Termination as a Result of Retirement Sample Clauses

Termination as a Result of Retirement. In the event of your termination of employment as a result of your Retirement (which, for the avoidance of doubt and for purposes of this Agreement, is as defined in the Plan), any unvested Units shall vest pro-rata as of the date of your termination due to Retirement based on the following formula: (i) the total number of Units, times (ii) a ratio, the numerator of which is the total number of months of employment from the Grant Date to the end of the month in which the date of termination due to Retirement occurs, and the denominator of which is thirty-six (36), rounded to the nearest whole number; less (iii) the total number of Units in which you have previously vested prior to your date of Retirement. The remaining portion of the unvested Units which are not accelerated for vesting purposes shall be immediately forfeited.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Termination as a Result of Retirement. In the event of your termination of employment prior to the Employment Date as a result of your Retirement (which, for the avoidance of doubt and for purposes of this Agreement, is as defined in the Plan), the unvested Units shall vest pro-rata due to Retirement based on the following formula: (i) the total number of Units that would have vested and been settled in Shares if you had remained continuously employed through the Employment Date, based upon the extent to which the Performance Goals are met, times (ii) a ratio, the numerator of which is the total number of months of employment from the Grant Date to the end of the month in which the date of termination due to Retirement occurs, and the denominator of which is thirty-six (36), rounded to the nearest whole number. Such Units shall vest and be settled in Shares at the same time that Units are vested and settled in Shares for Participants who remain employed through the Employment Date in accordance with Section 3(i) of this Agreement. The remaining Units that are not vested in accordance with this Section 3(d) shall be forfeited.
Sample 1Sample 2Sample 3See All (4)
Termination as a Result of Retirement. Except as otherwise set forth in paragraph 4(h) below, in the event of termination of your Continuous Service Status as a result of your Retirement (as defined below), the vesting of the Restricted Shares shall accelerate such that you shall be vested in (and any forfeiture feature specified in paragraph 4(d) shall lapse) as of the date of your retirement as to that number of Restricted Shares that equals the product of (a) the total number of Restricted Shares first set forth above (under “Number of Shares”) times (b) a ratio the numerator of which is the total number of months of Continuous Service Status you have achieved from the Date of Grant to the end of the month in which the your retirement date occurs and the denominator of which is the total number of months in the vesting schedule as set forth in paragraph 4(c) above. “Retirement” means a termination of Continuous Service Status after you have attained the age (and length of service, if required) at which you are eligible for normal or early retirement under any tax-qualified retirement plan for which you are eligible (whether or not you have elected to participate), or under the Company’s retirement policies applicable to senior management or directors of the Company.
Sample 1Sample 2
Termination as a Result of Retirement. If your employment or service with the Company terminates on or after the date you have both attained age sixty (60) and completed ten (10) years of service with the Company and its Affiliates (“Retirement”), at a time when your employment or service could not otherwise have been terminated for Cause, then you may exercise this Option until the Expiration Date.
Sample 1Sample 2
Termination as a Result of Retirement. Notwithstanding the foregoing or the terms of any equity award agreement to the contrary, if the Employee’s service with the Company terminates as a result of the Employee’s “Retirement,” any equity award granted thereunder will continue to become vested and payable as if the Employee’s service with the Company had not terminated upon such Retirement. For this purpose, “Retirement” shall mean the Employee’s termination of service upon the attainment of age 65, provided that the Employee give the Company at least six (6) months’ prior written notice of such termination.
Sample 1
Termination as a Result of Retirement. In the event of your termination of employment as a result of your Retirement (which for purposes of this Agreement is as defined in Section 2(vv) of the Plan), any unvested Units shall vest pro-rata as of the date of your termination due to Retirement based on the following formula: (i) the total number of Units, times (ii) a ratio, the numerator of which is the total number of months of employment from [the Grant Date of the Award] to the end of the month in which the date of termination due to Retirement occurs, and the denominator of which is [total number of months of vesting required for a fully-vested Award], rounded to the nearest whole number; less (iii) the total number of Units in which you have previously vested prior to your date of Retirement. The remaining portion of the unvested Units which are not accelerated for vesting purposes shall be immediately forfeited.
Sample 1
Termination as a Result of Retirement. Following a termination of employment by reason of your Retirement, the unvested portion of your Award will immediately vest in full and become exercisable, and you will be entitled to exercise the Award at any time prior to the Expiration Date (provided, however, that in the event the Award is exercised more than three months after the date of Retirement, the Award shall not be treated as an incentive stock option under Section 422 of the Code).”
Sample 1
AutoNDA by SimpleDocs
Termination as a Result of Retirement. In the event of your termination of employment prior to the Vesting Date as a result of your Retirement (which, for the avoidance of doubt and for purposes of this Agreement, is as defined in Section 2(vv) of the Plan), the unvested Units shall vest pro-rata as of the date of your termination due to Retirement based on the following formula: (i) the total number of Units that would have vested and been settled in Shares if you had remained continuously employed through the Vesting Date, based upon the extent to which the Performance Goals are met, times (ii) a ratio, the numerator of which is the total number of months of employment from the Grant Date to the end of the month in which the date of termination due to Retirement occurs, and the denominator of which is thirty-six (36), rounded to the nearest whole number. Such vested Units shall be settled in Shares at the same time that vested Units are settled in Shares for Participants who remain employed through the Vesting Date in accordance with Section 3(i) of this Agreement. The remaining Units that are not vested in accordance with this Section 3(d) shall be forfeited.
Sample 1
Termination as a Result of Retirement. Except as otherwise set forth in paragraph 4(g) below, in the event of termination of your Continuous Service Status as a result of your Retirement (as defined below), the vesting of the Units shall accelerate such that you shall be vested in (and any forfeiture feature specified in paragraph 4(c) shall lapse) as of the date of your retirement as to the total number of Units first set forth above (under “Number of Shares”) that equals the product of (a) the total number of Units times (b) a ratio the numerator of which is the total number of months of Continuous Service Status you achieved from the Date of Grant to the end of the month in which the your retirement date occurs and the denominator of which is the total number of months in the vesting schedule as set forth in paragraph 4(a) above. “Retirement” means a termination of your Continuous Service Status after you have attained the age (and length of service, if required) at which you are eligible for normal or early retirement under any tax-qualified retirement plan for which you are eligible (whether or not you have elected to participate), or under the Company’s retirement policies applicable to senior management or directors of the Company.
Sample 1

