months you served during the Performance Period, of the Incentive Award that otherwise would have been earned in accordance with the Performance Criteria Schedule as of the Performance Target Date. Any Incentive Award to which you become entitled under this paragraph will be payable to you within thirty (30) calendar days after the Performance Target Date. (c) If your employment is terminated during the Performance Period for any other reason, your rights to any Incentive Award will be immediately and irrevocably forfeited.
Sample 1
Forfeiture/Acceleration. (a) If (i) during the Restricted Period, your employment is terminated by reason of death or because you become Disabled, or (ii) within 12 months of the Award Date, your employment is terminated by Napster without Cause or you terminate your employment with Napster for Good Reason, the restrictions will immediately lapse and the Restricted Shares that are not vested as of the date of termination will become non-forfeitable and transferable. (b) If during the Restricted Period, but more than 12 months after the Award Date, your employment is terminated by Napster without Cause or you terminate your employment with Napster for Good Reason, you shall be entitled to receive the next scheduled installment of the Restricted Shares that are not vested as of the date of termination. (c) If, during the Restricted Period, majority ownership of Napster (or any successor entity) is sold by Best Buy or spun-off to its shareholders, or if the venture ceases operations (the “Event”), the restrictions will immediately lapse and the Restricted Shares that are not vested as of the date of the Event will become non-forfeitable and transferable. (d) If your employment is terminated during the Restricted Period for any other reason, your rights to all Restricted Shares that are not vested as of the date of termination will be immediately and irrevocably forfeited.
Sample 1
Forfeiture/Acceleration. In the event your employment is terminated prior to the fourth anniversary of the Award Date, your rights to the Shares that are still subject to restrictions shall be immediately and irrevocably forfeited; provided, however, that the Committee may, in its sole discretion, waive in whole or in part any or all remaining restrictions with respect to the Shares under special hardship circumstances; and provided, further, that in the event your employment is terminated by reason of death, Disability, or Retirement (as those capitalized terms are defined in the Addendum to this Agreement), the restrictions with respect to all of the Shares shall lapse and the Shares shall become transferable and non-forfeitable as of the date of such termination. Notwithstanding the foregoing, all restrictions with respect to the Shares shall lapse on the date determined by the Committee, prior to, but in no event more than 60 days prior to, the occurrence of a Significant Change in Lifecore (as defined in the Addendum to this Agreement). While you are still employed by Lifecore, the Committee may, in its sole discretion, waive in whole or in part any or all remaining restrictions with respect to the Shares in the event of an unforeseeable emergency.
Sample 1
Forfeiture/Acceleration. If your employment is terminated by reason of death or Qualified Retirement or you become Disabled prior to the third anniversary of the Award Date, the restrictions will lapse and the Performance Shares will become non-forfeitable and transferable as of the date of such termination. If, prior to the third anniversary of the Award Date, your employment is terminated without Cause or you terminate your employment for Good Reason within 12 months following a Change in Control, the restrictions will lapse and the Performance Shares will become non-forfeitable and transferable as of the date of such termination. If your employment is terminated prior to the third anniversary of the Award Date for any other reason, your rights to all of the Performance Shares will be immediately and irrevocably forfeited.
Sample 1

Related to Forfeiture/Acceleration

  • Vesting Acceleration Effective on such termination, the Executive shall receive accelerated vesting equivalent to six (6) months of service beyond the date of Executive’s termination with respect to the shares subject to any grant of restricted stock or stock options (each, an “Equity Grant”) granted to the Executive, regardless of whether granted prior to, coincident with, or after, the Effective Date; provided, however, that in the event such termination occurs within one (1) year following a Change of Control, then one hundred percent (100%) of the remaining shares subject to each such Equity Grant shall become vested in full and the period during which the Executive is permitted to exercise (if applicable) any such Equity Grant shall be extended until the earlier of (i) ten (10) years from the date of grant, or (ii) the expiration date of such Equity Grant (as of the date of grant).

  • Option Acceleration One hundred percent (100%) of the shares subject to all Options granted to the Employee by the Company prior to the Change of Control shall immediately become vested and exercisable in full upon such Involuntary Termination. Following such acceleration, the Options shall continue to be subject to the terms and conditions of the Company’s stock option plans and the applicable option agreements between the Employee and the Company.

