Other Vesting Events. Notwithstanding the foregoing, the Restricted Stock Units shall vest at such earlier time as the restrictions may lapse pursuant to Sections 6 or 8 of this Agreement. The foregoing notwithstanding, in the event of a pending or threatened Change of Control, or in connection with any merger, consolidation, acquisition, separation, reorganization, liquidation or like occurrence in which the Corporation is involved, the Board of Directors may, in its sole discretion, take such actions as permitted under the Plan.
Other Vesting Events. Except as otherwise provided in Section 4.1.1 and Section 4.1.2, each Participant’s Account shall become vested in accordance with the vesting and, if applicable, Early Retirement Age provisions selected in the Adoption Agreement. The vesting schedule that applies to Matching Contributions shall satisfy either a 3-year cliff vesting schedule or a “2-to-6-year graded vesting schedule.” A “2-to-6-year graded vesting schedule” and “3-to-7-year graded vesting schedule” means an Employee’s vested percentage based on each included year of Vesting Service under the following applicable schedule:
Other Vesting Events. The Restricted Shares that have not become forfeited hereunder will become vested, as described below, upon the occurrence of the following:
(i) The Restricted Shares shall become 100% vested upon the occurrence of a Liquidity Event described in clause (A) of Section 3(c)(i) of the Employment Agreement.
(ii) The Restricted Shares shall become 100% vested upon the occurrence of a Change of Control described in Section 5(g) of the Employment Agreement, whether or not Executive’s employment is terminated.
(iii) Upon Death or Permanent Disability, the portion of the Restricted Shares that have become Vested Shares is the aggregate of (A) the Vested Shares determined under Section 3(a), and (B) a fraction of the Restricted Shares that are subject to vesting during the calendar year, the numerator determined by the number of months service performed during the year by Executive and the denominator is twelve (12). A month of service will be credited for a partial month in which the Executive is employed for at least ten (10) days.
Other Vesting Events. The Restricted Shares that have not become forfeited hereunder will become vested, as described below, upon the occurrence of the following:
(i) The Restricted Shares shall become 100% vested upon the occurrence of a Liquidity Event described in clause (A) of Section 3(c)(i).
(ii) The Restricted Shares shall become 100% vested upon the occurrence of a Change of Control described in Section 5(g), whether or not Executive’s employment is terminated.
(iii) Upon Death or Permanent Disability, the portion of the Restricted Shares that have become Vested Shares is the aggregate of (A) the Vested Shares determined under Section 4(a), and (B) a fraction of the Restricted Shares that arc subject to vesting during the calendar year, the numerator determined by the number of months service performed during the year by Executive and the denominator is twelve (12). A month of service will be credited for a partial month in which the Executive is employed for at least ten (10) days.
Other Vesting Events. Notwithstanding the foregoing, the Performance Options shall Vest at such earlier time as the restrictions may lapse pursuant to Sections 7 or 9 of this Agreement. The foregoing notwithstanding, in the event of a pending or threatened Change in Control, or in connection with any merger, consolidation, acquisition, separation, reorganization, liquidation or like occurrence in which the Corporation is involved, the Board of Directors may, in its sole discretion, take such actions as permitted under the Plan.
Other Vesting Events. Notwithstanding the provisions of Section 2(a), if the Employee’s Termination of Employment occurs during a calendar year because of the Employee’s death or Disability (as hereinafter defined), the Employee will vest in the unvested portion of the Award that would otherwise have vested had the Employee remained employed on the scheduled vesting date in such year.
Other Vesting Events. Notwithstanding the foregoing, the Restricted Stock Units shall vest at such earlier time as the restrictions may lapse pursuant to Sections 6 or 8 of this Agreement. In the event Participant is Involuntarily Terminated by the Corporation as defined by Section 4(a)(i) of the Severance Agreement, vesting shall occur on the earlier of: April 26, 2022 or twelve (12) months from the date of the Participant’s termination date. The foregoing notwithstanding, in the event of a pending or threatened Change of Control, or in connection with any merger, consolidation, acquisition, separation, reorganization, liquidation or like occurrence in which the Corporation is involved, the Board of Directors may, in its sole discretion, take such actions as permitted under the Plan.
Other Vesting Events. Notwithstanding the foregoing, the Options shall Vest at such earlier time as the restrictions may lapse pursuant to Sections 16 or 18 of this Agreement. The foregoing notwithstanding, in the event of a pending or threatened Change in Control, or in connection with any merger, consolidation, acquisition, separation, reorganization, liquidation or like occurrence in which the Corporation is involved, the Board of Directors may, in its sole discretion, take such actions as permitted under the Plan, unless there is a previously executed Continuity Agreement in place in which case the terms of the Continuity Agreement control.
Other Vesting Events. If Executive's employment is terminated before he attains age 65 by the Corporation without Cause, by the Corporation on account of disability or by Executive for Good Reason, then Executive shall be entitled to receive a monthly payment, ending with the monthly payment for the month of his 88th birthday, equal to (i) (A) $252,000 per annum, payable on a monthly basis (i.e., $21,000), multiplied by (B) the applicable vested proportion (as provided in Section III), reduced by (ii) the applicable Tax-Qualified Plan Reduction Amount. The amount set forth in the foregoing clause (i) shall be actuarially adjusted for any commencement before age 65 in accordance with Exhibit A hereto. Such benefit payments shall commence as of the first day of the month following Executive's termination of employment and the form of distribution shall, in lieu of the stream of monthly payments contemplated by clause (i), be made in four substantially equal payments over 24 months which have an actuarially equivalent value to such stream of monthly payments, determined using the actuarial assumptions under the Tax-Qualified Plan that would apply at the time of death. In the event that Executive should die following such aforementioned termination of employment but before he receives any and all benefits under this Agreement, the benefits set forth in the foregoing provisions of this paragraph shall apply, and shall be paid to Executive's estate or designated beneficiary. In the event Executive's employment is terminated on account of Executive's death before attainment of age 65, the benefits set forth in the foregoing paragraph shall apply, except that (i) subject to clause (ii), the amount payable to Executive's estate or designated beneficiary shall be reduced so that each payment shall be 65% of the amount otherwise payable, and (ii) the form of distribution shall, in lieu of the stream of payments contemplated by clause (i), be ratable monthly payments over 36 months which have an actuarially equivalent value to such stream of payments, determined using the actuarial assumptions under the Tax-Qualified Plan that would apply at the time of death. For purposes of clarification, an example of the determination of Executive's benefits is set forth on Exhibit B hereto, which is hereby incorporated herein by reference.
Other Vesting Events
