Special Vesting Provisions. Notwithstanding anything to the contrary in Section 1.2 or the Vesting Schedule, the Performance Shares shall continue to vest, or vest on an accelerated basis, in the event of Participant’s Termination of Service prior to the last day of the Performance Period under the following circumstances:
(a) If Participant’s Termination of Service occurs prior to the last day of the Performance Period by reason of [a Qualifying Termination][Participant’s Retirement], the Performance Shares shall remain eligible to vest in accordance with the Vesting Schedule as if Participant had not incurred a Termination of Service, subject to [(i) Participant’s timely execution and non-revocation of a general release of claims against the Company and its Affiliates (excluding any rights Participant may have to indemnification or coverage under the Company’s directors’ and officers’ liability insurance policy) in a form prescribed by the Company in its sole discretion and (ii)] accelerated vesting pursuant to clause (c) of this Section 1.3; provided, however, that the Target Number of Performance Shares shall be adjusted, effective as of Participant’s Termination of Service, as follows:
(i) If Participant was appointed to the Executive Conference on or after January 1, 2006 and on or before December 31, 2017, the Target Number of Performance Shares shall be adjusted to equal the product of (A) the Target Number of Performance Shares, as in effect immediately prior to Participant’s Termination of Service, and (B) a fraction, the numerator of which equals the number of whole calendar months Participant provided services to the Company or any Subsidiary during the Performance Period and the denominator of which equals the total number of months in the Performance Period; or
(ii) If Participant was appointed to the Executive Conference before January 1, 2006 or after December 31, 2017, the Target Number of Performance Shares shall be adjusted to equal the product of (A) the Target Number of Performance Shares, as in effect immediately prior to Participant’s Termination of Service, and (B) a fraction, the numerator of which equals the number of consecutive three-month periods Participant provided services to the Company or any Subsidiary during the first twelve months of the Performance Period and the denominator of which equals four. [Notwithstanding the foregoing, if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in Participa...
Special Vesting Provisions. [Note: Any special vesting provision specified under Election 36(d) must be definitely determinable. If the Plan is not subject to ERISA, the vesting schedule must be at least as rapid as a 15-year cliff (or a 20-year cliff for a group of Employees limited to qualified public safety employees defined in Code §72(t)(10)(B)) or a 5 to 20 year graded vesting schedule. If the Plan is an ERISA Plan, the vesting schedule must be at least as rapid at each point in the schedule as a 6-year graded or 3-year cliff.]
Special Vesting Provisions. Notwithstanding the foregoing, in the event that Optionee's employment with the Company terminates on account of (i) death; (ii) Disability; or (iii) termination of Optionee's Employment Agreement with the Company, dated July 29, 1997 (the "Employment Agreement") by the Company without Cause or by Optionee with Good Reason, Optionee shall have the right to purchase all of the shares purchasable under the Option in accordance with Section 4. Furthermore, in the event that the Company incurs a Change of Control, Optionee shall have the right to purchase all of the shares purchasable under the Option. Employment by a parent or subsidiary of the Company shall be deemed to be employment by the Company. The definitions in the Employment Agreement apply for purposes of this Section 3.2.
Special Vesting Provisions. Notwithstanding anything to the contrary in Section 1.2 or the Vesting Schedule, the RSUs shall continue to vest, or vest on an accelerated basis, under the following circumstances (provided that none of the following events shall constitute the “Scheduled Vesting Date” for purposes of this Agreement):
(a) [If Participant’s Termination of Service occurs by reason of Participant’s Retirement, the RSUs shall remain eligible to vest on the Scheduled Vesting Date as if Participant had not incurred a Termination of Service, subject to accelerated vesting pursuant to Section 1.3(b) and Section 1.5. Notwithstanding the preceding sentence, if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in Participant’s jurisdiction that likely would result in the favorable Retirement treatment that otherwise would apply to the RSUs pursuant to this Section 1.3(a) being deemed unlawful and/or discriminatory, then the Company will not apply this favorable Retirement treatment at the time of Participant’s Termination of Service and the RSUs will be treated as they would under the rules that otherwise would have applied if Participant’s Termination of Service did not qualify as a Retirement.]
(b) If Participant’s Termination of Service occurs by reason of death or Disability or Participant dies[ or incurs a Disability following the date of Participant’s Termination of Service by reason of Retirement], the RSUs shall fully vest as of the date of death or Disability, as applicable.
Special Vesting Provisions. Notwithstanding anything to the contrary in Section 2.1:
Special Vesting Provisions. Notwithstanding the foregoing, in the event that Optionee's employment with the Company terminates on account of (i) death;
Special Vesting Provisions. You may be eligible to become 100% vested in your stock option grant if: • At least 6 months have passed since the grant date and • The closing price of Xxx Radio stock reaches 140% of your exercise price ($xx.xx) at any time after the 6 month period and • The closing price remains at or above $xx.xx for 10 consecutive trading days.
Special Vesting Provisions. [Note: Any special vesting provision must satisfy Code §411(a). Any special vesting provision must be definitely determinable, not discriminate in favor of Highly Compensated Employees and not violate Code §401(a)(4).]
Special Vesting Provisions. Notwithstanding the foregoing, in the event that Optionee's employment with the Company terminates on account of (i) death; (ii) Disability; or (iii) termination of the Employment Agreement by the Company without Cause or by Optionee with Good Reason, Optionee shall have the right to purchase all of the shares purchasable under the Option in accordance with Section 4. Furthermore, in the event that the Company incurs a Change of Control, Optionee shall have the right to purchase all of the shares purchasable under the Option. Employment by a parent or subsidiary of the Company shall be deemed to be employment by the Company. The definitions in the Employment Agreement apply for purposes of this Section 3.2.
Special Vesting Provisions. (a) Notwithstanding anything to the contrary in Section 3 above, if a Participant dies or suffers a Disability during the vesting period described in Section 3 above while in Service, the unvested portion of this Option held by such Participant or any Transferee thereof shall automatically vest on the date of death or Disability.
(b) Notwithstanding anything to the contrary in Section 3 above, the vesting period described in Section 3 above will be suspended during the pendency of any bona fide leave of absence approved by the Company and the vesting period will be increased by the length of time of such leave of absence. Notwithstanding the foregoing or anything in the Plan to the contrary, if this Option would, by the operation of this paragraph, vest after the tenth anniversary of its original Date of Grant, then this Option shall terminate on the tenth anniversary of its original Date of Grant and in no event shall a Participant or Transferee be permitted to exercise this Option after the tenth anniversary of the original Date of Grant. This paragraph shall have no effect on this Option, or portions hereof, which, by its terms, is vested prior to the first day of an Employee’s leave of absence.
(c) If a Change in Control occurs, the unvested portion of this Option will become fully vested on the closing date of the Change in Control, if the Participant has remained in Service continuously until that date.
