Termination of Employment Prior to Vesting Date. Upon termination of employment with the Company prior to a Vesting Date pursuant to this Section 4, the following special vesting and payment terms will apply to your unvested RSUs:
Termination of Employment Prior to Vesting Date. Notwithstanding Section 7(a), and subject to Section 7(b), if the Employee’s employment by the Employers and Affiliates is terminated following a Change in Control but prior to the Vesting Date (i) due to death, Disability or Retirement, (ii) by the Company without Cause or (iii) by the Employee for Good Reason, then the Change in Control Shares shall vest and become nonforfeitable and be delivered to the Employee (or his or her beneficiary, as applicable) within sixty (60) days following the date of such termination of employment, subject to Section 9.6; provided, however, that if the Award is considered “nonqualified deferred compensation” within the meaning of section 409A of the Code and (X) the Change in Control is not a “change in control event” within the meaning of section 409A of the Code, (Y) the termination of employment occurred more than two years following the Change in Control, or (Z) the accelerated payment otherwise is not permitted by section 409A of the Code, then the Change in Control Shares shall vest and become nonforfeitable and be delivered to the Employee (or his or her beneficiary, as applicable) following the Vesting Date at the time set forth in Section 6 hereof.
Termination of Employment Prior to Vesting Date. Notwithstanding the foregoing subsection (a), in the event of the Executive’s termination of employment prior to the Tranche 2 Vesting Date, any unvested PRSUs shall be subject to forfeiture in accordance with Section 5 of this Agreement (and no PRSUs that are forfeited pursuant to Section 5 of this Agreement shall become vested pursuant to this Annex B).
Termination of Employment Prior to Vesting Date. Notwithstanding the foregoing subsections (a), (b), (c) and (d), in the event of the Executive’s termination of employment prior to a Vesting Date, any unvested PRSUs shall be subject to forfeiture in accordance with Section 5 of this Agreement (and no PRSUs that are forfeited pursuant to Section 5 of this Agreement shall become vested pursuant to this Annex B).
(a) Subject to subsection (b) below, the Executive shall be eligible to receive Dividend Equivalents (as defined in the Plan) with respect to the Award (the “Dividend Equivalent PRSUs”). For purposes of determining the amount of Dividend Equivalent PRSUs on each dividend record date, an amount representing dividends payable on the number of shares of Common Stock equal to the number of PRSUs subject to the Award with respect to Performance Periods beginning on or prior to such dividend record date shall be deemed reinvested in Common Stock and credited as additional PRSUs as of the dividend payment date. Subject to subsection (b), below, the Dividend Equivalent PRSUs shall vest as of the Vesting Date applicable to the underlying PRSUs (or, if earlier, the date such underlying PRSUs are distributed to the Executive pursuant to Section 5 of this Agreement) and shall be distributed in accordance with the terms of this Agreement.
(b) All Dividend Equivalent PRSUs (including Dividend Equivalent PRSUs paid with respect to any prior year’s Dividend Equivalent PRSUs) will be subject to forfeiture if the underlying PRSUs are forfeited in accordance with the forfeiture and vesting provisions set forth in Section 5 of this Agreement and this Annex B. Performance Goals: The Award is intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code. The Performance Goals set forth on Annex C shall be established and the level of achievement of such Performance Goals shall be determined in the following manner: No later than 90 days following the commencement of the Performance Period, the Committee shall, in writing, select the Performance Criteria and establish the Performance Goals and the Target Number of PRSUs which may be earned for such Performance Period based on the Performance Criteria. Following the completion of each Performance Period, the Committee shall certify in writing whether and the extent to which the Performance Goals have been achieved for such Performance Period. It is acknowledged and agreed that the Performance Goals constitute Performance Criteria...
Termination of Employment Prior to Vesting Date. 4.1 If you voluntarily terminate employment with the Company before the Vesting Date or if your employment with the Company is terminated for Disciplinary Reasons before the Vesting Date, the Award will be forfeited.
4.2 If your employment with the Company is terminated by the Company before the Vesting Date for reasons other than Disciplinary Reasons, including as a direct result of a reduction in force or as a direct result of a merger, reorganization, sale, or restructuring of all or part of the Company or a subsidiary, the Award will vest on the 60th day following your termination date, subject to the following:
4.2.1 The Company may, as a condition precedent to the vesting of the Award pursuant to this Section, require you to sign and not revoke a waiver and release in a form required by the Company, which waiver and release must become effective no later than the sixtieth day following termination of employment (or such earlier date as is provided in the release). If the waiver and release is not effective by the sixtieth day following termination of employment (or such earlier date as is provided in the release), the Award will be forfeited.
4.3 If your employment with the Company is terminated before the Vesting Date as a result of your death, or total and permanent disability (as determined in the sole discretion of the Company), a pro rata portion of the Award will vest immediately following your termination date. The pro rata portion of the Award will be calculated based on the number of days you were employed by the Company during the Award Period compared to the total number of days in the Award Period. Any unvested portion of the Award will be forfeited.
Termination of Employment Prior to Vesting Date. 4.1. If you voluntarily terminate employment with the Company before the Vesting Date or if your employment with the Company is terminated for Disciplinary Reasons before the Vesting Date, you will not be entitled to receive any Award.
