Involuntary Termination of Employment by the Company. If the Company involuntarily terminates the employment of Executive other than as set forth in Section 4, the Executive will be entitled to the benefits set forth below. “Severance Benefits” consist of:
i. Lump sum payment of unpaid base salary and other benefits, including accrued but unused vacation pay and unreimbursed business expenses, accrued to the date of termination of employment and paid on the same basis as paid upon any voluntary termination of employment.
ii. A total amount equal to 150% of (A) the sum of Executive’s current monthly rate of base salary and one-twelfth of the annual target bonus (B) multiplied by 12 months (Clauses (A) and (B) together are referred to as the “Base Amount”). Payment of the Base Amount shall be made in substantially equal monthly installments over 18 months from the date of Executive’s separation from service (within the meaning of Section 409A of the Code). The first such installment shall be paid within sixty (60) days following Executive’s separation from service (the “Commencement Date”) and subsequent installments shall be paid on the last business day of each succeeding month; provided, however, that Executive’s entitlement to each such installment shall be contingent upon execution (and non-revocation) by Executive of the release under article III, Section 2. All payments are subject to applicable taxes.
iii. The Company will charge Executive the active employee rate for healthcare coverage for 18 months after termination of employment. The COBRA election period will not commence until after the expiration of that period. Executive may decline coverage at any time. If Executive declines coverage or becomes eligible for coverage by another employer, such coverage will cease and Executive may not become covered by Company coverage again.
iv. Executive will continue group life insurance coverage for a period of 18 months following Executive’s termination of employment date.
vi. Notwithstanding anything to the contrary herein, if Executive is a “specified employee” under Section 409A of the Code, then any payment(s) to the Executive described in this Agreement that (A) constitute “deferred compensation” to an Executive under Section 409A; (B) are not exempt from Section 409A; and (C) are otherwise payable within 6 months after Executive’s separation from service (within the meaning of Section 409A of the Code) shall instead be made on the date 6 months and 1 day after such separation from service, and such pay...
Involuntary Termination of Employment by the Company. In the event of an involuntary termination of your employment by the Company (i) prior to the Adjustment Date, your Adjusted PSUs will vest and convert into Shares on the Adjustment Date or (ii) after the Adjustment Date, your remaining unsettled Adjusted PSUs will vest and convert into Shares within 60 days following the date of such termination; provided that such conversion is subject to your execution and non-revocation of an agreement and release satisfactory to MSCI within 55 days following termination of your employment.
Involuntary Termination of Employment by the Company. In the event of an involuntary termination of your employment by the Company, your RSUs will vest and convert into Shares on the date of such termination or within 60 days thereafter; provided that such conversion is subject to your execution and non-revocation of an agreement and release satisfactory to MSCI within 55 days following termination of your employment.
Involuntary Termination of Employment by the Company. If the Company involuntarily terminates the employment of Executive other than as set forth in Section 4 [Death, Disability, Cause or other than for Good Reason], the Executive will be entitled to the benefits set forth below. “Severance Benefits” consist of:
i. Lump sum payment of unpaid Salary and other benefits, including accrued but unused vacation pay and unreimbursed business expenses, accrued to the date of termination of employment and paid on the same basis as paid upon any voluntary termination of employment.
ii. A total amount equal to 262.50% of Executive’s current rate of Salary (the “Base Amount”). Payment of the Base Amount shall be made in substantially equal monthly installments over 18 months from the date of Executive’s separation from service (within the meaning of Section 409A of the Code). The first such installment shall be paid within sixty (60) days following Executive’s separation from service (the “Commencement Date”) and subsequent installments shall be paid on the last business day of each succeeding month; provided, however, that Executive’s entitlement to each such installment shall be contingent upon execution (and non-revocation) by Executive of the release under article III, Section 2. All payments are subject to applicable taxes.
