Retirement by the Executive. In the event of Executive’s Retirement in accordance with Section 4.7, then (i) EDGEN shall have no further obligations hereunder after the Expiration Date other than payment to the Executive of the Accrued Obligations and (ii) provided that the Executive executes and delivers to EDGEN the Release and the Release becomes irrevocable within 60 days following the Termination Date, all unvested Equity Awards held by Executive on the Termination Date shall become immediately vested (for performance-based awards, vesting shall be subject to satisfaction of any applicable performance criteria, as determined in accordance with the applicable plan).
Retirement by the Executive. (a) During the Term, the Executive shall have the right to retire from his employment with the Company following the Executive’s 65th birthday, provided that the Executive (i) provides at least six (6) months advance written notice to the Company of the Executive’s intent to retire, (ii) remains employed through the date his successor assumes his role (for the avoidance of doubt, even if such date is more than six (6) months after the Executive provides notice to the Company of his intent to retire), (iii) properly transitions his duties to his successor, as reasonably determined by the Board in its discretion, and (iv) remains available to provide reasonable consulting services to the Company from time to time for six (6) months following the Termination Date, as requested by the Board (a termination of employment meeting all of the foregoing requirements set forth in (i)-(iv), a “Retirement”). The Board may waive any or all of the foregoing requirements, in whole or in part. Further, the Board may require the Executive to enter into a separate consulting agreement with respect to the obligations described in clause (iv) above at the time of the Executive’s termination as a condition of Retirement.
(b) If the Executive’s employment terminates due to Retirement, then neither party shall have any rights or obligations under Article 1, Article 2, Article 3, Article 4 or Article 5, provided that, conditioned upon the Executive signing and not revoking a Release (i) the Executive shall be entitled to receive all the benefits that the Executive would have received if the Executive terminated his employment for Good Reason, as described in Section 6.2(b).
Retirement by the Executive. The Executive may choose to retire from the Bank at any time upon thirty (30) days’ prior written notice to the Bank;
Retirement by the Executive. During the Term of this Agreement and any Renewal Term, the Executive may, on his own initiative, elect to retire by giving the Company not less than ninety (90) days prior written notice of the effective date of his retirement. Any such retirement shall not be deemed to be a breach by the Executive of this Agreement. In such event, the Executive shall be entitled to receive:
(1) Base Salary through the date of retirement;
(2) Any pro rata annual bonus for the year in which the Executive’s retirement occurs, based, at a minimum, on the Target Bonus (as defined in any Incentive Compensation Plan maintained by the Company at that time) but calculated as provided for in the Plan and subject to and payable in accordance with the Plan and the customary practices of the Company for other executives;
(3) The balance of any annual or long-term cash incentive awards, if any, earned but not yet paid pursuant to any Long Term Incentive Compensation Plan maintained by the Company in which the Executive participated at the time of retirement, payable in accordance with the Plan and the customary practices of the Company for other executives;
(4) All outstanding restricted stock, stock option or other equity based award at the time of retirement shall be governed by the applicable plan or agreement maintained by the Company;
(5) All accrued vacation or PTO pay due to the Executive;
(6) All benefits due under and subject to the Supplemental Retirement Plan maintained by the Company; and
(7) Any other benefits or payments due to retirees under and subject to applicable plans or programs maintained by the Company in which the Executive participated at the time of his retirement.
Retirement by the Executive. (a) The Executive may resign, and thereby terminate the Executive’s employment (and the Employment Period), due to a “Retirement” (as defined in Section 4.5(e) hereof).
(b) In the event the Executive’s employment is terminated pursuant to Section 4.5(a) prior to December 31, 2020, then, subject to Section 4.3(e) hereof, the following provisions shall apply:
(i) The Executive shall receive 24 months of service credit with respect to any Existing Options. The Executive shall have two (2) years after the date of the termination to exercise vested Existing Options, provided that in no event shall any options be exercisable after the expiration of the term of such options.