4.2. If your employment with the Company is terminated by the Company before the Vesting Date for reasons other than Disciplinary Reasons or as a direct result of a reduction in force or the sale or permanent closure of the division of which you are president or as a direct result of a merger, reorganization, sale, or restructuring of all or part of the Company or a subsidiary, the Award will vest immediately following your termination date and will be paid in full within 90 days following your termination date. The Company may, as a condition precedent to your right to receive any Award payment pursuant to this Section, require you to sign a waiver and release in a form required by the Company.
4.3. If your employment with the Company is terminated as a result of your death, or total and permanent disability (as determined in the sole discretion of the Company), you will receive a pro rata portion of the Award calculated based on the number of days you were employed by the Company during the Award Period compared to the total number of days in the Award Period. The pro rata portion of the Award will vest immediately following your termination date and will be paid in full within 90 days following your termination date.
Termination of Employment Prior to Vesting Date. If the Grantee ceases to be employed by the Company and/or a Subsidiary by reason of a Qualifying Event prior to the Vesting Date, then any credited Premium Award Shares as of the date of the Grantee's termination of employment will vest. In the event of a Qualifying Retirement, Grantee shall continue to vest in the Premium Awards Shares on the same basis as if Grantee had remained an active employee, provided, however, that a forfeiture shall occur if the Grantee, prior to the expiration of the Performance Period, obtains other gainful employment regardless of whether such employment is with a competitor of the Company. The Grantee acknowledges and agrees that the forfeiture of Base Award Shares set forth in the preceding sentence does not constitute a limitation or restriction on the Grantee's right to obtain other employment, but is only a restriction on the Grantee's right to receive unvested Base Award Shares. The Grantee will forfeit the right to any uncredited Premium Award Shares that have not been forfeited previously. If the Grantee's employment with the Company and/or its Subsidiaries terminates for any reason other than a Qualifying Event or a Qualifying Retirement prior to the Vesting Date, all credited and uncredited Premium Award Shares will be forfeited and said shares will be returned to the Company.
Termination of Employment Prior to Vesting Date. (a) In the event your Employment is terminated for any reason other than a Qualifying Termination or Retirement prior to the Vesting Date, the Restricted Units shall automatically and immediately be forfeited and cancelled on the date of such termination.
(b) If you experience a Qualifying Termination prior to Vesting Date, then your Restricted Units will immediately vest as of the date of your Qualifying Termination.
(c) If you terminate your Employment prior to the Vesting Date due to your Retirement, then the pro rata portion of the Restricted Units will vest on the date of your Retirement. The number of Restricted Units that will vest in the event of your Retirement is determined by multiplying the full number of Restricted Units granted
(d) under this Award by a fraction, the numerator of which is the number of calendar days during the period beginning on the Date of Grant and ending on the date of your Retirement and the denominator of which is the number of calendar days during the Restriction Period (rounded up to the next whole number). All Restricted Units not vested by the foregoing shall automatically and immediately be forfeited and cancelled on the date of your Retirement.
(e) Upon the applicable vesting date described in this Section 4, the restrictions on your Restricted Units will be removed and the vested Units will be transferred to your Brokerage Account.
Termination of Employment Prior to Vesting Date. (a) In the event your Employment is terminated for any reason other than a Qualifying Termination prior to any Vesting Date, any unvested Phantom Units shall automatically and immediately be forfeited and cancelled on the date of such termination.
(b) If you experience a Qualifying Termination prior to any Vesting Date, then your unvested Phantom Units will immediately vest as of the date of your Qualifying Termination. Except as provided in Section 4(c) below, the Units equal to your Phantom Units will be paid to you or your beneficiary (and your Phantom Units will be cancelled upon such payment date) by transfer to your Brokerage Account, as soon as practicable following, but in no event more than 30 days after, such termination date.
(c) The Phantom Units granted pursuant to this Agreement are intended to comply with or be exempt from Section 409A of the Code, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner consistent with such intent. The foregoing to the contrary notwithstanding, if your Award is considered deferred compensation under Section 409A of the Code and as of the date of your Qualifying Termination (other than due to death) you are a “specified employee” (within the meaning of Section 409A of the Code) as determined by the Partnership, then payment of the Units earned by you due to your Qualifying Termination (other than due to death) will be paid to you on the earlier of (1) the date that is six months and two days following the date of your Qualifying Termination (other than due to death) or (2) the date of your death.
Termination of Employment Prior to Vesting Date. If you voluntarily terminate employment with the Company before the Vesting Date or if your employment with the Company is terminated for Disciplinary Reasons before the Vesting Date, you will not be entitled to receive any Award. If your employment with the Company is terminated by the Company before the Vesting Date for reasons other than Disciplinary Reasons or as a direct result of a merger, reorganization, sale, or restructuring of all or part of the Company, the Award will vest immediately following your termination date and will be paid in full, subject to applicable withholding, within 90 days following your termination date. The Company may, as a condition precedent to your right to receive any Award payment pursuant to this Section, require you to sign a waiver and release in a form required by the Company. If your employment with the Company is terminated as a result of your death, or total and permanent disability (as determined in the sole discretion of the Company), you will receive, subject to applicable withholding, a pro rata portion of the Award calculated based on the number of days you were employed by the Company during the Award Period compared to the total number of days in the Award Period. The pro rata portion of the Award will vest immediately following your termination date and will be paid in full within 90 days following your termination date.
