Forfeiture; Certain Terminations Sample Clauses
The 'Forfeiture; Certain Terminations' clause defines the circumstances under which a party may lose certain rights, benefits, or entitlements if the agreement is terminated under specific conditions. Typically, this clause outlines what happens to unvested interests, bonuses, or other contractual benefits if termination occurs due to reasons such as cause, voluntary resignation, or breach of contract. Its core function is to deter undesirable conduct and clarify the consequences of particular types of termination, thereby protecting the interests of the non-breaching party and ensuring both sides understand the risks associated with ending the agreement under specified conditions.
Forfeiture; Certain Terminations. (i) Notwithstanding the foregoing, but subject to Section 4(d)(ii) below, in the event of a termination of the Participant’s Service including a violation of Tesoro’s Code of Business Conduct, or involuntary termination without eligibility for severance under a Company sponsored severance plan or the occurrence of a Change in Control, as applicable, all Phantom Units that have not vested prior to or in connection with such termination of Service or Change in Control (or are not converted pursuant to Section 4(c) above) shall thereupon automatically be forfeited by the Participant without further action and without payment of consideration therefor. Subject to Section 4(d)(ii) below, no portion of the Phantom Units which has not become vested at the date of the Participant’s termination of Service shall thereafter become vested. For the avoidance of doubt, no Phantom Units shall become vested pursuant to Section 4(c) above in the event of a Change in Control following a termination of the Participant’s Service.
(ii) Notwithstanding Section 4(d)(i) above, in the event of a termination of the Participant’s Service (A) as a result of the Participant’s Retirement at any time before the last day of the Performance Period or (B) at or after the one year anniversary of the commencement of the Performance Period but before the last day of the Performance Period (and not within two years following a Change in Control) by the Company, the Partnership or one of their Affiliates without Cause under circumstances qualifying for severance compensation under any severance plan sponsored by the Company, a portion of the Phantom Units shall not be forfeited in connection with such termination of Service, but shall instead remain outstanding and shall be eligible to vest on the last day of the Performance Period in accordance with this Section 4(c)(ii). In the event of such a termination of Service, the number of Phantom Units that shall vest on the last day of the Performance Period, if any, shall be equal to the number of Phantom Units that would have vested under Section 4(a) had the Participant remained in Service with the Company, the Partnership or one of their Affiliates through the last day of the Performance Period, multiplied by a fraction, the numerator of which is the number of whole months of service by the Participant during the Performance Period and the denominator of which is the total number of whole months in the Performance Period.
(iii) Notwithstanding S...
Forfeiture; Certain Terminations. Except as provided in this paragraph, upon your termination of employment with the Company, all unvested Restricted Stock Units shall immediately be forfeited without compensation. Notwithstanding anything herein to the contrary, in the event that your employment with the Company is terminated as a result of your death, Disability (as defined in the Employment Agreement), non-renewal by the Company of the Term (as defined in the Employment Agreement) termination by the Company without Cause (as defined in the Employment Agreement), or your resignation with Good Reason (as defined in the Employment Agreement) (“Qualifying Termination”), subject to your timely execution, delivery, and non-revocation of a General Release (as defined in the Employment Agreement) as provided in Section 5(c) of the Employment Agreement, the Restricted Stock Units will immediately vest in full.
Forfeiture; Certain Terminations. Except as provided in this paragraph: (i) upon your Termination, all unvested Performance Stock Units shall immediately be forfeited without compensation; and (ii) upon the failure to attain a Performance Goal (as defined below), any unvested Performance Stock Units subject to any such unachieved Performance Goal shall immediately be forfeited without compensation. Notwithstanding anything herein to the contrary, the Performance Stock Units will vest in full upon a Termination by reason of your death or Disability. In the event of your Termination by the Company without Cause or, if provided in an agreement between you and the Company in effect as of the Grant Date, by you for Good Reason or due to a Constructive Termination without Cause, as each such term (or concept of like import) is defined in that agreement, the Performance Stock Units will vest upon, and subject to, the certification by the Committee of attainment of the applicable Performance Goal regardless of whether or not you are employed on the date of certification.