  • Acceleration of Vesting Notwithstanding any provision of the Plan or this Agreement to the contrary, in the event of a Change in Control prior to the date that the Option is fully vested and exercisable, the Option shall become immediately vested and exercisable with respect to 100% of the Shares in each remaining vesting tranche. To the extent practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time which allows the Participant the ability to participate in the Change in Control with respect to the Shares of Common Stock received.

  • Vesting; Forfeiture (a) Subject to the Participant’s continued employment or service through the applicable vesting date and except as otherwise provided in this Section 3, the Award shall vest at the time(s) set forth on the signature page hereto. The Administrator has authority to determine whether and to what degree the Award shall be deemed vested. (b) Notwithstanding Section 3(a) herein, with respect to Employees and Consultants, in the event that the Participant’s employment or service with the Company is terminated due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting date, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b), shall be deemed vested. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that the Participant’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Date. (d) Notwithstanding Section 3(a) herein, in the event of a Change of Control, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested as of the date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s Termination Date). (e) If the Participant’s employment or service with the Company is terminated for any reason other than a Change of Control, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion of the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the unvested portion of the Award.

  • Committee Discretion to Accelerate Vesting Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the RSUs at any time and for any reason.

  • Automatic Acceleration Upon the occurrence of an Event of Default described in Section 8.01(l) or Section 8.01(m) the Facility shall be automatically terminated and the Loans and all other Obligations shall be immediately due and payable upon the occurrence of such event, without demand or notice of any kind.

  • Acceleration, Etc Upon the occurrence of any Event of Default described in the foregoing Section 10.1(e) or 10.1(f), the Loan shall automatically and immediately terminate and the unpaid principal amount of and any and all accrued interest on the Loan shall automatically become immediately due and payable, with all additional interest from time to time accrued thereon and without presentment, demand or protest or other requirements of any kind (including, without limitation, valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate or notice of acceleration), all of which are hereby expressly waived by Borrower, and the obligations of Lender to make any further disbursement of the Loan shall thereupon terminate; and upon the occurrence and during the continuance of any other Event of Default, Lender may, by written notice to Borrower, (i) declare that the Loan is terminated, whereupon the Loan and the obligation of Lender to make any further disbursement of the Loan shall immediately terminate, and/or (ii) declare the unpaid principal amount of, any and all accrued and unpaid interest on the Loan and all of the other Obligations to be, and the same shall thereupon be, immediately due and payable with all additional interest from time to time accrued thereon and without presentment, demand, or protest or other requirements of any kind (including without limitation, valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate and of acceleration), all of which are hereby expressly waived by Borrower. Without limiting Lender’s authority hereunder, on or after the Maturity Date, Lender may exercise any or all rights and remedies under the Loan Documents or applicable law, including, without limitation, foreclosure upon the Property or any additional collateral.

  • No Acceleration The timing of payments and benefits under the Agreement may not be accelerated to occur before the time specified for payment hereunder, except to the extent permitted under Treasury Regulation § 1.409A-3(j)(4) or as otherwise permitted under Code Section 409A without Employee incurring a tax penalty.

  • Accelerated Vesting (a) Immediately prior to the effective date of the Change in Control, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all of the Option Shares. However, the Unvested Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested Shares at the time of the Change in Control (the excess of the Fair Market Value of those Unvested Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effect, then this option shall be appropriately adjusted, upon such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

  • Acceleration of Equity Awards All: (i) outstanding and unvested options to purchase Common Stock granted to Executive under any equity plan of the Company, (ii) unvested shares of restricted Common Stock awarded to the Executive under any equity plan of the Company, and (iii) other equity and equity equivalent awards then held by the Executive, shall be accelerated in full, and thereafter all such options, shares of restricted Common Stock and other equity awards shall be immediately vested and exercisable for such period of time as provided for by the specific agreements governing each such award, upon Executive’s termination pursuant to Sections 11(b), (c), (e) or (f) hereof.

Most Referenced Clauses

Most Referenced Definitions