Termination of Participant’s Employment. (a) If the Participant’s employment with the Employer terminates, the provisions of this Section 4 shall govern the treatment of the Award exclusively, regardless of the provisions of any employment, change in control or other agreement or arrangement to which the Participant is a party, or any termination or severance policies of the Parent Member then in effect, which shall be superseded by the Plan and this Agreement. (b) In the event of termination of the Participant’s employment by reason of a Qualified Termination, the Participant shall retain the portion of the Award that has vested during the Vesting Period, and such units shall be treated as Vested LTIP Units (as defined in the LLC Agreement) and shall be converted into Class A Common Units in accordance with Section 8 of the Plan and the LLC Agreement. Unless otherwise determined by the Company, the unvested portion of the Award shall, without payment of any consideration by the Company, automatically and without notice terminate, be forfeited and be and become null and void and neither the Participant nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested portion of the Award. (c) As a condition of receiving any payments or benefits under the Plan and this Agreement on account of the Participant’s Qualified Termination, the Company may, in its sole discretion, require the Participant to deliver an irrevocable, effective release of claims in the form determined by the Company and/or an affirmation of continued compliance with the non-competition, non-solicitation, non-disparagement and non-disclosure covenants in favor of the Company and related persons as set forth in Section 4 of the Plan. (d) In the event of a termination of a Participant’s employment for any reason other than a Qualified Termination, except as otherwise determined by the Company, then (i) the portion of this Award that is unvested shall, without payment of any consideration by the Company, automatically and without notice terminate, be forfeited and be and become null and void, and neither the Participant nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in this Award and (ii) the Participant shall retain the portion of the Award that has vested during the Vesting Period, and such units shall be treated as Vested LTIP Units (as defined in the LLC Agreement) and shall be converted into Class A Common Units in accordance with Section 8 of the Plan and the LLC Agreement.
Appears in 1 contract
Samples: Ltip Unit Agreement (Welltower Inc.)
Termination of Participant’s Employment. (a) If the Participant’s employment with the Employer terminates, the provisions of this Section 4 shall govern the treatment of the Award exclusively, regardless of the provisions of any employment, change in control or other agreement or arrangement to which the Participant is a party, or any termination or severance policies of the Parent Member then in effect, which shall be superseded by the Plan and this Agreement.
(b) In the event of termination of the Participant’s employment by reason of a Qualified Termination prior to the end of the Performance Period, then the Company shall determine the Earned Award LTIP Units as follows: The Earned Award LTIP Units shall be determined in accordance with the computation described in Section 3(a) as if the Performance Period ended on the calendar quarter end immediately preceding the date of the Participant’s Qualified Termination; provided, however, that such Earned Award LTIP Units shall be multiplied by a fraction, the numerator of which shall be the number of complete months during which the Participant shall retain the portion was an employee of the Award that has vested Parent Member or its Affiliates during the Vesting Performance Period and the denominator of which shall be the total number of months in the Performance Period, and such units . The Earned Award LTIP Units shall be treated as Vested LTIP Units (as defined in the LLC Agreement) as of the Vesting Date and shall be converted into Class A Common Units in accordance with Section 8 of the Plan and the LLC Agreement. Unless otherwise determined by the Company, the unvested portion of the Award shall, without payment of any consideration by the Company, automatically and without notice terminate, be forfeited and be and become null and void and neither the Participant nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested portion of the Award.
(c) In the event of termination of the Participant’s employment by reason of a Qualified Termination after the end of the Performance Period, then the Company shall determine the Earned Award LTIP Units in accordance with the computation described in Section 3. The Earned Award LTIP Units shall be treated as Vested LTIP Units (as defined in the LLC Agreement) as of the Vesting Date and shall be converted into Class A Common Units in accordance with Section 8 of the Plan and the LLC Agreement.
(d) As a condition of receiving any payments or benefits under the Plan and this Agreement on account of the Participant’s Qualified Termination, the Company may, in its sole discretion, require the Participant to deliver an irrevocable, effective release of claims in the form determined by the Company and/or an affirmation of continued compliance with the non-competition, non-solicitation, non-disparagement and non-disclosure covenants in favor of the Company and related persons as set forth in Section 4 of the Plan.
