Pro-Rata Vesting Due to Death or Becoming Disabled Sample Clauses

Pro-Rata Vesting Due to Death or Becoming Disabled. If, prior to the Vesting Date, the Participant dies or becomes Disabled while in the employ of the Company or any Subsidiary, then, to the extent that the RSUs have not previously been forfeited, a pro-rata number of the RSUs shall Vest (and become entitled to settlement as specified in Section 4 of this Agreement), with such pro-rata number of RSUs being determined by multiplying (a) the total number of RSUs comprising the award by (b) a fraction (i) the numerator of which is the total number of calendar days in the period commencing with the Date of Grant and ending on the date of such death or the date on which the Participant became Disabled and (ii) the denominator of which is the number of days in the period commencing with the Date of Grant and ending on the Vesting Date, with any fractional share rounded down to the nearest whole number. The balance of the RSUs evidenced by this Agreement and not Vested under this Section 3.2 shall be immediately forfeited without compensation or other consideration. For purposes of this Agreement, the Participant shall be considered to have become “Disabled” if the Participant has qualified for a long-term disability benefit under a disability plan or program of the Company or, in the absence of a disability plan or program of the Company, under a government-sponsored disability program, and is “disabled” within the meaning of Section 409A(a)(2)(C) of the Code.
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Pro-Rata Vesting Due to Death or Becoming Disabled. If, prior to the end of the Performance Period, the Participant dies or becomes Disabled while in the employ of the Company or any Subsidiary, then, to the extent that the PRSUs have not previously been forfeited, a pro-rata number of the PRSUs shall remain eligible for Vesting after the end of the Performance Period (and become entitled to settlement as specified in Section 4 of this Agreement), with such pro-rata number of PRSUs being determined by multiplying (a) the number of PRSUs in which the Participant would have Vested in accordance with the terms and conditions of Section 3.1 if the Participant had remained in the continuous employment of the Company or any Subsidiary from the Date of Grant until the end of the Performance Period (or the occurrence of a Change in Control to the extent a Replacement Award is not provided) by (b) a fraction (i) the numerator of which is the total number of calendar days in the period commencing with the start of the Performance Period and ending on the date of such death or the date on which the Participant became Disabled and (ii) the denominator of which is the number of days in the Performance Period, with any fractional share rounded down to the nearest whole number. The balance of the PRSUs evidenced by this Agreement and not subject to pro-rata eligibility for Vesting under this Section 3.2 shall be immediately forfeited without compensation or other consideration. For purposes of this Agreement, the Participant shall be considered to have become “Disabled” if the Participant has qualified for a long-term disability benefit under a disability plan or program of the Company or, in the absence of a disability plan or program of the Company, under a government-sponsored disability program, and is “disabled” within the meaning of Section 409A(a)(2)(C) of the Code.
Sample 1
Pro-Rata Vesting Due to Death or Becoming Disabled. In the event that, prior to the Vesting Date, the Participant dies or becomes Disabled while in the employ of the Company or a Subsidiary, a pro rata number of the RSUs shall Vest, as measured by the number of days Form of Restricted Stock Unit Agreement (Time-based) – Standard Intl. in the period commencing with the date of this grant and ending on the date of death or the date the Participant becomes Disabled as compared to the number of days in the period commencing with the date of this grant and ending on the Vesting Date, with any fractional share rounded down to the nearest whole number. The balance of the RSUs granted pursuant to this Agreement and not Vested pursuant to this Section 4.2 shall be forfeited without compensation or other consideration. The Participant shall be considered to have become “Disabled” if the Participant has met the requirements for a long-term disability benefit under a disability plan or program of the Company, or in the absence of a disability plan or program of the Company, under a government-sponsored disability program, and is “disabled” within the meaning of Section 409A(a)(2)(C) of the Code.
Sample 1
Pro-Rata Vesting Due to Death or Becoming Disabled. If, prior to the end of the Performance Period, the Participant dies or becomes Disabled while in the employ of the Company or any Subsidiary, then, to the extent that the PRSUs have not previously been forfeited, a pro-rata number of the PRSUs shall remain eligible for Vesting after the end of the Performance Period (and become entitled to settlement as specified in Section 4 of this Agreement), with such pro-rata number of PRSUs being determined by multiplying (a) the number of PRSUs in which the Participant would have Vested in accordance with the terms and conditions of Section 3.1 if the Participant had remained in the continuous employment of the Company or any Subsidiary from the Date of Grant until the end of the Performance Period (or the occurrence of a Change in Control to the extent a Replacement Award is not provided) by (b) a fraction (i) the numerator of which is the total number of calendar days in the period commencing with the start of the Performance Period and ending on the date of such death or the date on which the Participant became Disabled and (ii) the denominator of which is the number of days in the Performance Period, with any fractional share rounded down to the nearest whole number. The balance of the PRSUs evidenced by this Agreement and not subject to pro-rata eligibility for Vesting under this Section 3.2 shall be immediately forfeited without
Sample 1
Pro-Rata Vesting Due to Death or Becoming Disabled. In the event that, prior to the Vesting Date, the Participant dies or becomes Disabled while in the employ of the Company or a Subsidiary, a pro rata number of the RSUs shall Vest, as measured by the number of days in the period commencing with the date of this grant and ending on the date of death or the date the Participant becomes Disabled as compared to the number of days in the period commencing with the date of this grant and ending on the Vesting Date, with any fractional Form of Restricted Stock Unit Agreement (Time-based) share rounded down to the nearest whole number. The balance of the RSUs granted pursuant to this Agreement and not Vested pursuant to this Section 4.2 shall be forfeited without compensation or other consideration. The Participant shall be considered to have become “Disabled” if the Participant has met the requirements for a long-term disability benefit under a disability plan or program of the Company, or in the absence of a disability plan or program of the Company, under a government-sponsored disability program, and is “disabled” within the meaning of Section 409A(a)(2)(C) of the Code.
Sample 1
Pro-Rata Vesting Due to Death or Becoming Disabled. In the event that, prior to the end of the Performance Period, the Participant dies or becomes Disabled while in the employ of the Company or a Subsidiary, a pro rata number of the PRSUs shall remain eligible for Vesting at the end of the Performance Period, such pro rata number to be measured by the number of days in the period commencing with the date of this grant and ending on the date of death or the date the Participant becomes Disabled as compared to the number of days in the period commencing with the date of this grant and ending on the last day of the Performance Period, with any fractional share rounded down to the nearest whole number. The provisions of this Agreement, including those provisions relating to Vesting only upon attainment of the Performance Targets at the end of the Performance Period, shall continue to apply to such pro rata number of PRSUs. The balance of PRSUs granted pursuant to this Agreement and not subject to pro rata eligibility for Vesting pursuant to this Section 4.2 shall be forfeited without compensation or other consideration. The Participant shall be considered to have become “Disabled” if the Participant has met the requirements for a long-term disability benefit under a disability plan or program of the Company, or in the absence of a disability plan or program of the Company, under a government-sponsored disability program, and is “disabled” within the meaning of Section 409A(a)(2)(C) of the Code.
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Related to Pro-Rata Vesting Due to Death or Becoming Disabled

