Termination for Normal Retirement Sample Clauses

Termination for Normal Retirement. Upon a Participant’s Termination due to the Participant’s Normal Retirement, all unvested Time RSUs shall immediately become vested upon the date of such Termination. For purposes of this Agreement, “Retirement” shall mean a Termination other than a termination for Cause at or after age 65 or such earlier date after age 50 as may be approved by the Committee with regard to such Participant, in its sole discretion, subject to Section 409A of the Code.
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Termination for Normal Retirement. Upon a Participant’s Termination due to the Participant’s Normal Retirement prior to the first Vest Date, the number of Time RSUs subject to this Agreement scheduled to vest on the first Vest Date shall immediately become vested upon the date of such Termination and all other unvested Time RSUs subject to this Agreement shall immediately be canceled and forfeited upon Termination. Upon a Participant’s Termination due to the Participant’s Normal Retirement on or after the first Vest Date, all unvested Time RSUs subject to this Agreement shall immediately become vested upon the date of such Termination. For purposes of this Agreement, “Retirement” shall mean a Termination other than a termination for Cause at or after age 65 or such earlier date after age 50 as may be approved by the Committee with regard to such Participant, in its sole discretion, subject to Section 409A of the Code.
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Termination for Normal Retirement. Upon a Participant’s Termination due to the Participant’s Normal Retirement before March 5, [Year Following Grant Date], all unvested ROIC RSUs shall immediately be canceled and forfeited. Upon a Participant’s Termination due to the Participant’s Normal Retirement on or after March 5, [Year Following Grant Date], a pro rata portion of the unvested ROIC RSUs that would have been eligible to vest on the Vest Date shall remain outstanding and be eligible to vest based upon the Company’s actual performance over the Measurement Period in accordance with Sections 3(a) as applicable, in an amount determined by multiplying the number of ROIC RSUs that were eligible to become vested on the Vest Date by a fraction, the numerator of which is the number of calendar days from the Grant Date to the date of Termination and the denominator of which is the number of calendar days from the Grant Date to the Vest Date. For purposes of this Agreement, “Retirement” shall mean a Termination other than a termination for Cause at or after age 65, or such earlier date after age 50 as may be approved by the Committee with regard to such Participant, in its sole discretion, subject to Section 409A of the Code.
Sample 1
Termination for Normal Retirement. Upon a Participant’s Termination due to the Participant’s Normal Retirement, a pro rata portion of the unvested TSR RSUs that would have been eligible to vest on the third (3rd) anniversary of the Grant Date shall remain outstanding and be eligible to vest based upon the Company’s actual performance over the Measurement Period in accordance with Sections 3(a) as applicable, in an amount determined by multiplying the number of TSR RSUs that were eligible to become vested on the third (3rd) anniversary of the Grant Date by a fraction, the numerator of which is the number of full months that have elapsed beginning on the Grant Date and ending on the date of Termination and the denominator of which is 36. For purposes of this Agreement, “Retirement” shall mean a Termination other than a termination for Cause at or after age 65, or such earlier date after age 50 as may be approved by the Committee with regard to such Participant, in its sole discretion, subject to Section 409A of the Code.
Sample 1
Termination for Normal Retirement. Upon a Participant’s Termination due to the Participant’s Normal Retirement before March 5, 2022, all unvested TSR RSUs shall immediately be canceled and forfeited. Upon a Participant’s Termination due to the Participant’s Normal Retirement on or after March 5, 2022, a pro rata portion of the unvested TSR RSUs that would have been eligible to vest on the Vest Date shall remain outstanding and be eligible to vest based upon the Company’s actual performance over the Measurement Period in accordance with Sections 3(a) as applicable, in an amount determined by multiplying the number of TSR RSUs that were eligible to become vested on the Vest Date by a fraction, the numerator of which is the 2021-Updated Grant Agreement-RSU TSR
Sample 1
Termination for Normal Retirement. Upon a Participant’s Termination due to the Participant’s Normal Retirement, a pro rata portion of the unvested TSR RSUs that would have been eligible to vest on the Vest Date shall remain outstanding and be eligible to vest based upon the Company’s actual performance over the Measurement Period in accordance with Sections 3(a) as applicable, in an amount determined by multiplying the number of TSR RSUs that were eligible to become vested on the Vest Date by a fraction, the numerator of which is the number of calendar days from the Grant Date to the date of Termination and the denominator of which is the number of calendar days from the Grant Date to the Vest Date. For purposes of this 3
Sample 1
Termination for Normal Retirement. Upon a Participant’s Termination due to the Participant’s Normal Retirement, a pro rata portion of the unvested XXXXX RSUs that would have been eligible to vest on the Vest Date shall remain outstanding and be eligible to vest based upon the Company’s actual performance over the Measurement Period in accordance with Sections 3(a) as applicable, in an amount determined by multiplying the number of XXXXX RSUs that were eligible to become vested on the Vest Date by a fraction, the numerator of which is the number of calendar days from the Grant Date to the date of Termination and the denominator of which is the number of calendar days from the Grant Date to the Vest Date. For purposes of this Agreement, “Retirement” shall mean a Termination other than a termination for Cause at or after age 65, or such earlier date after age 50 as may be approved by the Committee with regard to such Participant, in its sole discretion, subject to Section 409A of the Code. 1 Adjustments shall include: transaction and integration costs associated with acquisitions & divestitures; restructuring charges and adjustments; non-income tax settlements causing charges or credits, except for non-income tax and social contribution recoveries in Brazil; legal settlements or judgements; reversals or charges associated with previously recorded stock-based compensation expense for modifications of stock-based awards; impairment charges; settlement and/or curtailment gains and/or losses associated with pension and/or postretirement plans; gains or losses on sale of assets, including any contract losses associated with any supply agreements in conjunction with an asset sale; adjustments to the cumulative translation adjustment account that occurs when we liquidate a subsidiary; and purchase accounting adjustments associated with the step-up/down of inventory to fair value.
Sample 1
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Related to Termination for Normal Retirement

