Qualified Termination During Performance Period Sample Clauses
Qualified Termination During Performance Period. If, during the Performance Period, the Participant’s employment is terminated by the Company without “Cause” or the Participant resigns for “Good Reason” (as each such term is defined in the Participant’s employment agreement with the Company or an Affiliate as then, or as most recently, in effect), or the Participant retires from the Company at the age of 65 years or older, dies or becomes subject to a Disability while employed by the Company (collectively, a “Qualified Termination”), the Performance Unit Award shall become an Earned Award as follows:
(i) first, the Committee shall determine the portion of the Performance Unit Award that is eligible to become an Earned Award based on actual achievement of the Performance Criteria following the end of the Performance Period; and
(ii) second, the Earned Award so calculated shall be multiplied by a fraction, the numerator of which is the total number of days that have elapsed from the first day of the Performance Period to the date of the Participant’s Qualified Termination and the denominator of which is the total number of days in the Performance Period. Such portion of the Earned Award shall then be settled in accordance with Section 3 as for all other participants whose awards are settled on the Settlement Date.
Qualified Termination During Performance Period. If, during the Performance Period, the Participant’s employment is terminated by the Company without Cause, or the Participant resigns with Good Reason, retires from the Company at the age of 65 years or older, dies or becomes subject to a Disability while employed by the Company (collectively, a “Qualified Termination”), the Performance Unit Award shall become an Earned Award based on actual levels of achievement of Performance Criteria as of the date of such Qualified Termination; provided, however, that the ending share price shall be based on the closing price per Share on the trading date coinciding with (or if that is not a trading day, next following) such Qualified Termination, or if Shares are no longer traded on an exchange as of such date, based on the value determined by the Administrator in its reasonable discretion; and provided, further, that the portion of the Earned Award that shall vest on such Qualified Termination shall be equal to the product of (i) the Earned Award multiplied by (ii) a fraction, the numerator of which is the number of days that have elapsed from the beginning of the Performance Period through the date the Participant ceases to be an employee of the Company and the denominator of which is the total number of days in the Performance Period. Any portion of the Performance Unit Award or a resulting Earned Award that does not vest pursuant to this section shall be automatically forfeited, without consideration, on the date of the Qualified Termination.