Termination of Employment While Change in Control Pending Sample Clauses

Termination of Employment While Change in Control Pending. For purposes of this Agreement, the termination of the Participant’s employment without “Cause” (as defined in the Plan), following execution of a definitive agreement contemplating a “Change in Control” of F.N.B. or the Bank, prior to the consummation date of the “Change in Control” or such Sale, shall immediately result in full vesting at the Target Amount. In the event the Participant is an employee of a non-bank affiliate or subsidiary of F.N.B. and such Participant’s employment is terminated without “Cause” while a Sale of such non-bank affiliate or subsidiary is pending, then the Restricted Stock Units shall vest in a pro rata amount for each full month up to the effective date of the Sale.
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Termination of Employment While Change in Control Pending. For purposes of this Agreement, the termination of the Participant’s employment without “Cause” (as defined in the Plan) with F.N.B., Bank or F.N.B. Payroll Services, LLC, following execution of a definitive agreement contemplating a “Change in Control” of F.N.B. or a Bank Sale, but prior to the consummation date of the “Change in Control” or such Bank Sale, shall immediately result in full vesting at the Target Amount. In the event the Participant is an employee of a non-Bank Affiliate or subsidiary (not including F.N.B. Payroll Services, LLC) of F.N.B. and such Participant’s employment is terminated without “Cause” while a Sale of such non-Bank Affiliate or subsidiary is pending, then the Restricted Stock Units shall vest in a pro-rata amount for Participant’s each full month of employment up to the effective date of the Sale.
Sample 1
Termination of Employment While Change in Control Pending. For purposes of this Agreement, the termination of the Participant’s employment without “Cause” (as defined in the Plan) or termination of the Consulting Agreement, following execution of a definitive agreement contemplating a “Change in Control” of F.N.B. or the sale of substantially all the common stock or assets of the First National Bank of Pennsylvania (“Sale”) to an unaffiliated person or entity, prior to the consummation date of the “Change in Control” or such Sale, shall immediately result in full vesting at the Target Amount.
Sample 1
Termination of Employment While Change in Control Pending. For purposes of this Agreement, the termination of the Participant's employment following execution of a definitive agreement contemplating a "Change in Control" of F.N.B. or the Bank, without "Cause" (as defined in the Plan), prior to the consummation date of the "Change in Control" or such Sale, shall immediately result in full vesting at the Target Amount.
Sample 1

Related to Termination of Employment While Change in Control Pending

  • Termination of Employment; Change in Control (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. If the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment. If the Optionee's employment with the Corporation shall terminate other than by reason of Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment other than for Cause or Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of Retirement, the Option shall (A) become fully and immediately vested and exercisable and (B) remain exercisable for three years from the date of such Retirement (but not beyond the Term of the Option).

  • Termination of Employment Change of Control (a) In the event of the Participant’s death prior to the termination of his Continuous Service, any unvested Stock Units shall immediately vest and the underlying Unit Shares shall be immediately delivered to the Participant’s beneficiary or beneficiaries.

  • Other Termination of Employment In the event of your voluntary termination (other than a Retirement subject to Section 2(c) or a Qualifying Termination subject to Section 2(f)), or termination by the Company or a subsidiary of the Company for misconduct or other conduct deemed by the Company to be detrimental to the interests of the Company or a subsidiary of the Company, you shall forfeit all unvested RSUs on the date of termination.

  • Qualifying Termination of Employment A “Qualifying Termination of Employment” shall mean a termination of Executive’s employment during the Protected Period either (a) by the Company other than for Cause or (b) by Executive for a Good Reason. A termination of employment due to the Executive’s death or Disability during the Protected Period shall not constitute a Qualifying Termination of Employment.

  • Term; Termination of Employment The term of this Agreement (the “Term”) begins on the Effective Date and will end, along with Executive’s employment with the Company, on the earliest to occur of the following events.

  • Termination of Employment Following a Change in Control Notwithstanding the provisions of Section 6.3 hereof to the contrary, if the Employee’s employment by the Company is terminated by the Company in accordance with the terms of Section 4 of the Termination Agreement and the Employee is entitled to benefits provided in Section 5 of the Termination Agreement, the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, if not theretofore paid, and, in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred shall be paid in accordance with the plan documents governing such deferral. Except with respect to the obligations set for forth in the Termination Agreement, notwithstanding any provisions herein to the contrary, all other obligations of the Company and rights of the Employee hereunder shall terminate effective as of the Date of Termination.

  • Constructive Termination of Employment If the Executive so elects, a termination by the Company without Cause under Section 6(d) shall be deemed to have occurred upon the occurrence of one or more of the following events without the express written consent of the Executive:

  • Termination of Employment Severance Your immediate supervisor or the Company's Board of Directors may terminate your employment, with or without cause, at any time by giving you written notice of your termination, such termination of employment to be effective on the date specified in the notice. You also may terminate your employment with the Company at any time. The effective date of termination (the "Effective Date") shall be the last day of your employment with the Company, as specified in a notice by you, or if you are terminated by the Company, the date that is specified by the Company in its notice to you. The following subsections set forth your rights to severance in the event of the termination of your employment in certain circumstances by either the Company or you. Section 5 also sets forth certain restrictions on your activities if your employment with the Company is terminated, whether by the Company or you. That section shall survive any termination of this Agreement or your employment with the Company.

  • Involuntary Termination of Employment If the Executive exercises his withdrawal rights pursuant to Subsection 2.2, and the Executive's employment with the Bank is involuntarily terminated for any reason including termination due to disability of the Executive, but excluding termination for Cause, or termination following a Change in Control, within thirty (30) days of such involuntary termination of employment, the Bank shall be required to record a final Phantom Contribution in an amount equal to: (i) the full Phantom Contribution required for the Plan Year in which such involuntary termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Phantom Contributions.

  • Termination of Employment Generally In the event the Executive’s employment with the Company terminates, for any reason whatsoever including death or disability the Executive shall be entitled to the benefits described in this Section 2.2.

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