Forfeiture; Certain Terminations. Except as provided in this paragraph, upon your termination of employment with the Company, all unvested Restricted Stock Units shall immediately be forfeited without compensation. Notwithstanding anything herein to the contrary, except as provided in the immediately following sentence, if (i) the Company terminates your employment for any reason other than for “cause” (as defined below), (ii) the Company causes your employment to terminate because of “constructive termination” (as defined below), (iii) your employment terminates due to death or “disability” (as defined under Section 409A of the Internal Revenue Code of 1986, as amended) or (iv) your employment as Interim Chief Executive Officer terminates following the hiring by the Company of a replacement chief executive officer (other than you) and your having provided transitional services to the Company for the six (6) week period (or such shorter period as determined by the Company in its sole discretion) immediately following the date such replacement chief executive officer is hired, then, provided that you have not breached the provisions of Paragraph 4 of the employment agreement by and between you and the Company dated June [•], 2022 (the “Employment Agreement”), your Stock Award shall vest in full (to the extent then unvested) effective as of your employment termination date, in each case, subject to your execution and non-revocation of a Release (as defined, and on the terms and conditions set forth, in the Employment Agreement). In the event that a termination of your employment described in the immediately preceding clauses (i), (ii), (iii) or (iv) occurs on a date that is prior to the six (6) month anniversary of the Grant Date, then 20% of the Restricted Stock Units will not vest, and instead will be immediately forfeited for no consideration; provided, however, that in no event shall you forfeit a portion of the Restricted Stock Units to the extent such forfeiture would cause the fair market value of the Restricted Stock Units (based on the closing price of a share of the Company’s common stock on the employment termination date) that otherwise would vest in connection with such termination of employment to be less than $2,080,000. For purposes of this Agreement, a “Termination” or “Termination of Employment” shall occur upon cessation of your employment with the Company, even if you remain a director of the Company or become a consultant to the Company thereafter. The Company shall have...
Forfeiture; Certain Terminations. Except as provided in this paragraph: (i) upon your termination of employment with the Company, all unvested Performance Stock Units shall immediately be forfeited without compensation; and (ii) upon the failure to fully attain the Performance Goals, the unvested Performance Stock Units shall immediately be forfeited without compensation. Notwithstanding anything herein to the contrary, in the event that prior to the second anniversary of the Grant Date, your employment with the Company is terminated as a result of your death, Disability (as defined in the Employment Agreement), termination by the Company without Cause (as defined in the Employment Agreement), or your resignation with Good Reason (as defined in the Employment Agreement) (“Qualifying Termination”), subject to your timely execution, delivery, and non-revocation of a General Release (as defined in the Employment Agreement) as provided in Section 5(c) of the Employment Agreement, 100% of the Performance Stock Units will immediately vest in full, regardless of actual attainment of the Performance Goals.
Forfeiture; Certain Terminations. Except as provided in this paragraph: (i) upon your Termination, all unvested Performance Stock Units shall immediately be forfeited without compensation; and (ii) upon the failure to attain a Performance Goal, any unvested Performance Stock Units subject to any such unachieved Performance Goal shall immediately be forfeited without compensation. Notwithstanding anything herein to the contrary, the Performance Stock Units will vest in full upon a Termination by reason of your death or Disability. In the event of your Termination by the Company without Cause or, if provided in an agreement between you and the Company in effect as of the Grant Date, by you for Good Reason or due to a Constructive Termination without Cause, as each such term (or concept of like import) is defined in that agreement, notwithstanding anything herein or in any agreements with the Company to the contrary, including without limitation, your employment agreement, a pro-rated portion of the Performance Stock Units, based upon the period of your employment with the Company during the applicable Performance Period, relative to the full Performance Period will vest upon, and subject to, the certification by the Committee of attainment of the applicable Performance Goal regardless of whether or not you are employed on the date of certification.