Termination by the Company Not For Cause. In the event of your Termination Not for Cause (as defined in Section 6(f)) by the Company or a subsidiary or affiliate and not during the Protected Period following a Change in Control, prior to vesting of Performance Share Units, you will be deemed vested in a prorated portion of the Performance Share Units granted, provided that you have been employed by the Company or a subsidiary of the Company for at least one year following the Award Date; provided, however, that if you are not eligible for Retirement, and you are employed in the United States or Puerto Rico at the time of your Termination Not for Cause, you shall be entitled to the pro rata vesting described in this Section 6(b) only if you execute and do not revoke a release in favor of the Company and its predecessors, successors, affiliates, subsidiaries, directors and employees in a form satisfactory to the Company; if you revoke or fail to execute the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any Performance Share Units that are unvested as of the date your employment terminates. Any Performance Share Units deemed vested under this Section 6(b) shall be settled at the earlier of (i) the date such Performance Share Units would have settled if you had continued to be employed by the Company or a subsidiary or affiliate, (ii) in the event of a Change in Control meeting the conditions of Section 6(e)(ii), within 60 days following the date at which the Committee determines (which determination shall be made within 15 days after the Change in Control) the extent to which such Performance Share Units have been deemed vested (subject to Section 6(e) below and Plan Section 11(k)), where the achievement of the Performance Goals shall be determined in accordance with Plan Section 9(a)(ii), or (iii) in the event of your death, within 60 days following the later of (x) your death, or (y) the date upon which the Committee determines the extent to which such Performance Share Units have been deemed vested in accordance with Section 4 (in each case, subject to Section 6(e) below and Plan Section 11(k)). Following such Termination Not for Cause, any Performance Share Units that have not been vested and which thereafter will not be deemed vested under this Section 6(b) will be canceled and forfeited.
Termination by the Company Not For Cause. In the event of termination of Employment of the Employee by reason of an involuntary termination by the Company and its subsidiaries not for Cause occurring after the date hereof, but before the end of the Performance Period and before the occurrence of a Change in Control of the Company (as defined below), the portion of the Performance Share Award that will vest is calculated by dividing the number of days from January 1, 2016 until the date of the termination of Employment by reason of an involuntary termination not for Cause, by the total number of days in the Performance Period, multiplied by the number of Unit Delivered Shares and Deferred Dividend Shares in respect of each Performance Share Unit, if any, earned on the basis of actual achievement level of the Performance Criteria in the Performance Unit Plan Schedule. Any former Employee, upon termination of Employment not for Cause under this Section 2(e), will continue to hold the vested portion of the Performance Share Award, subject to the restrictions and all terms and conditions of this Agreement, until delivery of Shares pursuant to Section 2(c) or 2(f).
Termination by the Company Not For Cause. If such termination is the result of termination by the Company or its subsidiaries and such termination is not for Cause, then the Company may purchase all or any portion of the Shares held by such Management Call Group at a per Share price equal to the Fair Market Value of such Shares on the Management Call Notice Date.
Termination by the Company Not For Cause. If the Executive’s employment is terminated by the Combined Group and its Affiliates other than for Cause (as defined below) (and other than by reason of Disability or pursuant to Section 3(f) below), then the Executive shall be deemed to have vested on the date of termination in a number of MTE RSUs equal to the product of (i) the number of MTE RSUs granted multiplied by (ii) a fraction, the numerator of which is the number of days elapsed during the period commencing on the Grant Date through and including the date of termination, and the denominator of which is 730, rounded down to the nearest whole MTE RSU, and the remaining unvested portion of the MTE RSUs shall terminate on the date of termination of employment or service. These MTE RSUs shall vest in accordance with the schedule set forth in Section 2(a) and shall be settled in accordance with Section 2(b) (without regard to the requirement that Executive remain employed by a member of the Combined Group or an Affiliate)..
