Termination due to Specified Divestiture or Reduction in Force Sample Clauses

Termination due to Specified Divestiture or Reduction in Force. If, prior to the Vesting Date, (A) your Employment terminates as a result of a Specified Divestiture or a Reduction in Force and (B) as of the Date of Termination, you were not eligible for a Qualifying Separation, then you shall (i) become vested in a Pro-Rata Portion of the Option on the Date of Termination and (ii) the remainder of the Option shall be forfeited for no consideration. The Pro-Rata Portion of the Option that vests in accordance with the preceding sentence shall terminate on the earlier of (A) the date that is three (3) months after your Date of Termination or (B) the Expiration Date. For purposes of this Agreement, a “Pro Rata Portion of the Option” means a portion of the Option equal to the result, rounded to the nearest whole number, of (i) the aggregate number of shares subject to the Option, multiplied by (ii) a fraction, the numerator of which is the number of days that elapsed from the Grant Date through and including the Date of Termination and the denominator of which is the total number of days in the Vesting Period.
Sample 1
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Termination due to Specified Divestiture or Reduction in Force. If, prior to the Vesting Date, (A) your Employment terminates as a result of a Specified Divestiture or a Reduction in Force and (B) at the time of such termination of Employment, you were not eligible for a Qualifying Separation, then, subject to the terms and conditions of this Section 2, a Pro-Rata Number of PSUs shall remain outstanding and you shall be eligible to become vested in a number of PSUs (which may be more or less than the Pro Rata Number of PSUs) on the Certification Date in accordance with Section 2(a) of this Agreement, based upon actual achievement relative to the Performance Goals during the Performance Period using the Pro Rata Number of PSUs (and not
Sample 1
Termination due to Specified Divestiture or Reduction in Force. If, prior to the Vesting Date, (A) your Employment terminates as a result of a Specified Divestiture or a Reduction in Force and (B) at the time of such termination of Employment, you were not eligible for a Qualifying Separation, then, subject to the terms and conditions of this Section 2, you shall become vested in a Pro-Rata Number of RSUs on the Vesting Date. For purposes of this Agreement, a “Pro Rata Number of RSUs” means the number of RSUs equal to the result, rounded to the nearest whole number, of (i) the aggregate number of RSUs granted hereunder, multiplied by (ii) a fraction, the numerator of which is the number of days that elapsed from the Grant Date through and including the Date of Termination and the denominator of which is the total number of days in the Vesting Period.
Sample 1
Termination due to Specified Divestiture or Reduction in Force. If, prior to the Scheduled Vesting Date, (A) your Employment terminates as a result of a Specified Divestiture or a Reduction in Force and (B) at the time of such termination of Employment, the conditions set forth in Section 2(c)(iv) (Qualifying Separation) are not satisfied with respect to the PSUs, then, a Pro Rata Number of PSUs shall remain outstanding and you shall be eligible to become vested in a number of PSUs (which may be more or less than the Pro Rata Number of PSUs) on the Certification Date in accordance with Section 2(a), based upon actual achievement relative to the Performance Goals during the Performance Period using the Pro Rata Number of PSUs (and not the Target Number of PSUs) as a base. For purposes of this Agreement, a “Pro Rata Number of PSUs” means the number of PSUs equal to the result, rounded to the nearest whole number, of (I) the Target Number of PSUs, multiplied by (II) a fraction, the numerator of which is the number of days that elapsed from the Grant Date through and including the Date of Termination and the denominator of which is the total number of days in the period commencing on the Grant Date and ending on (and including) the Scheduled Vesting Date. Notwithstanding this Section 2(c)(iii), you will be treated as having terminated Employment pursuant to Section 2(b) hereof (Termination of Employment – General) if, at any time prior to the Scheduled Vesting Date, the Corporation determines in its sole discretion that applying this Section 2(c)(iii) in a particular case (or cases) is not advisable or appropriate or consistent with the intent of this Section 2(c)(iii).
Sample 1

Related to Termination due to Specified Divestiture or Reduction in Force

  • Termination Due to a Change of Control If (A) Employer (either Northrim BanCorp, Inc. or Northrim Bank) is subjected to a Change of Control (as defined in Section 5.f.(i)), and (B) either Employer or its assigns terminates Executive’s employment without Cause (either during the annual term of this Agreement or by refusing to extend this Agreement when the annual termination occurs every December 31) or Executive terminates his employment for Good Reason within 730 days of such Change of Control, then Employer shall pay Executive (i) all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date; (ii) an amount equal to one (1) times Executive’s highest Base Salary over the prior three (3) years; and (iii) benefits described in Sections 5.b.(I) and (II) below. The amounts described in Section 5.a.(i) and (ii) herein shall be paid no later than forty-five (45) days after the day on which employment is terminated. No payment will be made pursuant to Section 5.a.(ii) unless the Executive has signed an agreement, in a form acceptable to Employer, that releases and holds Employer harmless from all known and unknown claims and liabilities arising out of Executive’s employment with Employer or the performance of this Agreement (“Release Agreement”) and the Release Agreement has become irrevocable prior to the payment date.

  • Termination Due to Change of Control A “Termination Due to Change of Control” shall occur if within the 24 month period beginning with the date a Change of Control occurs (i) the Executive’s employment with the Corporation is involuntarily terminated (other than by reason of death, disability or Cause) or (ii) the Executive’s employment with the Corporation is voluntarily terminated by the Executive subsequent to (A) any reduction in the total of the Executive’s annual base salary (exclusive of fringe benefits) and the Executive’s target bonus in comparison with the Executive’s annual base salary and target bonus immediately prior to the date the Change of Control occurs, (B) a significant diminution in the responsibilities or authority of the Executive in comparison with the Executive’s responsibility and authority immediately prior to the date the Change of Control occurs or (C) the imposition of a requirement by the Corporation that the Executive relocate to a principal work location more than 50 miles from the Executive’s principal work location immediately prior to the date the Change of Control occurs.

  • Termination Due to Change in Control If the Company terminates Executive's employment without Cause (and for reasons other than death or Disability) in conjunction with a Change in Control (as defined below), Executive shall be entitled to receive all accrued but unpaid salary and benefits through the date of termination plus the Change in Control Benefit (as defined below).

  • 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.

  • 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 without Cause or Resignation for Good Reason in Connection with a Change of Control If the Company or its Affiliates terminate Executive’s employment with the Company or its Affiliates, respectively, without Cause or Executive resigns from such employment for Good Reason within twelve (12) months following a Change of Control, and Executive signs and does not revoke a separation agreement and release of claims with the Company (in a form acceptable to the Company), then Executive will receive the following severance from the Company:

  • Termination without Cause or Resignation for Good Reason in Connection with a Change in Control If the Company terminates Executive’s employment with the Company without Cause (excluding death or Disability) or if Executive resigns from his or her employment for Good Reason, and, in each case, such termination date occurs during the Change in Control Period, then Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive the following:

  • Termination Due to Disability or Death Executive’s employment hereunder may be terminated by the Company as follows:

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

  • Termination Due to Death or Disability Executive’s employment shall terminate automatically upon Executive’s death. The Company may terminate Executive’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death or in the event that Executive’s employment is terminated due to Executive’s Disability, Executive or Executive’s estate or Executive’s beneficiaries, as the case may be, shall be entitled to:

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