  • Termination Due to Death or Disability Executive’s employment shall terminate automatically upon Executive’s death. The Company may terminate Executive’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death or in the event that Executive’s employment is terminated due to Executive’s Disability, Executive or Executive’s estate or Executive’s beneficiaries, as the case may be, shall be entitled to:

  • Termination Due to Disability or Death Executive’s employment hereunder may be terminated by the Company as follows:

  • Due to Death or Disability Employer will have the right to immediately terminate Executive’s services and this Agreement due to death or disability. For purposes of this Agreement, “disability” means the incapacity or inability of Executive, whether due to accident, sickness or otherwise, as determined by a medical doctor acceptable to the Board of Directors of Employer and confirmed in writing by such doctor, to perform the essential functions of Executive’s position under this Agreement, with or without reasonable accommodation (provided that no accommodation that imposes undue hardship on Employer will be required) for a period of sixty (60) consecutive days or for an aggregate of ninety (90) days during any period of twelve (12) months, or such longer period as may be required under disability law. Upon termination of Executive’s employment hereunder due to death or disability, the Company shall pay the Executive no later than fourteen (14) days from the termination date in a lump sum: (i) Executive’s salary through the date of termination, (ii) a prorated portion of any incentive bonus opportunity previously approved by the Board, (iii) for any unused vacation time, and (iv) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. Upon termination of Executive’s employment hereunder due to death or disability, all unvested stock options, awards, or other equity grants or awards shall immediately fully vest for the benefit of Executive’s estate. Executive or Executive’s estate (as the case may be) shall be entitled to receive any vested benefits required to be paid by law and any vested compensation required to be paid by law.

  • Termination Due to Death, Disability or Retirement In the event the Optionee’s employment or other service with the Company and all Subsidiaries is terminated by reason of death, Disability or Retirement, this Option will remain exercisable, to the extent exercisable as of the date of such termination, for a period of one year after such termination (but in no event after the Time of Termination).

  • Termination of Service Due to Death or Disability If an Awardee’s service on the Board terminates by reason of death or Disability, the restrictions and risk of forfeiture with respect to the Restricted Stock which have not expired shall immediately lapse and all shares of the Restricted Stock shall be deemed fully vested and nonforfeitable.

  • Termination Due to Death or Permanent Disability If the Employment Period shall be terminated due to death or Permanent Disability of the Executive, the Executive (or his estate or legal representative) shall be entitled solely to the following: (i) Base Salary through the Date of Termination; and (ii) medical benefits as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder. In addition, promptly following any such termination, the Executive (or his estate or legal representative) shall be reimbursed for all Reimbursable Expenses incurred by the Executive prior to such termination.

  • Termination Due to Disability If the Optionee’s employment terminates by reason of the Optionee’s disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee for a period of 12 months from the date of termination or until the Expiration Date, if earlier.

  • TERMINATION UPON RETIREMENT, DISABILITY OR DEATH Termination by the Bank of the Executive based on "

  • Termination of Employment Due to Death or Disability 4.1. In the event of your termination of employment due to death or permanent disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986 (the “Code”)) during the Initial Term or the Additional Term, on the date of such termination each outstanding and unvested equity award held by you that, pursuant to its terms, vests solely based upon providing continued service to Skyworks, including, without limitation, stock options, restricted stock awards (including restricted stock unit awards), and performance-based equity awards that are earned but unissued, shall automatically become vested, exercisable, and issuable, and any forfeiture restrictions thereon shall immediately lapse, as applicable, in each case, with respect to one-hundred percent (100%) of that number of then-unvested shares underlying such equity award.

  • Termination Due to Retirement Subject to Section 7 below, in the event of Termination due to Retirement, then (regardless of any subsequent death of the Employee) the Option will continue to vest pursuant to Section 3, and the last date on which the Option may be exercised is the day prior to the Expiration Date.

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