Involuntary Termination of Employment by the Company. In the event of an involuntary termination of your employment by the Company without Cause: (i) on or prior to [●], one-third of your Target PSUs will vest and will convert into Shares on the Adjustment Date; (ii) after [●] but on or prior to [●], two-thirds of your Target PSUs will vest and will convert into Shares on the Adjustment Date; or (iii) after [●], all of your Target PSUs will vest and will convert into Shares on the Adjustment Date, in each case, subject to adjustment in accordance with Section 2(a) (even though you are not employed by the Company on the Vesting Date); provided that such vesting and conversion is subject to your execution and non-revocation of an agreement and release of claims satisfactory to the Company within 60 days following termination of your employment.
Involuntary Termination of Employment by the Company. In the event of an involuntary termination of your employment by the Company without Cause, provided that you execute and do not revoke an agreement and release of claims satisfactory to the Company, which will contain, inter alia, confidentiality, non-solicitation and non-disparagement covenants substantially in the form set forth in Sections 1, 3 and 4 of Exhibit B, within 60 days following termination of your employment, you will be entitled to receive a pro-rated portion of your unvested RSUs equal to the product of (i) the total number of RSUs granted to you pursuant to this Award Agreement multiplied by (ii) the quotient of (A) the total number of months you were employed with the Company during the Vesting Period (rounding up partial months) divided by (B) 36. Such pro-rated RSUs will vest and convert into Shares on the Vesting Date in accordance with Section 2. Any unvested RSUs that do not vest and convert into Shares in accordance with this Section 4(b) shall be forfeited in their entirety. Notwithstanding anything to the contrary herein, in the event of a termination of your employment as described in this Section 4(b), pursuant to Section 6, you may still be bound by, and must comply with, the restrictive covenants set forth in Exhibit B, as applicable.
Involuntary Termination of Employment by the Company. In the event of an involuntary termination of your employment by the Company without Cause (i) prior to , your unvested Adjusted PSUs will vest and convert into Shares, in the discretion of the Committee, during the period commencing on the date that the PSUs are adjusted for other participants generally pursuant to Section 2(a) and ending on the earlier to occur of (A) and (B) fifteen (15) days following the expiration date of the Delay Period, if any (such period, the “First Termination Settlement Period”), or (ii) on or after and prior to , your remaining unvested Adjusted PSUs will vest and convert into Shares, in the discretion of the Committee, during the period commencing on and ending on the earlier to occur of (A) and (B) the expiration date of the Delay Period, if any (such period, the “Second Termination Settlement Period”); provided that, in each case, such vesting and conversion is subject to your execution and non-revocation of an agreement and release of claims satisfactory to MSCI within sixty (60) days following termination of your employment.
Involuntary Termination of Employment by the Company. If the Company terminates your employment under circumstances not involving a Cancellation Event and you sign an agreement and release satisfactory to the Company, all of your unvested RSUs will time-vest. Such RSUs will performance-vest (within a range of % to %) and convert into shares of MSCI class A common stock on the Settlement Date, based on the achievement of the Performance Metrics as provided in Section 2(b).
Involuntary Termination of Employment by the Company. In the event of an involuntary termination of your employment by the Company without Cause prior to the Determination Date, provided that you execute and do not revoke an agreement and release of claims satisfactory to the Company within 60 days following termination of your employment, your RSUs will vest on the Determination Date and convert into Shares within 60 days of the Determination Date (even though you are not employed by the Company on the Determination Date), subject to the satisfaction of the Performance Target. In the event of an involuntary termination of your employment by the Company without Cause on or following the Determination Date and prior to the Vesting Date, provided that you execute and do not revoke an agreement and release of claims satisfactory to the Company within 60 days following termination of your employment, your RSUs will vest and convert into Shares within 60 days of such termination. If such 60 day period begins in one taxable year and ends in a subsequent taxable year, such vesting and conversion shall occur in the second taxable year.
Involuntary Termination of Employment by the Company. If the Company involuntarily terminates the employment of Executive other than as set forth in Section 4 above, Executive will be entitled to the benefits set forth below. “Severance Benefits” consist of: i. Lump sum payment of accrued and unpaid Salary through the date of termination of employment and other accrued benefits, paid on the same basis as paid upon any voluntary termination of employment. Such lump sum amount will be paid in accordance with the Company’s normal payroll procedures.
