Sale Upon Cessation of Employment Sample Clauses

Sale Upon Cessation of Employment. (a) If a Managementholder ceases to be employed in a full-time capacity by the Operating Company for any reason (including but not limited to the Managementholder's voluntary termination, termination by the Operating Company with or without cause, or the Managementholders' death, permanent disability or retirement) prior to the time the Corporation becomes a Public Company, the Corporation (or, if the Corporation so elects, the Investors) shall purchase, and the Managementholders shall sell, all of the Managementholder's Stock owned by such Managementholder. The Purchase Price payable per share in any sale of Common Stock pursuant to this Section 2.3 shall be equal to Book Value Per Share. (b) If the Corporation effects a public offering of securities of the same class as the Managementholder's Stock purchased pursuant to this Section 2.3 within six months after the closing of such purchase, the purchase price per share shall be increased by an amount equal to the excess, if any, of the public offering price per share pursuant to such public offering (after deduction of any applicable underwriters' commissions or discounts and expenses of such offering on a per share basis) over the Book Value Per Share used in calculating the original purchase price. (c) The purchase price for Managementholder's Stock purchased pursuant to this Section 2.3 shall be paid 100% in cash at the closing of such purchase.
Sample 1
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Sale Upon Cessation of Employment. (a) If a Managementholder ceases to be employed in a full-time capacity by the Operating Company for any reason (including but not limited to the Managementholder's voluntary termination, termination by the Operating Company with or without cause, or the Managementholders' death, permanent disability or retirement) prior to the time the Corporation becomes a Public Company, the Corporation (or, if the Corporation elects not to purchase the Managementholder's Stock, Onex) shall purchase, and the Managementholders shall sell, all of the Managementholder's Stock owned by such Managementholder. The Purchase Price payable per share in any sale of Common Stock pursuant to this Section 2.3 shall be equal to Book Value Per Share. (b) If the Corporation effects a public offering of securities of the same class as the Managementholder's Stock purchased pursuant to this Section 2.3 within six months after the closing of such purchase, the purchase price per share shall be increased by an amount equal to the excess, if any, of the public offering price per share pursuant to such public offering (after deduction of any applicable underwriters' commissions or discounts and expenses of such offering on a per share basis) over the Book Value Per Share used in calculating the original purchase price. (c) The purchase price for Managementholder's Stock purchased pursuant to this Section 2.3 shall be paid 100% in cash at the closing of such purchase. (d) If so required by a selling Managementholder, the Corporation shall deliver a copy of the balance sheet on which the determination of Book Value Per Share was based and, in reasonable detail, a calculation of the purchase price payable to the selling Managementholder. The selling Managementholder, upon request, shall also receive a copy of a letter from the auditors of the Corporation to the effect that they have reviewed the calculation of the purchase price payable, and that nothing has come to their attention that caused them to believe that such calculation was not in accordance with this Agreement. If the Corporation delivers the balance sheet, calculation and letter, the determination of the purchase price payable set forth therein shall be conclusive and binding on all parties. (e) If a Managementholder acquires any Common Stock following the termination of his employment with the Operating Company through the exercise of any option pursuant to the terms of a plan for the benefit of management employees of the Operati...
Sample 1
Sale Upon Cessation of Employment. When the Corporation is a Public Company. Notwithstanding Section 2.3, if a Managementholder ceases to be employed in a fulltime capacity by the Operating Company for any reason (including but not limited to the Managementholder's voluntary termination, termination by the Operating Company, with or without cause, or the Managementholder's death, permanent disability or retirement) after the time the Corporation has become a Public Company, the Managementholder shall be entitled to sell his Managementholder's Stock through the facilities of any securities exchange on which the Common Stock is then listed or quoted on the NASDAQ system or over-the-counter market, provided such sales are made in the normal course and in a manner which complies with applicable securities laws and regulations and stock exchange rules and provided further that no more than one-half of his Managementholder's Stock may be sold prior to the first anniversary of such termination of employment. Notwithstanding the previous sentence, (a) in the event of the death of the Managementholder, his executors or administrators shall not be restricted as to the proportion of his Managementholder's Stock that may be sold during the year following termination of employment, (b) in the event of the termination of his employment by reason of his permanent disability, the Managementholder shall not be restricted as to the proportion of his Managementholder's Stock that may be sold during the year following termination of employment, and (c) in the event of the retirement of the Managementholder, up to 75% of his Managementholder's Stock may be sold during the year following termination of employment.
Sample 1

Related to Sale Upon Cessation of Employment

  • Cessation of Employment In the event Executive shall cease to be employed by the Company for any reason, then Executive's compensation and benefits shall cease on the date of such event, except as otherwise provided herein or in any applicable employee benefit plan or program.

