Pre-CIC Good Leaver Termination Sample Clauses

Pre-CIC Good Leaver Termination. Except as otherwise provided in Section 2(a)(iii), upon termination of the Participant’s Service by the Participant for Good Reason (as defined on Exhibit A), by the Company without Cause or due to the Participant’s death or Disability, in each case, following the first anniversary of the Date of Grant, a pro-rata portion of the Service Condition shall be deemed satisfied based on a fraction, the numerator of which is the number of days from the Date of Grant until the date of the Participant’s termination of Service, and the denominator of which is the total number of days from the Date of Grant until the third anniversary of the Date of Grant (the “Pro-Rata Service Percentage”).
Sample 1
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Pre-CIC Good Leaver Termination. ​ 1. Upon termination of the Participant’s Service by the Participant for Good Reason, by the Company without Cause or due to the Participant’s death or Disability, the Company shall deliver to the Participant, in accordance with Section 3(a)(ii)(2), a number of shares of Common Stock equal to the number of PSUs that have satisfied the Performance Condition multiplied by the applicable Pro-Rata Service Percentage. ​ 2. The delivery of shares of Common Stock pursuant to this Section 3(a)(ii) shall occur within sixty (60) days following the third anniversary of the Date of Grant or, if later, following the date on which the Release Agreement (as defined in Section 3(c)) becomes fully effective and irrevocable; provided that, if the Release Period spans two (2) calendar years, the shares of Common Stock shall be delivered to the Participant in the later calendar year; provided further that in no event shall the delivery of shares occur later than March 15th of the calendar year following the year in which Performance Condition is satisfied. ​ 3. If the Release Agreement does not become fully effective and irrevocable prior to the expiration of the Release Period, all PSUs will be forfeited immediately, automatically and without consideration as of the date of the Participant’s termination of Service. ​
Sample 1
Pre-CIC Good Leaver Termination. [Except as otherwise provided in Section 2(a)(iii), upon termination of the Participant’s Service [by the Participant for Good Reason (as defined on Exhibit A),] by the Company without Cause or due to the Participant’s death or Disability (A) the Service Condition shall be deemed satisfied in full in respect of any PSUs for which the Performance Condition was satisfied on or prior to the date of termination of the Participant’s Service and (B) a pro-rata portion of the Service Condition shall be deemed satisfied in respect of any PSUs for which the Performance Condition was not satisfied on or prior to the date of termination of the Participant’s Service based on a fraction, the numerator of which is the number of days from the Date of Grant until the date of the Participant’s termination of Service, and the denominator of which is the total number of days from the Date of Grant until the third anniversary of the Date of Grant (“Pro-Rata Service Percentage”).]1 1 Good Reason protection is only applicable for senior vice-presidents and above. For CFO: Except as otherwise provided in Section 2(a)(iii), upon termination of the Participant’s Service by the Participant for Good Reason (as defined on Exhibit A), by the Company without Cause or due to the Participant’s death or Disability (A) the Service Condition shall be deemed satisfied in full in respect of any PSUs for which the Performance Condition was satisfied on or prior to the date of termination of the Participant’s Service and (B) a pro-rata portion of the Service Condition shall be deemed satisfied in respect of any PSUs for which the Performance Condition was not satisfied on or prior to the date of termination of the Participant’s Service based on a fraction, the numerator of which is the sum of (i) the number of days from the Date of Grant until the date of the Participant’s termination of Service, plus (ii) 365 days, and the denominator of which is the total number of days from the Date of Grant until the third anniversary of the Date of Grant (“Pro-Rata Service Percentage”); provided, that in no event shall such fraction exceed one (1). For CEO: “Upon termination of the Participant’s Service by the Participant for Good Reason (as defined on Exhibit A), by the Company without Cause or due to the Participant’s death or Disability, one-hundred percent (100%) of the PSUs shall satisfy the Service Condition.”
Sample 1

Related to Pre-CIC Good Leaver Termination

  • Good Reason Termination Good Reason Termination means a Termination of Employment initiated by Participant that is related to one or more conditions described in subsection (a), and that is subject to the timing, notice and remedy provisions of subsection (b):

  • Termination of Employment; Change in Control (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if the Optionee's employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if the Optionee's employment terminates by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason (as defined in the last Section hereof), the Option shall remain exercisable for three years from the date of such termination of employment (but not beyond the Term of the Option) and (c) if the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) or (b) of this sentence), the Option may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option). (ii) If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall become fully and immediately vested and exercisable. In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisable.

  • Employee Termination A) Regular employees other than those serving a probationary period, shall give twenty-eight (28) calendar days written notice of termination to a representative designated by the Employer with the authority to accept such written notice. B) In addition to the twenty-eight (28) calendar day notice, regular employees in positions above the level of general staff nurse shall inform the Employer of their intention to terminate as soon in advance as possible. C) The period of notice as set forth in (A) above must be for time scheduled to be worked and must not include accrued vacation, unless such vacation has been previously scheduled and approved in accordance with Article 45.03 -

  • Earlier Termination This Agreement may be terminated earlier as hereinafter provided.

  • 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.

  • Other Termination of Employment In the event of your voluntary termination (other than a Retirement subject to Section 2(c) or a Qualifying Termination subject to Section 2(f)), or termination by the Company or a subsidiary of the Company for misconduct or other conduct deemed by the Company to be detrimental to the interests of the Company or a subsidiary of the Company, you shall forfeit all unvested RSUs on the date of termination.

  • Termination of Employment Change of Control (a) For purposes of the grant hereunder, any transfer of employment by the Grantee among the Company and its Subsidiaries shall not be considered a termination of employment. Any change in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. (b) If the Grantee dies or terminates employment due to Disability (as defined in the last Section hereof), all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such termination; provided, however, that if the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such termination, all RSUs shall immediately vest but shall not be converted into shares of Common Stock and distributed to the Grantee until the earlier of (i) the date which is six months after the date of the Grantee’s termination of employment and (ii) the date of the Grantee’s death. If the Grantee’s employment with the Company terminates due to the Grantee’s Retirement (as defined in the last Section hereof), all RSUs shall continue to vest (and be converted into an equivalent number of shares of Common Stock that will be distributed to the Grantee) in accordance with Section 3 above. If the Grantee dies during the three year period immediately following the Retirement of the Grantee, then all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee’s personal representative within 30 days of the date of such death. (c) Subject to Section 4(d), if the Grantee’s employment terminates for any reason other than death, Disability or Retirement, the Grantee shall forfeit all RSUs. (d) Notwithstanding any other provision contained herein or in the Plan, in the event of a Change in Control (as defined in the last Section hereof) or of the termination of this Agreement within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Code, all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of the Company) as soon as administratively practicable thereafter.

  • Employment Status Termination Following Change in Control (a) No benefits shall be payable under this Agreement unless there has been a Change in Control of the Company during the Term. You acknowledge that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain you as an employee. You may terminate your employment at any time, with or without Good Reason. If your employment with the Company terminates for any reason and subsequently a Change in Control shall have occurred, you shall not be entitled to any benefits hereunder. (b) Any termination of your employment by the Company or by you following a Change in Control of the Company during the Term shall be communicated by written notice of termination that indicates the specific provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated ("Notice of Termination"). A Notice of Termination shall be delivered to the other party hereto in accordance with Section 6.

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Termination After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

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