(de) In the event of a termination of a Participant’s employment for any reason other than a Qualified TerminationTermination prior to the end of the Performance Period, except as otherwise determined by the Company, then (i) the portion of this Award that is unvested shall, without payment of any consideration by the Company, automatically and without notice terminate, be forfeited and be and become null and void, and neither the Participant nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in this Award and (ii) Award. In the Participant shall retain the portion event of a termination of the Award that has vested during Participant’s employment for any reason other than a Qualified Termination after the Vesting end of the Performance Period, and such units then the Company shall determine the Earned Award LTIP Units in accordance with the computation described in Section 3. The Earned Award LTIP Units shall be treated as Vested LTIP Units (as defined in the LLC Agreement) as of the Vesting Date and shall be converted into Class A Common Units in accordance with Section 8 of the Plan and the LLC Agreement.
Appears in 1 contract
Termination of Participant’s Employment. (a) If the Participant’s employment with the Employer terminates, the provisions of this Section 4 shall govern the treatment of the Award exclusively, regardless of the provisions of any employment, change in control or other agreement or arrangement to which the Participant is a party, or any termination or severance policies of the Parent Member then in effect, which shall be superseded by the Plan and this Agreement.
(b) In the event of termination of the Participant’s employment by reason of a Qualified Termination, the Participant shall retain the portion of the Award that has vested during the Vesting Period, and such units shall be treated Except as Vested LTIP Units (as defined in the LLC Agreement) and shall be converted into Class A Common Units in accordance with Section 8 of the Plan and the LLC Agreement. Unless otherwise determined by the CompanyCompany or as provided in Section 5 in the event of the occurrence of a Change in Corporate Control, the unvested portion of the Award shall, without payment of any consideration by the Company, automatically and without notice terminate, be forfeited and be and become null and void and neither the Participant nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested portion of the Award.
(c) As a condition of receiving any payments or benefits under the Plan and this Agreement on account of the Participant’s Qualified Termination, the Company may, in its sole discretion, require the Participant to deliver an irrevocable, effective release of claims in the form determined by the Company and/or an affirmation of continued compliance with the non-competition, non-solicitation, non-disparagement and non-disclosure covenants in favor of the Company and related persons as set forth in Section 4 of the Plan.
(d) In the event of a termination of a such Participant’s employment with the Parent Member and its Subsidiaries terminates for any reason other than a Qualified Termination, except as otherwise determined by Termination prior to the Company, then (i) end of the portion of this Award that is unvested shall, without payment of any consideration by the Company, automatically and without notice terminate, be forfeited and be and become null and voidPerformance Period, and neither the Participant nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in this Award and (ii) the Participant shall retain the Award. Upon a Qualified Termination, a prorated portion of the Award that has vested shall be eligible to vest following the end of the Performance Period and become Earned Award LTIP Units. Such prorated portion shall be determined by multiplying (i) the number of Earned Award LTIP Units earned following the end of the Performance Period determined in accordance with Section 3(a) by (ii) a fraction, the numerator of which shall be the number of complete months during which the Participant was an employee of the Parent Member during the Performance Period and the denominator of which shall be 48. In the event of a Qualified Termination, the Participant must continue to comply with all of the restrictive covenants set forth in Section 4 of the Plan through and including the Vesting PeriodDate as a condition precedent for any portion of such Participant’s Award to become Earned Award LTIP Units, regardless of any time limitations on one or more of such restrictive covenants set forth in Section 4 of the Plan and such units notwithstanding the level of achievement of the performance goals set forth in Annex 1. The Earned Award LTIP Units shall be treated as Vested LTIP Units (as defined in the LLC Agreement) as of the Vesting Date and shall be converted into Class A Common Units in accordance with Section 8 of the Plan and the LLC Agreement.
Appears in 1 contract
Samples: Outperformance Ltip Unit Agreement (Welltower Inc.)
Termination of Participant’s Employment. (a) If the Participant’s employment with the Employer terminates, the provisions of this Section 4 shall govern the treatment of the Award exclusively, regardless of the provisions of any employment, change in control or other agreement or arrangement to which the Participant is a party, or any termination or severance policies of the Parent Member then in effect, which shall be superseded by the Plan and this Agreement.
