Common use of Vesting at Termination Clause in Contracts

Vesting at Termination. Upon termination of employment with the Employer for any reason the unvested portion of the Restricted Stock Units shall be forfeited without any consideration; provided, however, that, (i) upon termination of employment by the Employer without Employer’s Good Cause or by the Participant with Participant’s Good Cause, the Restricted Stock Units that would have become vested (but for such termination) under the schedule determined in Section 3.1 herein during the twelve (12) months from the date of termination of employment shall remain outstanding and be paid on the same schedule determined in Section 3.1 herein, (ii) upon termination of employment due to the Participant’s Retirement, so long as the date of termination is at least 6 months following the Effective Date, all unvested Restricted Stock Units shall remain outstanding and be paid on the same schedule determined in Section 3.1 herein, and (iii) upon termination of employment due to the Participant’s death or Disability, all unvested Restricted Stock Units shall become immediately vested and paid to the Participant within thirty (30) days following the date of termination. Any continued vesting provided for in the preceding sentence shall immediately cease and unvested Restricted Stock Units shall be forfeited in the event the Participant breaches any post-termination covenant with the Company or its affiliate in an employment agreement or set forth in Section 3.10 below (after taking into account any applicable cure period). Notwithstanding anything herein to the contrary, if Participant qualifies at the time of termination of employment for both a termination of employment due to Retirement (determined without regard to the 90-day notice requirement) and a termination by the Employer without Employer’s Good Cause, Participant shall be permitted to designate whether Participant’s employment is due to Participant’s Retirement or by the Employer without Employer’s Good Cause.

Vesting at Termination. Upon termination of employment with the Employer for any reason the unvested portion of the Restricted Stock Units shall be forfeited without any consideration; provided, however, that, (i) upon termination of employment by the Employer without Employer’s Good Cause or by the Participant with Participant’s Good Cause, the all unvested Restricted Stock Units that would have shall become immediately vested and shall be paid to the Participant within thirty (but for such termination30) under the schedule determined in Section 3.1 herein during the twelve (12) months from days following the date of termination of employment shall remain outstanding and be paid on the same schedule determined in Section 3.1 hereinemployment, (ii) upon termination of employment due to the Participant’s Retirement, so long as such termination constitutes a Special No-Cause Termination under Section 10.4.1 of the date of termination is at least 6 months following the Effective DateCurrent Employment Agreement, all unvested Restricted Stock Units shall remain outstanding become immediately vested and shall be paid on to the same schedule determined in Section 3.1 hereinParticipant within thirty (30) days following the date of termination of employment, and (iii) upon termination of employment due to the Participant’s death or Disability, all unvested Restricted Stock Units shall become immediately vested and shall be paid to the Participant within thirty (30) days following the date of terminationtermination of employment. Any continued vesting provided for in Notwithstanding the preceding sentence shall immediately cease foregoing, if at any time between the date of termination of employment and unvested the date of payment with respect to the Restricted Stock Units shall be forfeited in the event the Participant breaches any post-termination covenant with the Company or its affiliate in an employment agreement or set forth in Section 3.10 below (after taking into account any applicable cure period), all Restricted Stock Units shall be forfeited (regardless of whether vested or unvested). Notwithstanding anything herein to the contrary, if Participant qualifies at the time of termination of employment for both a termination of employment due to Retirement (determined without regard to the 90-day notice requirement) and a termination by the Employer without Employer’s Good Cause, Participant shall be permitted to designate whether Participant’s employment is due to Participant’s Retirement or by the Employer without Employer’s Good Cause.

Vesting at Termination. Upon termination of employment with the Employer for any reason the unvested portion of the Restricted Stock Units shall be forfeited without any consideration; provided, however, that, (i) upon termination of employment by the Employer without Employer’s Good Cause or by the Participant with Participant’s Good Cause, the Restricted Stock Units that would have become vested (but for such termination) under the schedule determined in Section 3.1 herein during the twelve (12) months from the date of termination of employment shall remain outstanding and be paid on the same schedule determined in Section 3.1 herein; provided further, that if (1) the date of such termination is at least 6 months following the Effective Date and (2) upon the date of such termination, the Participant is not eligible for Retirement, then all unvested Restricted Stock Units shall become immediately vested and paid to the Participant within thirty (30) days following the date of termination, (ii) upon termination of employment due to the Participant’s Retirement, so long as the date of termination is at least 6 months following the Effective Date, all unvested Restricted Stock Units shall remain outstanding and be paid on the same schedule determined in Section 3.1 herein, and (iii) upon termination of employment due to the Participant’s death or Disability, all unvested Restricted Stock Units shall become immediately vested and paid to the Participant within thirty (30) days following the date of termination. Any continued vesting provided for in the preceding sentence shall immediately cease and unvested Restricted Stock Units shall be forfeited in the event the Participant breaches any post-termination covenant with the Company or its affiliate in an employment agreement or set forth in Section 3.10 below (after taking into account any applicable cure period). Notwithstanding anything herein to the contrary, if Participant qualifies at the time of termination of employment for both a termination of employment due to Retirement (determined without regard to the 90-day notice requirement) and a termination by the Employer without Employer’s Good Cause, Participant shall be permitted to designate whether Participant’s employment is due to Participant’s Retirement or by the Employer without Employer’s Good Cause.

