Vesting and Termination. (a) Except as expressly set forth in this Section 2, the Earned Award shall vest and be paid to the Participant in accordance with the Grant Notice above.
(b) Notwithstanding anything herein to the contrary, in the event of a Qualifying Reorganization on or prior to December 31, 2017, (i) the Participant shall retain any portion of the Earned Award previously paid to the Participant hereunder and (ii) for the applicable Quarterly Performance Period during which such Qualifying Reorganization occurs, a portion of the Award in respect of such Quarterly Performance Period, determined based on actual performance through the date of such Qualifying Reorganization and pro-rated based on the number of days elapsed during the applicable Quarterly Performance Period through the effective date of such Qualifying Reorganization, shall immediately become an Earned Award and shall vest in full.
(c) Notwithstanding anything herein to the contrary, upon the first to occur of
(i) the Participant’s Termination of Service by the Employer due to the Participant’s death or Disability prior to the 2017 Determination Date, a portion of the Award equal to the positive difference, if any, between (x) the Target 2017 Cash Award (or such other amount as the Committee may, in its sole discretion, determine based on Production Performance and XXX Performance data available as of the date of the Participant’s Termination of Service), and (y) the Earned Award (if any) previously paid or payable to the Participant shall immediately become an Earned Award and shall vest in full;
(ii) (A) the Participant’s Termination of Service by the Employer without Cause or by the Participant for Good Reason, or (B) a Change of Control, in each case, on or prior to December 31, 2017, then, for the applicable Quarterly Performance Period during which such event occurs, a portion of the Award in respect of such Quarterly Performance Period, determined based on actual performance through the date of such event and pro-rated based on the number of days elapsed during the applicable Quarterly Performance Period through the date of such event, shall immediately become an Earned Award and shall vest in full; or
(iii) (A) the Participant’s Termination of Service by the Employer without Cause or by the Participant for Good Reason, (B) a Change of Control, or (C) a Qualifying Reorganization, in each case, on or after January 1, 2018 and prior to the 2017 Determination Date, then
(1) with respect to the Q4 Perfo...
Vesting and Termination. The RSUs shall vest and shall terminate in such amounts and at such times as are set forth in the Grant Notice. No portion of the RSUs which has not become vested at the date of the Participant’s termination of employment with the Company shall thereafter become vested.
Vesting and Termination. 16.1 This Agreement may be terminated by either party by providing at least thirty (30) days written notice to the other party.
16.2 This Agreement may be terminated by Empire Life immediately in the event that Broker materially breaches any provision of this Agreement.
16.3 In the event this Agreement is terminated:
(a) each party shall pay to the other any and all amounts then owed under this Agreement; and,
(b) Broker shall return to Empire Life all software, copies of manuals, policies and other materials in Broker’s possession, relating to the generation of new business for Empire Life, including any advertising and promotional materials.
16.4 Compensation payable under this Agreement vests immediately upon termination. Subject to the provisions of the Termination of Commissions section below, Broker shall continue to be entitled to commissions on premiums paid to Empire Life after the termination of this Agreement with respect to any policies put in force by Broker under this Agreement until the end of the applicable commission paying period(s).
Vesting and Termination. Your option is 100% vested and therefore, may be exercised for up to three months following the termination of your employment with the Company.
Vesting and Termination. (a) Subject to the following provisions, the Subject RSUs shall vest in accordance with the vesting schedule set forth above.
(b) The vesting of unvested Subject RSUs shall accelerate and vest in full (i) upon Participant’s termination of employment by reason of death, (ii) upon Participant’s termination of employment by reason of “Disability,” (iii) upon Participant’s termination of employment for “Good Reason,” (iv) upon Participant’s termination of employment by the Company other than for “Cause,” (v) upon Participant’s termination of employment by the Company during the “Protection Period,” other than for Cause, (vi) upon Participant’s termination of employment during the Protection Period for Good Reason and (vii) immediately prior to (and contingent upon the effectiveness of) the closing of a “Corporate Transaction” (as defined in Section 24 the Plan) in which any surviving corporation or acquiring corporation does not assume this Agreement or substitute a similar award.
(c) For the purposes of this Agreement, the terms “Disability”, “Good Reason”, “Cause” and “Protection Period” shall have the meanings set forth in the Employment Agreement dated , between the Company and Participant.
Vesting and Termination. The RPUs shall vest in such amounts and at such times as are set forth in the Grant Notice above, provided, that the RPUs shall vest in full upon any earlier occurrence of (a) the Participant’s Separation from Service without Cause, for Good Reason or due to the Participant’s death or Disability, or (b) a Change of Control and, in any case, shall be subject to the payment provisions contained in Section 5 below. No portion of the RPUs which has not become vested at the date of the Participant’s Separation from Service shall thereafter become vested. In the event of the Participant’s Separation from Service for any reason other than as set forth in (a) and (b) of this Section, all RPUs that have not vested prior to or in connection with such Separation from Service shall thereupon automatically be forfeited by the Participant without further action and without payment of consideration therefor.
Vesting and Termination. The number of PSUs that are earned and eligible to vest is determined as set forth in this Section 3 or in Appendix B, if applicable.
Vesting and Termination. The Holder shall not have the right to exercise, pursuant to Section 6 above, or convert, pursuant to Section 7 above, any portion of this Warrant that has not vested. The right to exercise or convert the Warrant Stock shall vest as to 20% of the Warrant and the underlying Warrant Stock on the date of this Warrant and on each of the first four anniversaries of the date of this Warrant. There shall be no condition or contingency to the vesting of this Warrant other than such passage of time. This Warrant shall terminate on the fifth anniversary of the date of this Warrant and no longer be exercisable at 5:00 p.m. California time, on January 26, 2016. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Vesting and Termination. The Earned Award shall vest and be paid to the Participant in accordance with the Grant Notice above, provided, that, upon the first to occur of (i) the Participant’s Termination of Service by the Employer without Cause, by the Participant for Good Reason or due to the Participant’s death or Disability, (ii) a Change of Control or (iii) the effective date of a plan of reorganization of the Company, the Partnership or the Employer in a case under Chapter 11 of the Bankruptcy Code, in each case prior to December 31, 2016, any portion of the Target Cash Award set forth on Exhibit A that is then unpaid and outstanding shall become an Earned Award and vest in full (and, for the avoidance of doubt, no portion of the Maximum Award set forth on Exhibit A shall be deemed earned or vested). The date of any event described in clause (i), (ii) or (iii) of the preceding sentence shall be deemed the “Vesting Date” for any portion of the Target Cash Award that becomes an Earned Award and vests in connection therewith as provided in this Section 3. Except as set forth in this Section 3, no portion of the Award that has not become vested at the date of the Participant’s Termination of Service shall thereafter become vested and/or payable.
Vesting and Termination. Upon termination of employment with the Employer for any reason on or prior to December 31, 2016, the Performance Share Units shall be forfeited without any consideration. From and after January 1, 2017, the Performance Share Units shall, subject to Section 3.1 above, be fully vested and shall not be subject to forfeiture in the event Participant’s employment with Employer terminates for any reason. For the avoidance of doubt, the Performance Share Units shall be paid out under Section 2 notwithstanding any prior termination of employment so long as such termination of employment occurs after December 31, 2016.
