Termination by the Company without Cause or by the Participant for Good Reason. In the event of a termination of Continuous Service (x) by the Company without Cause (excluding due to death or Disability) or (y) by the Participant for Good Reason, in each case, subject to the Participant’s continued compliance with any noncompetition or nonsolicitation covenant and material compliance with any other restrictive covenant by which the Participant may be bound, then all Time-Vested Performance Stock Units as of the date of such termination shall remain outstanding until the End Date and eligible to performance vest and become Fully-Vested Performance Stock Units, if not already, in accordance with Section 3(b), in each case, subject to the Release Requirement, the next tranche of Performance Stock Units that would have become Time-Vested Performance Stock Units had the Participant remained in Continuous Service through the next Time Vesting Date shall time vest, and, together with all Time-Vested Performance Stock Units outstanding as of the date of such termination, shall remain outstanding until the End Date and eligible to performance vest and become Fully-Vested Performance Stock Units, if not already, in accordance with Section 3(b). All Performance Stock Units that are not Time-Vested Performance Stock Units following the acceleration of vesting contemplated by this Section 3(e)(iv) shall be forfeited and cancelled without consideration.
Termination by the Company without Cause or by the Participant for Good Reason. In the event of the Participant’s Termination by the Company without Cause (other than by reason of death or Disability) or by the Participant for Good Reason, the vested portion of the SAR shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the SAR pursuant to Section 3(d) hereof; provided that in the event of the Participant’s qualifying Termination pursuant to the circumstances described in Section 3(b) hereof, the vested portion of the SAR shall remain exercisable until the earlier of (x) one hundred twenty (120) days from the date of such Termination, and (y) the expiration of the stated term of the SAR pursuant to Section 3(d) hereof.
Termination by the Company without Cause or by the Participant for Good Reason. If the Participant’s employment is terminated by the Company under Section 6(d) or 6(f) of the Employment Agreement or the Participant resigns and terminates the Participant’s employment under Section 6(d) or 6(f) of the Employment Agreement, then all unvested Shares of Restricted Stock shall vest immediately as of the date of such termination.
Termination by the Company without Cause or by the Participant for Good Reason. In the event of a termination of Continuous Service (x) by the Company without Cause (excluding due to death or Disability) or (y) by the Participant for Good Reason, all vested Restricted Shares shall remain outstanding and, in each case, subject to the Release Requirement, all unvested Restricted Shares shall vest, and, for the avoidance of doubt, together with all vested Restricted Shares outstanding as of the termination date, shall remain outstanding.
Termination by the Company without Cause or by the Participant for Good Reason. In the event of a termination of Continuous Service (x) by the Company without Cause (excluding due to death or Disability) or (y) by the Participant for Good Reason, all vested Restricted Stock Units shall remain outstanding until settled in accordance with Section 4 and, in each case, subject to the Release Requirement, all unvested Restricted Stock Units shall vest, and, together with all vested Restricted Stock Units outstanding as of the date of such termination, shall remain outstanding until settled in accordance with Section 4.
Termination by the Company without Cause or by the Participant for Good Reason. In the event that the Participant’s employment with the Company is terminated by the Company without Cause or by the Participant for Good Reason, this option shall be exercisable to the extent set forth in Section 2 until the Final Exercise Date.
Termination by the Company without Cause or by the Participant for Good Reason. If the Participant incurs a Termination either by the Company without Cause (other than due to the Participant’s death or Disability) or by the Participant for Good Reason, the following shall apply:
(i) If such Termination occurs at any time during the Performance Period, then the number of PRSUs earned, if any, shall be determined by multiplying (x) the number of PRSUs that would otherwise have been earned based on actual performance as of the end of the Performance Period as if the Participant had otherwise remained employed during the Performance Period, by (y) a fraction, the numerator of which is the number of days of the Performance Period preceding the date of Termination and the denominator of which is 1095. One hundred percent (100%) of the number of any PRSUs so earned shall become fully vested on the last day of the Performance Period; or
(ii) If such Termination occurs at any time following the end of the Performance Period and prior to the fifth anniversary of the Grant Date, the unvested portion of any PRSUs earned shall vest pursuant to the vesting schedule set forth in Section 3(a)(ii) hereof as if the Participant had otherwise remained employed through the applicable vesting dates. For the avoidance of doubt, all references to a Termination by the Company “without Cause” in this Agreement shall include any Termination due to the expiration of the employment term under the Participant’s Employment Agreement (as defined below) following notice of nonrenewal thereof by the Company.
Termination by the Company without Cause or by the Participant for Good Reason. In the event that the Participant’s service is terminated by the Company and its Affiliates without Cause, or if the Participant terminates service for Good Reason, the Option shall upon such termination of service become fully vested in its entirety (to the extent not previously vested).
Termination by the Company without Cause or by the Participant for Good Reason. If the Participant’s Continuous Service terminates during the Performance Period due to a termination by the Company without Cause or by the Participant for Good Reason, the Participant shall immediately, as of the date of termination of Continuous Service, vest in a prorated portion of (i) if the termination occurs during the first [ ] fiscal years of the Performance Period, the Target Award, and (ii) if the termination occurs after the [ ] fiscal year, but before completion of the Performance Period, the greater of the Target Award and the percentage of the Target Award that would vest determined based on[ ] over the first [ ] years of the Performance Period. The amount determined pursuant to (i) or (ii) above, as the case may be, shall be prorated by multiplying such amount by a fraction, the numerator of which is the number of days in the Performance Period that have lapsed through the date of termination and the denominator of which is the total number of days in the Performance Period.
Termination by the Company without Cause or by the Participant for Good Reason. In the event of the Participant’s Termination by the Company without Cause or by the Participant for Good Reason, the Option shall become fully vested. For purposes herein, Good Reason shall (a) have the same meaning ascribed to such term in any employment or severance agreement then in effect between the Participant and the Company or one of its Subsidiaries or, if no such agreement containing a definition of “Good Reason” is then in effect, (b) mean resignation after the occurrence of one or more of the following events without the Participant’s consent: (i) the Company’s or its Subsidiaries material breach of any written employment agreement or this Agreement that results in a material and adverse change to the Participant’s rights under the employment agreement or this Agreement, respectively, (ii) a material diminution in the responsibilities or authority of the Participant, (iii) a reduction in the Participant’s annual base salary or annual bonus opportunities or (iv) relocation of the Participant’s primary office location by more than 30 miles; provided that no termination pursuant to paragraph (b) above shall be deemed a termination by the Participant for “Good Reason” unless (A) the Participant shall have delivered written notice to the Company (or if applicable, its Subsidiary) specifying the purported Good Reason event within thirty (30) days of its occurrence, (B) the Company (or if applicable, its Subsidiary) fails to cure such circumstances within thirty (30) days of receipt of such notice and (C) the Participant resigns within ten (10) days of the Company’s (or if applicable, its Subsidiary’s) failure to cure.