Related to Termination as a Result of Retirement

  • Termination Due to Retirement Subject to Section 7 below, in the event of Termination due to Retirement, then (regardless of any subsequent death of the Employee) the Option will continue to vest pursuant to Section 3, and the last date on which the Option may be exercised is the day prior to the Expiration Date.

  • Termination on Death or Disability If the employment of the Executive is terminated due to the Executive’s death or Disability, the Company shall have no further liability or further obligation to the Executive except that the Company shall pay or provide to the Executive (or, if applicable, the Executive’s estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his death) the following compensation and benefits: (i) The Accrued Obligations, at the times provided and subject to the conditions set forth in Section 8(a)(i) above; (ii) An amount equal to the Cash Bonus at the Target Percentage for which the Executive is eligible for the year in which the Executive’s death or Disability occurs, prorated for the portion of such year during which the Executive was employed by the Company prior to the Executive’s death or termination of employment due to Disability (less any payments in respect of such Cash Bonus related to that performance year received by the Executive during such year), such amount to be paid within thirty (30) days after the Executive’s death or such termination of employment due to Disability; (iii) Any and all outstanding Unvested Shares shall immediately vest and any restrictions thereon shall immediately lapse upon the Executive’s death or termination of employment due to Disability (the acceleration of any other equity incentives granted to the Executive under any equity incentive plan of the Guarantor in connection with the termination of the Executive’s employment due to death or Disability shall be governed by the applicable plan and related grant documents); and (iv) If the Executive is eligible for and elects to receive continued coverage under the Company’s medical and health benefits plan(s) in accordance with the provisions of COBRA for the Executive and, if applicable, the Executive’s eligible dependents, or if the Executive’s eligible dependents are eligible for such continued coverage due to the Executive’s death, then the Company shall reimburse the Executive or such dependents for a period of eighteen (18) months following the Executive’s termination of employment due to death or Disability (or, if less, for the period that the Executive or any such dependent is eligible for such COBRA continuation coverage) for the excess of (A) the amount that the Executive or any such dependent is required to pay monthly to maintain such continued coverage under COBRA, over (B) the amount that the Executive would have paid monthly to participate in the Company’s group health benefits plan(s) had the Executive continued to be an employee of the Company.

  • TERMINATION FOR DISABILITY OR DEATH (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

  • Termination of Service (a) If, prior to the Expiration Date, the Participant’s Service with the Company shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of Termination. (b) If the Participant’s Service with the Company shall cease prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disability. (c) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.

  • Termination of Service for Cause Upon a termination of the Participant’s Service by the Company for Cause the Option, including the Vested Portion, shall immediately terminate and be forfeited without consideration.

  • TERMINATION UPON RETIREMENT Termination of Executive’s employment based on “

  • Termination by Death or Disability In the event of the Executive’s death or total disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) during the Term, the Term and Executive’s employment shall terminate on the date of death or total disability. In the event of such termination, the Company’s sole obligations hereunder to the Executive (or the Executive’s estate) shall be for unpaid Base Salary, accrued but unpaid bonus and benefits (then owed or accrued and owed in the future), a pro-rata bonus for the year of termination based on the Executive’s target bonus for such year and the portion of such year in which the Executive was employed, and reimbursement of expenses pursuant to the terms hereon through the effective date of termination, each of which shall be paid within 10 days following the date of the Executive’s termination, and any unvested portion of any Equity Grants shall immediately be forfeited as of the termination date without any further action of the Parties.

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Termination Upon a Change in Control If Executive’s employment with the Employer is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Employer shall provide Executive the following benefits: (i) On the sixtieth (60th) day following the Termination Date, the Employer shall pay Executive a lump sum payment in an amount equal to the Severance Amount. (ii) Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 4(e).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!