Termination of Employment and Change in Control. (a) Executive's employment hereunder may be terminated during the Employment Period under the following circumstances:
Termination of Employment and Change in Control. (a) Senior Officer's employment hereunder may be terminated at any time under the following circumstances:
Termination of Employment and Change in Control. COMPENSATION UPON TERMINATION OF EMPLOYMENT BY THE COMPANY FOR CAUSE OR BY EXECUTIVE WITHOUT GOOD REASON....................................
Termination of Employment and Change in Control. (a) Subject to the terms of any employment, executive or similar agreement, if Awardee’s employment with the Company and its Affiliates is voluntarily or involuntarily terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Awardee is employed or the terms of Awardee’s employment or other service agreement, if any) other than by reason of Disability, death or Retirement prior to the end of the Performance Period, Awardee’s right in any Restricted Stock Units that are not vested shall automatically terminate as of the date that Awardee is no longer actively employed by the Company or any Affiliate as determined by the Committee or any of its delegates in its, his or her sole discretion (the “Termination Date”), and such Restricted Stock Units shall be canceled and shall be of no further force and effect.
(b) If Awardee’s termination of employment is on account of Disability, death or Retirement prior to the end of the Performance Period, Awardee shall not forfeit his or her Award and shall remain eligible to earn his or her Award, subject to the requirements of Section 2; provided, however, that the number of Restricted Stock Units determined pursuant to Section 2 by the Committee shall be multiplied by a fraction, the numerator of which shall be the full and partial months from the Award Date to Awardee’s Termination Date and the denominator of which shall be the number of months in the Performance Period. For the avoidance of doubt, if Awardee at the time of such termination has attained the age of 65 but has not completed at least four years of service with the Company or an Affiliate, Awardee shall not be deemed to have been terminated on account of Retirement, and Section 4(a) above shall apply. In the event of Awardee’s termination of employment after the Performance Period, the Company, as soon as practicable following the Termination Date (but in no event later than two and one-half months after the end of the Performance Period) shall issue shares of Stock to Awardee (or Awardee’s designated beneficiary, estate executor or legal heirs, as applicable, in the event of Awardee’s death) with respect to any Restricted Stock Units which, as of the Termination Date, have been vested but for which shares of Stock had not yet been issued to Awardee.
(c) Notwithstanding anything to the contrary herein, the provisions relating to the treatment of this Awar...
Termination of Employment and Change in Control. (a) Termination of Employment by the Company for Cause or By Executive without Good Reason. In the event (i) the Company terminates Executive's employment for Cause (as hereinafter defined) or (ii) Executive terminates his employment without Good Reason (as hereinafter defined), the Company shall pay Executive any unpaid salary accrued through and including the date of termination. In addition, in such event, Executive shall be entitled (i) to exercise any options which have vested and are exercisable in accordance with the terms of the applicable option grant agreement or plan, (ii) to retain any Restricted Shares previously awarded to Executive pursuant to this Agreement and the Restricted Share Agreement and any Restricted Share Tax Gross-Up Payments which are fully vested on the date of termination, and (iii) to retain any shares of Common Stock purchased by Executive with the proceeds of the Stock Acquisition Loan which are no longer pledged as collateral for the outstanding balance of the Stock Acquisition Loan and any Acquisition Loan Tax Gross-Up Payments applicable to Forgiven Amounts and to retain the balance of the shares of Common Stock which are still pledged as collateral for the outstanding balance of the Stock Acquisition Loan, provided, that Executive immediately repays to the Company the outstanding balance of the Stock Acquisition Loan including interest accrued thereon through the date of termination. Except for any rights which Executive may have to unpaid salary amounts through and including the date of termination, vested options, vested Restricted Shares and related Restricted Share Tax Gross-Up Payments, and shares of Common Stock purchased with the proceeds of the Stock Acquisition Loan and related Acquisition Loan Tax Gross-Up Payments, all as set forth above, the Company shall have no further obligations hereunder following such termination.
