Treatment of 2015 Buy-Out Award and Inducement Equity Award upon Termination of Employment Sample Clauses

Treatment of 2015 Buy-Out Award and Inducement Equity Award upon Termination of Employment. Subject to the Executive’s (or his executor’s, if applicable) (x) timely execution and nonrevocation of a Release (as defined below) upon any termination of employment described in this Section 4.03(d) and (y) continued compliance with the covenants set forth in Sections 6.01, 7.01, 8.01, 9.01, 9.02 and 13.03, any unvested portions of the 2015 Buy-Out Award and the Inducement Equity Award will: (i) fully vest upon a termination of the Executive’s employment without Cause or the Executive’s resignation from employment for Good Reason, but continue to be settled over the same vesting schedule as would have been applicable to such awards if such termination of employment had not occurred; and (ii) fully vest and immediately settle upon a termination of the Executive’s employment due to death or Permanent Disability. Upon any termination of the Executive’s employment other than as set forth in clauses (i) or (ii) above that occurs on or prior to the first anniversary of the Executive’s Start Date, the Executive shall (i) forfeit (x) in full the equity-based portion of the 2015 Buy-Out Award and (y) the then-unvested portion of the Inducement Equity Award and (ii) promptly (x) repay the Company a prorated amount of the cash portion of the 2015 Buy-Out Award and (y) return to the Company a prorated number of the shares subject to the 2016 Tranche, in each case with such proration based on the number of days between and including the Executive’s Start Date through the date the Executive’s employment terminates, relative to the number of days between and including the Executive’s Start Date and the first anniversary of the Executive’s Start Date. Upon any termination of the Executive’s employment other than as set forth in clauses (i) or (ii) above that occurs after the first anniversary of the Executive’s Start Date, all unvested portions of the 2015 Buy-Out Award and the Inducement Equity Award, if any, will be forfeited for no consideration.
Sample 1
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Related to Treatment of 2015 Buy-Out Award and Inducement Equity Award upon Termination of Employment

  • Benefits Upon Termination of Employment If the Executive is entitled to benefits pursuant to this Section 2, the Company agrees to pay or provide to the Executive as severance payment, the following:

  • Compensation Upon Termination of Employment If the Executive’s employment hereunder is terminated, in accordance with the provisions of Article III hereof, and except for any other rights or benefits specifically provided for herein to be effective following the Executive’s period of employment, the Company will provide compensation and benefits to the Executive only as follows:

  • Payments Upon Termination of Employment (a) If Executive’s employment with the Company is terminated by reason of:

  • Severance Compensation upon Termination of Employment If the Company shall terminate the Executive’s employment other than pursuant to Section 5(a), (b) or (c) or if the Executive shall terminate his employment for Good Reason, then the Company shall pay to the Executive as severance pay in a lump sum, in cash, on the fifth day following the Date of Termination, an amount equal to three (3) times the average of the aggregate annual compensation paid to the Executive during the three (3) fiscal years of the Company immediately preceding the Change of Control by the Company subject to United States income taxes (or, such fewer number of fiscal years if the Executive has not been employed by the Company during each of the preceding three (3) fiscal years).

  • Company Obligations Upon Termination of Employment During the Term of this Agreement, the Company shall have the following obligations upon the termination of the Executive’s employment with the Company as described in this Section 5:

  • Compensation and Benefits Upon Termination of Employment (a) If the Company shall terminate the Executive's employment after a Change in Control other than pursuant to Section 3(b), 3(c) or 3(d) and Section 3(f), or if the Executive shall terminate his employment for Good Reason, then the Company shall pay to the Executive, as severance compensation and in consideration of the Executive's adherence to the terms of Section 5 hereof, the following:

  • Termination of Employment and Options Vested Options shall terminate, to the extent not previously exercised, upon the occurrence of the first of the following events:

  • 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).

  • Rights Upon Termination of Employment The terms which regulate the treatment of the International Participant's Restricted Stock Units upon termination of employment are set out in the Plan and in the Award Documents. In summary, upon the International Participant's termination of employment for any reason other than death, Disability or Retirement, any unvested Restricted Stock Units shall be forfeited and cancelled on the date of such termination of employment.

  • Termination of Employment Agreement (a) Effective as of the Effective Date and immediately prior to the Effective Time, the Employment Agreement is hereby terminated and shall be of no further force or effect whatsoever; provided, however, that, and notwithstanding anything in this Agreement to the contrary, such termination shall be contingent on the closing of the Merger.

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