(ii) Any Existing Restricted Stock shall, as of the date of such termination, immediately vest with respect to the lesser of (x) 50% of the total number of shares subject to the applicable restricted stock agreement and (y) all of the restricted stock subject to the applicable restricted stock agreement as of the date of such termination.
(c) In the event the Executive’s employment is terminated pursuant to Section 4.5(a) on or after December 31, 2020 but prior to December 31, 2022, then subject to Section 4.3(e) hereof, the following provisions shall apply:
(i) The Company shall continue to pay the Executive Base Salary (at the Base Salary rate on the date of termination) for a period of 12 months after the date of termination, with all such amounts payable in accordance with the Company’s normal payroll practices and procedures in the same manner and at the same time as though the Executive remained employed by the Company.
(ii) Any Existing Options shall, as of the date of such termination, immediately vest. The Executive shall have two (2) years after the date of the termination to exercise vested Existing Options, provided that in no event shall any options be exercisable after the expiration of the term of such options.
(iii) Any Existing Restricted Stock shall, as of the date of such termination, immediately vest. Notwithstanding the foregoing, no portion of the restricted stock granted pursuant to the Restricted Stock Agreements between Executive and the Company dated May 25, 2017 and December 8, 2017, respectively, shall accelerate pursuant to this Section 4.5(c)(iii).
(d) In the event the Executive’s employment is terminated pursuant to Section 4.5(a) on or after December 31, 2022, then subject to Section 4.3(e) hereof, the following provisions shall apply:
(i) The Company shall con...
Retirement by the Executive. Article III of the Employment Agreement is amended by the addition of the following new Section 3.1.5 (and former Section 3.1.5 and Section 3.1.6 are renumbered as Section 3.1.6 and Section 3.1.7, respectively):
Retirement by the Executive. The Executive may voluntarily terminate his employment at any time without Good Reason prior to his Eligible Retirement Date (as defined below), and the terms of Section 3.2.2 shall apply. The Executive may voluntarily terminate his employment without Good Reason due to retirement on or after his Eligible Retirement Date, and the terms of Section 3.2.3 shall apply in lieu of the terms of Section 3.2.2. The term “Eligible Retirement Date” shall mean the earlier of: (i) January 1, 2012, or (ii) the expiration of the Transition Period (as defined in Section 3.5.1 below) in the event that the Board appoints a successor Chief Executive Officer with an effective appointment date prior to January 1, 2012 (other than under circumstances that the successor is appointed following the termination of the Executive’s employment for Cause).
Retirement by the Executive. (1) The Executive has elected to retire as an employee and officer of the Company and any of its subsidiaries or affiliates as of the Retirement Date.
(2) The Executive shall continue as the non-executive Chairman of the Board of Directors (the "Board") until August 31, 2000, or such earlier date on which the Executive may resign as Chairman of the Board.
Retirement by the Executive. (a) The Executive may resign, and thereby terminate the Executive’s employment (and the Employment Period), due to a “Retirement” (as defined in Section 4.5(c) hereof).
(b) In the event the Executive’s employment is terminated pursuant to this Section 4.5(a), then, subject to Section 4.3(e) hereof, the Company shall pay to the Executive or the Executive shall receive, as applicable, the payments and benefits provided in Section 4.3(c)(iii)-(iv) hereof.
(c) For purposes of this Agreement, “Retirement” shall mean that Executive (i) experiences a separation from service (within the meaning of Section 409A of the Code and the regulations thereunder) from the Company, which is (A) after the Initial Term and (B) other than a termination pursuant to Sections 4.2, 4.3 or 4.4(a) hereof, (ii) provides at least 180 days’ prior written notice to the Company of his intention to retire pursuant to Section 4.5(a) and (iii) represents in such notice that he does not intend to engage in full-time employment for any Person following such separation from service.
Retirement by the Executive. There are no provisions for accelerated vesting of All Options; however, the Board has the ability to grant accelerated vesting, in the Board's sole discretion, if circumstances warrant.