Termination of Employment and Change in Control. (A) Except as provided in Sections III(B)-(G) below, if, for any reason, Participant’s employment with the Company and any subsidiary of the Company terminates, all Company Matching RSUs and the Company Matching Option to the extent not then vested in accordance with Sections I(D) and II(C)(ii) above shall be immediately forfeited.
(B) In the event Participant’s employment with the Company and any subsidiary of the Company terminates by reason of death, Company Matching RSUs and the Company Matching Option will vest in full as of the date of death and the Company Matching Option shall be exercisable by the Participant’s executor, administrator, personal representative or any person or persons who acquired the Company Matching Option directly from the Participant by bequest or inheritance during the twelve (12) month period following the date of death, as long as no government regulations or rules are violated by such accelerated vesting or exercise period; provided, however, that no Company Matching Option will be exercisable beyond its original term.
(C) In the event Participant’s employment with the Company and any subsidiary of the Company terminates by reason of total and permanent disability (as defined in the Company’s Long-Term Disability Plan, or, if not defined in such plan, as defined by the Social Security Administration), the Company Matching RSUs and the Company Matching Option shall vest on a pro rata basis as follows:
(i) the Company Matching RSUs shall be vested as of Participant’s employment termination date (which is the last day that the Participant is employed by the Company or any subsidiary of the Company) shall be equal to the number of Company Matching RSUs multiplied by the following fraction: (A) the numerator shall be the whole number of months elapsed since the Grant Date and (B) the denominator shall be sixty (60). For purposes of this calculation, the number of months in the numerator in sub-section (A) above shall include any partial month in which Participant has worked. For example, if the time elapsed between the Grant Date and the Separation Date is eight months and five days, the numerator in sub-section (A) above shall be nine.
(ii) the Company Matching Option shall be vested as of Participant’s employment termination date with respect to the number of shares of Stock subject to the Company Matching Option, multiplied by the following fraction: (A) the numerator shall be the whole number of months elapsed since the Gran...
Termination of Employment and Change in Control. (a) Termination of Employment by the Company for Cause or By Executive without Good Reason. In the event (i) the Company terminates Executive's employment for Cause (as hereinafter defined) or (ii) Executive terminates his employment without Good Reason (as hereinafter defined), the Company shall pay Executive any unpaid salary accrued through and including the date of termination. In addition, in such event, Executive shall be entitled (i) to exercise any options which have vested and are exercisable in accordance with the terms of the applicable option grant agreement or plan, and (ii) to retain any Restricted Shares previously awarded to Executive pursuant to this Agreement and the Restricted Share Agreement and any Restricted Share Tax Gross-Up Payments which are fully vested on the date of termination. Except for any rights which Executive may have to unpaid salary amounts through and including the date of termination, vested options, and vested Restricted Shares and related Restricted Share Tax Gross-Up Payments, all as set forth above, the Company shall have no further obligations hereunder following such termination.