  • Involuntary Termination of Employment If the Executive does not exercise his withdrawal rights pursuant to Subsection 2.2, and the Executive's employment with the Bank is involuntarily terminated for any reason, including a termination due to disability of the Executive but excluding termination for Cause, or termination following a Change in Control within thirty-six (36) months of such Change in Control, within thirty (30) days of such involuntary termination of employment, the Bank shall be required to make an immediate lump sum Contribution to the Executive's Retirement Income Trust Fund in an amount equal to: (i) the full Contribution required for the Plan Year in which such involuntary termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Contributions to the Retirement Income Trust Fund; provided however, that, if necessary, an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Executive with after tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of the Executive's termination) beginning at his Benefit Age, equal in amount to that benefit which would have been payable to the Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.

  • Termination of Employment for Cause If Optionee’s employment with the Bancorp or a subsidiary corporation is terminated for cause, this option shall expire thirty (30) days from the date of such termination. Termination for cause shall include, but not be limited to, termination for malfeasance or gross misfeasance in the performance of duties or conviction of a crime involving moral turpitude, and, in any event, the determination of the Board of Directors with respect thereto shall be final and conclusive.

  • 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 Executive's employment hereunder may be terminated under the following circumstances:

  • Voluntary Termination of Employment If during the Employment Term, Executive terminates his employment under circumstances other than those specified elsewhere in this Section 8, Executive shall be entitled to the payments and benefits specified in Section 8(a).

  • Compensation Upon Termination of Employment If the Executive’s employment hereunder is terminated, in accordance with the provisions of Article III hereof, and except for any other rights or benefits specifically provided for herein to be effective following the Executive’s period of employment, the Company will provide compensation and benefits to the Executive only as follows:

  • Exercise After Termination of Employment (A) Except as the COMMITTEE may at any time provide, if the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY is terminated for any reason other than death or “total disability” (as defined below), the AWARD may be exercised (to the extent that PARTICIPANT was entitled to do so on the date of the termination of PARTICIPANT’s employment) at any time within three months after such termination of employment, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. To the extent PARTICIPANT was not entitled to exercise the AWARD on the date of termination of PARTICIPANT’s employment, such portion of the AWARD shall expire on the date of such termination. (B) If PARTICIPANT becomes totally disabled, the AWARD shall become immediately vested and exercisable in full, and the AWARD may be exercised at any time during the first twelve (12) months that PARTICIPANT receives benefits under the Abercrombie & Fitch Co. Long Term Disability Plan, or any successor plan or program, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. (C) If PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY, the AWARD shall become immediately vested and exercisable in full by PARTICIPANT’s estate or by the person who acquires the right to exercise the AWARD upon PARTICIPANT’s death by bequest or inheritance. The AWARD may be exercised at any time within one year after the date of PARTICIPANT’s death, or such other period as the COMMITTEE may at any time provide, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. (D) For purposes of this AGREEMENT, “total disability” shall have the definition set forth in the Abercrombie & Fitch Co. Long Term Disability Plan, which definition is incorporated herein by reference.

  • Qualifying Termination of Employment A “Qualifying Termination of Employment” shall mean a termination of Executive’s employment during the Protected Period either (a) by the Company other than for Cause or (b) by Executive for a Good Reason. The Executive’s death or Disability during the Protected Period shall not constitute a Qualifying Termination of Employment.

  • Benefits Upon Termination of Employment If the Executive is entitled to benefits pursuant to this Section 2, the Company agrees to pay or provide to the Executive as severance payment, the following: (i) A single lump sum payment, payable in cash within five days of the Termination Date (or if later, the Change of Control Date), equal to the sum of: (A) the accrued portion of any of the Executive's unpaid base salary and vacation through the Termination Date and any unpaid portion of the Executive's bonus for the prior fiscal year; plus (B) a portion of the Executive's bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved; plus (C) an amount equal to the Executive's Base Compensation times the Compensation Multiplier. (ii) Continuation, on the same basis as if the Executive continued to be employed by the Company, of Benefits for the Benefit Period commencing on the Termination Date. The Company's obligation hereunder with respect to the foregoing Benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive than the Benefits required to be provided hereunder. (iii) Outplacement services to be provided by an outplacement organization of national repute, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of the Executive's Base Compensation. (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards. (v) Target amounts that would have accrued under the MagneTek Shareholder Return Plan had the applicable period for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsed.

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