  • Normal Retirement Normal Retirement Age under the Plan is: (Choose (a) or (b)) [X] (a) 65 [State age, but may not exceed age 65].

  • Normal Retirement Age Normal Retirement Age shall mean the date on which the Executive attains age sixty-five (65).

  • Normal Retirement Benefit Upon Termination of Employment on or after the Normal Retirement Age for reasons other than death, the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement.

  • Normal Retirement Date The term “Normal Retirement Date” means “Normal Retirement Date” as defined in the primary qualified defined benefit pension plan applicable to the Executive, or any successor plan, as in effect on the date of the Change in Control of the Company.

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

  • 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 for Disability (a) If EXECUTIVE shall become disabled as defined in the BANK's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE's employment for "Disability." (b) Upon EXECUTIVE's termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a bi-weekly payment equal to three-quarters (3/4) of EXECUTIVE's bi-weekly rate of Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVE's termination and will end on the earlier of (i) the date EXECUTIVE returns to the full-time employment of the BANK in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE and the BANK; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE returns to the full-time employment of the BANK, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE and the BANK; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

  • Termination for Death or Disability If the Employee's employment is terminated by death or because of disability pursuant to Section 4.3, the Company shall pay to the estate of the Employee or to the Employee, as the case may be, all sums which would otherwise be payable to the Employee under Section 3 up to the end of the month in which the termination of his employment because of death or disability occurs.

  • Termination for Cause; Voluntary Termination (a) The Company may terminate the Executive’s employment hereunder at any time for Cause upon written notice to the Executive. The Executive may voluntarily terminate his employment hereunder at any time without Good Reason upon sixty (60) days prior written notice to the Company; provided, however, the Company reserves the right, upon written notice to the Executive, to accept the Executive’s notice of resignation and to accelerate such notice and make the Executive’s resignation effective immediately, or on such other date prior to Executive’s intended last day of work as the Company deems appropriate. It is understood and agreed that the Company’s election to accelerate Executive’s notice of resignation shall not be deemed a termination by the Company without Cause for purposes of Section 4.1 of this Agreement or otherwise or constitute Good Reason (as defined in Section 4.1) for purposes of Section 4.1 of this Agreement or otherwise. (b) If the Executive’s employment is terminated pursuant to Section 4.2(a), the Executive shall, in full discharge of all of the Company’s obligations to the Executive, be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide to the Executive, the following (collectively, the “Accrued Obligations”): (i) the Executive’s earned, but unpaid, Base Salary through the final date of the Executive’s employment by the Company (the “Termination Date”), payable in accordance with the Company’s standard payroll practices; (ii) the Executive’s accrued, but unused, vacation (in accordance with the Company’s policies); (iii) expenses reimbursable under Section 3.2 above incurred on or prior to the Termination Date but not yet reimbursed; and (iv) any amounts or benefits that are vested amounts or vested benefits or that the Executive is otherwise entitled to receive under any plan, program, policy or practice (with the exception of those, if any, relating to severance) on the Termination Date, in accordance with such plan, program, policy, or practice.

  • Voluntary Termination; Termination for Cause If Executive’s employment with the Company terminates voluntarily by Executive or for “Cause” by the Company, then (i) all vesting of the Option will terminate immediately and all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned), and (ii) Executive will only be eligible for severance benefits in accordance with the Company’s established policies as then in effect.

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