Termination of Employment and Change in Control. If you are terminated without Cause or resign for Good Reason (as both are defined in your ESA) or due to your Retirement (defined as your termination after attaining age 55 and 10 years of service with the Company or any of its affiliates including time served before the Effective Date) or the Company’s nonrenewal of this Agreement within two years following the applicable grant date, then 50% of all awards, to the extent unvested, will vest at target. · If your employment terminates without Cause or due to resignation for Good Reason or due to your Retirement or the Company’s nonrenewal of this Agreement following the second anniversary of the applicable grant date, then any unvested portion of your awards will vest based on performance, and those awards will be pro-rated for the number of months you were employed during the applicable vesting period. · Notwithstanding the foregoing, if your employment terminates without Cause or for Good Reason or due to your Retirement or the Company’s nonrenewal of this Agreement either (x) in connection with a Change in Control (as defined in the Company’s 2013 Stock Incentive Plan), subject to the consummation of the Change in Control within two months of the termination, or (y) on or within two years following a Change in Control, then all awards, to the extent unvested, will vest in full at target on the date of your termination (or, if later, the date of the Change in Control). PARTICIPANT ID: GRANT DATE: NUMBER OF UNITS: [ ] shares (“Target Shares”) We are pleased to inform you that, pursuant to the Company’s 2013 Stock Incentive Plan, the Compensation Committee of the Board of Directors of Fifth & Pacific Companies, Inc., has made an award of market share units to you, subject to the terms and conditions set forth in the attached Grant Certificate. * * *
Termination of Employment and Change in Control. (A) Except as provided in Sections III(B) - (E) below, if, for any reason, Executive ceases to be employed by the Company, or a subsidiary of the Company, all Company Matching RSUs and Options not then vested in accordance with Sections I(D) and II(C)(ii) above, shall be immediately forfeited.
(B) In the event Executive ceases to be employed by the Company, or any subsidiary of the Company, by reason of death, Company Matching RSUs and Options not then vested in accordance with Section I(D) and II(C)(ii) will become immediately vested.
(C) In the event Executive ceases to be employed by the Company, or any subsidiary of the Company, by reason of total and permanent disability (as defined in the Company’s Long-Term Disability Plan, or, if not defined in such plan, as defined by the Social Security Administration), the Company Matching RSUs and the Options shall vest on a pro rata basis as follows:
(i) the total number of Company Matching RSUs vested as of the Separation Date (which is the last day that the Executive is employed by the Company or any subsidiary of the Company), shall be equal to the number of Company Matching RSUs multiplied by the following fraction: (A) the numerator shall be the whole number of months elapsed since the Purchase Date and (B) the denominator shall be sixty (60). For purposes of this calculation, the number of months in the numerator in sub-section (A) above shall include any partial month in which Executive has worked. For example, if the time elapsed between the Purchase Date and the Separation Date is eight months and five days, the numerator in sub-section (A) above shall be nine.
(ii) the total number of Options vested as of the Separation Date (which is the last day that the Executive is employed by the Company or any subsidiary of the Company), including Options previously vested, shall be equal to the number of Options granted on the Purchase Date multiplied by the following fraction: (A) the numerator shall be the whole number of months elapsed since the Purchase Date and (B) the denominator shall be sixty (60). For purposes of this calculation, the number of months in the numerator in sub-section (A) above shall include any partial month in which Executive has worked. For example, if the time elapsed between the Purchase Date and the Separation Date is eight months and five days, the numerator in sub-section (A) above shall be nine.
Termination of Employment and Change in Control. If your employment terminates without Cause or due to the Company’s nonrenewal of this Agreement or due to your resignation for Good Reason (as both are defined in your ESA) or your Retirement (defined as your termination after attaining age 55 and 10 years of service with the Company or any of its affiliates including time served before the Effective Date) within two years following the Effective Date, then 50% of all Market Share Units and Performance Shares, to the extent unvested, will vest at target. · If your employment terminates without Cause or due to the Company’s nonrenewal of this Agreement or due to your resignation for Good Reason or your Retirement following the second anniversary of the Effective Date, then any unvested Market Share Units and Performance Shares will vest based on performance (subject to a minimum earnout of 30% for the MSUs), and those MSUs and Performance Shares will be pro-rated for the number of months you were employed during the applicable vesting period. · Notwithstanding the foregoing, if your employment terminates without Cause or due to the Company’s nonrenewal of this Agreement or for Good Reason or due to your Retirement either (x) in connection with a Change in Control (as defined in the Company’s 2013 Stock Incentive Plan), subject to the consummation of the Change in Control within two months of the termination, or (y) on or within two years following a Change in Control, then all Market Share Units and Performance Shares, to the extent unvested, will vest in full at target on the date of your termination (or, if later, the date of the Change in Control).