(b) In the event of termination of the Participant’s employment by reason of a Qualified Termination prior to the end of the Performance Period, then the Company shall determine the Earned Award LTIP Units as follows: The Earned Award LTIP Units shall be determined in accordance with the computation described in Section 3(a) as if the Performance Period ended on the calendar quarter end immediately preceding the date of the Participant’s Qualified Termination; provided, however, that such Earned Award LTIP Units shall be multiplied by a fraction, the numerator of which shall be the number of complete months during which the Participant shall retain the portion was an employee of the Award that has vested Parent Member or its Affiliates during the Vesting Performance Period and the denominator of which shall be the total number of months in the Performance Period, and such units . The Earned Award LTIP Units shall be treated as Vested LTIP Units (as defined in the LLC Agreement) as of the Vesting Date and shall be converted into Class A Common Units in accordance with Section 8 of the Plan and the LLC Agreement. Unless otherwise determined by the Company, the unvested portion of the Award shall, without payment of any consideration by the Company, automatically and without notice terminate, be forfeited and be and become null and void and neither the Participant nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested portion of the Award.
(c) In the event of termination of the Participant’s employment by reason of a Qualified Termination after the end of the Performance Period, then the Company shall determine the Earned Award LTIP Units in accordance with the computation described in Section 3. The Earned Award LTIP Units shall be treated as Vested LTIP Units (as defined in the LLC Agreement) as of the Vesting Date and shall be converted into Class A Common Units in accordance with Section 8 of the Plan and the LLC Agreement.
(d) As a condition of receiving any payments or benefits under the Plan and this Agreement on account of the Participant’s Qualified Termination, the Company may, in its sole discretion, require the Participant to deliver an irrevocable, effective release of claims in the form determined by the Company and/or an affirmation of continued compliance with the non-competition, non-solicitation, non-disparagement and non-disclosure covenants in favor of the Company and related persons as set forth in Section 4 of the Plan.
(de) In the event of a termination of a Participant’s employment for any reason other than a Qualified TerminationTermination prior to the end of the Performance Period, except as otherwise determined by the Company, then (i) the portion of this Award that is unvested shall, without payment of any consideration by the Company, automatically and without notice terminate, be forfeited and be and become null and void, and neither the Participant nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in this Award and (ii) Award. In the Participant shall retain the portion event of a termination of the Award that has vested during Participant’s employment for any reason other than a Qualified Termination after the Vesting end of the Performance Period, and such units then the Company shall determine the Earned Award LTIP Units in accordance with the computation described in Section 3. The Earned Award LTIP Units shall be treated as Vested LTIP Units (as defined in the LLC Agreement) as of the Vesting Date and shall be converted into Class A Common Units in accordance with Section 8 of the Plan and the LLC Agreement.
Appears in 1 contract
Termination of Participant’s Employment. (a) If the Participant’s employment with the Employer terminates, the provisions of this Section 4 shall govern the treatment of the Award exclusively, regardless of the provisions of any employment, change in control or other agreement or arrangement to which the Participant is a party, or any termination or severance policies of the Parent Member then in effect, which shall be superseded by the Plan and this Agreement.
(b) In the event of termination of the Participant’s employment by reason of a Qualified Termination, the Participant shall retain the portion of the Award that has vested during the Vesting Period, and such units shall be treated as Vested LTIP Units (as defined in the LLC Agreement) and shall be converted into Class A Common Units in accordance with Section 8 of the Plan and the LLC Agreement. Unless otherwise determined by the Company, the unvested portion of the Award shall, without payment of any consideration by the Company, automatically and without notice terminate, be forfeited and be and become null and void and neither the Participant nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested portion of the Award.
(c) As a condition of receiving any payments or benefits under the Plan and this Agreement on account of the Participant’s Qualified Termination, the Company may, in its sole discretion, require the Participant to deliver an irrevocable, effective release of claims in the form determined by the Company and/or an affirmation of continued compliance with the non-competition, non-solicitation, non-disparagement and non-disclosure covenants in favor of the Company and related persons as set forth in Section 4 of the Plan.
(d) In the event of a termination of a Participant’s employment for any reason other than a Qualified Termination, except as otherwise determined by the Company, then (i) the portion of this Award that is unvested shall, without payment of any consideration by the Company, automatically and without notice terminate, be forfeited and be and become null and void, and neither the Participant nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in this Award and (ii) the Participant shall retain the portion of the Award that has vested during the Vesting Period, and such units shall be treated as Vested LTIP Units (as defined in the LLC Agreement) and shall be converted into Class A Common Units in accordance with Section 8 of the Plan and the LLC Agreement.
Appears in 1 contract
Samples: Ltip Unit Agreement (Welltower Inc.)