Termination by the Company Not For Cause. In the event of Employee’s Termination of Employment by the Company not for Cause (as defined below) and provided Employee signs a standard release of liability in connection with Employee’s Termination, any then unvested RSUs not previously forfeited will not be forfeited due to such Termination, and such RSUs will be or become vested in full if and at such time as the performance goal specified on the Cover Page hereof has been achieved for any year in the specified performance period (including any such year prior to the Termination), and such vested RSUs, together with any then-outstanding RSUs that previously became vested and non-forfeitable, will be settled at the end of the Mandatory Restriction Period as provided on the Cover Page hereof (subject to accelerated settlement under Section 4(a) or 4(d)). The Company will supply to Employee a form of such release agreement not later than the date of Employee’s termination, which must be returned within the time period required by law and must not be revoked by Employee within any applicable revocation period such that the release becomes legally effective (if no time period is specified by law, the return period shall be 14 days after receipt of the release but not earlier than the date of Termination). The Company, in determining the time of settlement under this Section 4(b), will not be influenced by Employee or the timing of any action by Employee including execution of such a release agreement and expiration of any revocation period. In particular, the Company retains discretion to deposit shares hereunder in escrow at any time during such fixed period, so that such deposited amount is constructively received and taxable income to Employee upon deposit but with distribution from such escrow remaining subject to Employee’s execution and non-revocation of such release agreement. If Employee has an Employment Agreement providing for payment of severance in the event of Termination for “Good Reason” as defined in such Employment Agreement, then for purposes of this Agreement a termination by Employee for Good Reason shall be treated as a Termination by the Company not for Cause and not as a voluntary termination by Employee.
Termination by the Company Not For Cause. If the Executive’s employment is terminated by the Combined Group and its Affiliates other than for Cause (as defined below) (and other than by reason of Disability or pursuant to Section 3(f) below), then the Executive shall be deemed to have vested on the date of termination in a number of MTE RSUs equal to the product of (i) the number of MTE RSUs granted multiplied by (ii) a fraction, the numerator of which is the number of days elapsed during the period commencing on the Grant Date through and including the date of termination, and the denominator of which is 1,096, rounded down to the nearest whole MTE RSU, and the remaining unvested portion of the MTE RSUs shall terminate on the date of termination of employment or service. These MTE RSUs shall vest in accordance with the schedule set forth in Section 2(a) and shall be settled in accordance with Section 2(b) (without regard to the requirement that Executive remain employed by a member of the Combined Group or an Affiliate); provided, that all unreleased MTE RSUs and all rights under this Agreement shall be forfeited upon Executive’s violation of the provisions of Section 4 (Non-competition) or Section 5 (Non-disclosure) of this Agreement.
Termination by the Company Not For Cause. In the event Grantee is terminated by the Company without cause (as determined by the Company) during the course of the Performance Period but at least one year into the Performance Period, the Units shall be prorated by a factor equal to the quotient of each full month of Continuous Service from the Grant Date to the date of such termination, divided by the number of total months in the Performance Period, and all relevant performance goals will be deemed to have been achieved at the “Target” level.
Termination by the Company Not For Cause. The Company may terminate the Executive for reasons other than those enumerated in Section A above. In such event, Executive shall receive (i) the unpaid portion, if any, of the Base Salary computed on a pro-rata basis to the date of termination of employment, (ii) any unpaid accrued benefits owed to Executive in effect for Executive at the time. Executive shall also be entitled to receive the severance benefits set forth in Section C below provided that Executive has executed a release and severance agreement satisfactory to the Company. Such payments shall constitute the full damages to which Executive is entitled. Executive agrees that he shall not be entitled to any other remedy at law or in equity, including but not limited to general, special, punitive or exemplary damages and/or injunctive relief.
Termination by the Company Not For Cause. Notwithstanding any other provision of this Agreement to the contrary, upon the expiration of the Initial Term and upon 180 days’ prior written notice to the Manager (the “Termination Notice”), the Company may, without Cause terminate this Agreement (a “Termination Without Cause”). In connection with any Termination Without Cause, the Manager shall cooperate with the Company in executing an orderly transition of the management of the Company’s assets to a new manager.
Termination by the Company Not For Cause. In the event of termination of the employment of Xxxxxxx by the Company during the period of employment for any reason other than for cause, as defined in paragraph 6(a), death or disability, the Company shall:
(i) pay Xxxxxxx a severance allowance in the amount of 2.99 times the greater of
(A) his then-current base salary plus short-term and long-term target bonus ("Target Bonus"), or
(B) the amount payable in base salary plus Target Bonus for calendar year 2000;
(ii) provide a five-year enhancement to his retirement plan, except that no such enhancement shall be provided if the termination occurs after Xxxxxxx has attained the age of 60;
(iii) include the amount of the severance paid as salary for purposes of pension cash balance calculation;
(iv) bear the entire cost of Xxxxxxx'x COBRA family health insurance coverage for one (1) year;
(v) continue his family health insurance thereafter up to age 65 (or any revised age for Medicare eligibility), upon Xxxxxxx'x payment of the retiree premium rate, except for any period during which Xxxxxxx is eligible for coverage, without any exclusions for preexisting conditions, through another employee group plan; and
(vi) continue his existing executive perquisites for a period of three (3) years. Said severance allowance shall be in lieu of all other severance payable to Xxxxxxx under Company severance policies.
