Common use of Release Requirement Clause in Contracts

Release Requirement. Notwithstanding any provision of this Agreement to the contrary, the Common Shares covered by this Agreement and any Deferred Cash Dividends accumulated with respect thereto will not become nonforfeitable or payable pursuant to Section 2(d) of this Agreement as a result of a Termination Without Cause or pursuant to Section 2(b)(ii)(E) of this Agreement as a result of a termination of employment for Good Reason by Grantee or without Cause by Successor unless, to the extent permitted by applicable law, Grantee signs, does not revoke, and agrees to be bound by a general release of claims in a form provided by the Company which release must be signed, and any applicable revocation period shall have expired within 30 or 60 days (as specified by the Company at the time such release is provided) of Grantee’s termination of employment (such 30 day or 60 day period, as applicable, the “Review Period”). In the event such Review Period begins in 1 taxable year of the Grantee, and ends in a 2nd taxable year of the Grantee, then to the extent necessary to avoid any penalties or additional taxes under Section 409A of the Code, no payment shall be made before the 2nd taxable year.

Appears in 6 contracts

Samples: Shares Agreement (Timken Co), Timken Company (Timken Co), Shares Agreement (Timken Co)

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Release Requirement. Notwithstanding any provision of this Agreement to the contrary, the Common Shares covered by this Agreement and any Deferred Cash Dividends PRSUs accumulated with respect thereto will not Vest or become nonforfeitable or payable pursuant to Section 2(d4(e) of this Agreement as a result of a Termination Without Cause or pursuant to Section 2(b)(ii)(E4(c)(ii)(E) of this Agreement as a result of a termination of employment for Good Reason by Grantee or without Cause by the Successor unless, to the extent permitted by applicable law, Grantee signs, does not revoke, and agrees to be bound by a general release of claims in a form provided by the Company which release must be signed, and any applicable revocation period shall have expired within 30 or 60 days (as specified by the Company at the time such release is provided) of Grantee’s termination of employment (such 30 day or 60 day period, as applicable, the “Review Period”). In the event such Review Period begins in 1 taxable year of the Grantee, and ends in a 2nd taxable year of the Grantee, then to the extent necessary to avoid any penalties or additional taxes under Section 409A of the Code, no payment shall be made before the 2nd taxable year.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Timken Co), Based Restricted Stock Unit Agreement (Timken Co)

Release Requirement. Notwithstanding any provision of this Agreement to the contrary, the Common Shares covered by this Agreement Deferred Share Equivalents and any Deferred Cash Dividends accumulated with respect thereto Dividend Equivalents will not become nonforfeitable or payable pursuant to Section 2(d) of this Agreement as a result of a Termination Without Cause or pursuant to Section 2(b)(ii)(E) of this Agreement as a result of a termination of employment for Good Reason by Grantee or without Cause by the Company or the Successor unless, to the extent permitted by applicable law, Grantee signs, does not revoke, and agrees to be bound by a general release of claims in a form provided by the Company or the Successor which release must be signed, and any applicable revocation period shall have expired within 30 or 60 days (as specified by the Company at the time such release is provided) of Grantee’s termination of employment (such 30 day or 60 day period, as applicable, the “Review Period”). In the event such Review Period begins in 1 one taxable year of the Grantee, and ends in a 2nd second taxable year of the Grantee, then to the extent necessary to avoid any penalties or additional taxes under Section 409A of the Code, no payment shall be made before the 2nd second taxable year.

Appears in 2 contracts

Samples: Share Equivalents Agreement (Timken Co), Timken Company (Timken Co)

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Release Requirement. Notwithstanding any provision of this Agreement to the contrary, the Common Shares covered by this Agreement and any Deferred Cash Dividends RSUs accumulated with respect thereto will not Vest or become nonforfeitable or payable pursuant to Section 2(d4(e) of this Agreement as a result of a Termination Without Cause or pursuant to Section 2(b)(ii)(E4(c)(ii)(E) of this Agreement as a result of a termination of employment for Good Reason by Grantee or without Cause by the Successor unless, to the extent permitted by applicable law, Grantee signs, does not revoke, and agrees to be bound by a general release of claims in a form provided by the Company which release must be signed, and any applicable revocation period shall have expired within 30 or 60 days (as specified by the Company at the time such release is provided) of Grantee’s termination of employment (such 30 day or 60 day period, as applicable, the “Review Period”). In the event such Review Period begins in 1 taxable year of the Grantee, and ends in a 2nd taxable year of the Grantee, then to the extent necessary to avoid any penalties or additional taxes under Section 409A of the Code, no payment shall be made before the 2nd taxable year.

Appears in 2 contracts

Samples: Timken Company (Timken Co), Timken Company (Timken Co)

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