Vesting at Termination. Upon termination of employment with the Employer for any reason the unvested portion of the Restricted Stock Performance Share Units shall be forfeited without any consideration; provided, however, that, (i) upon termination of employment by the Employer without Employer’s Good Cause or by the Participant with Participant’s Good Cause, a pro-rata portion of the Restricted Stock Units Performance Share Units, if any, that would have become vested (but for such termination) under the schedule determined in Section 3.1 herein herein, determined based on the number of days Participant was employed during the Performance Period plus an additional twelve (12) months from (or, if shorter, through the date end of termination of employment the Performance Period), shall remain outstanding and be paid on the same schedule determined in Section 3.1 herein, (ii) upon termination of employment due to the Participant’s Retirement, so long as the date of termination is at least 6 months following the Effective Date, all unvested Restricted Stock Units a pro-rata portion of the Performance Share Units, if any, that would have become vested (but for such termination) under the schedule determined in Section 3.1 herein, determined based on the number of days Participant was employed during the Performance Period, shall remain outstanding and be paid on the same schedule determined in Section 3.1 herein, and (iii) upon termination of employment due to the Participant’s death or Disability, all unvested Restricted Stock Units the Performance Share Units, shall become immediately vested with respect to the Applicable Portion of the Performance Share Units and paid to the Participant within thirty (30) days following the date of termination. Any continued vesting provided for in the preceding sentence shall immediately cease and unvested Restricted Stock Performance Share Units shall be forfeited in the event the Participant breaches any post-termination covenant with the Company or its affiliate in an employment agreement or set forth in Section 3.10 below (after taking into account any applicable cure period). For purposes of this Section 3.2, the “Applicable Portion” of the Performance Share Units means (i) if the Participant’s termination of employment occurs within the first twelve (12) months of the Performance Period, the Target Award, and (ii) if the Participant’s termination of employment occurs after the first twelve (12) months of the Performance Period, the portion of the Performance Share Units that would vest pursuant to Section 3.1 assuming that the Company’s total stockholder return performance continued through the end of the Performance Period at the same annualized rate achieved during the portion of the Performance Period completed up to the date of termination. Notwithstanding anything herein to the contrary, if Participant qualifies at the time of termination of employment for both a termination of employment due to Retirement (determined without regard to the 90-day notice requirement) and a termination by the Employer without Employer’s Good Cause, Participant shall be permitted to designate whether Participant’s employment is due to Participant’s Retirement or by the Employer without Employer’s Good Cause.

Vesting at Termination. Upon termination of employment with the Employer for any reason the unvested portion of the Restricted Stock Units shall be forfeited without any consideration; provided, however, that, subject to the satisfaction of the Performance Criteria, (i) upon termination of employment by the Employer without Employer’s Good Cause or by the Participant with Participant’s Good Cause, the Restricted Stock Units that would have become vested (but for such termination) under the schedule determined in Section 3.1 herein during the twelve (12) months from the date of termination of employment shall remain outstanding and be paid on the same schedule determined in Section 3.1 herein, (ii) upon termination of employment due to the Participant’s the Retirement, so long as the date of termination is at least 6 months following the Effective Date, all unvested Restricted Stock Units shall remain outstanding and be paid on the same schedule determined in Section 3.1 herein, and (iii) upon termination of employment due to the Participant’s death or Disability, all unvested Restricted Stock Units shall become immediately vested and paid to the Participant within thirty (30) days following the date of termination. Any continued vesting provided for in the preceding sentence shall immediately cease and unvested Restricted Stock Units shall be forfeited in the event the Participant breaches any post-termination covenant with the Company or its affiliate in an employment agreement or set forth in Section 3.10 below (after taking into account any applicable cure period). Notwithstanding anything herein to the contrary, if Participant qualifies at the time of termination of employment for both a termination of employment due to Retirement (determined without regard to the 90-day notice requirement) and a termination by the Employer without Employer’s Good Cause, Participant shall be permitted to designate whether Participant’s employment is due to Participant’s Retirement or by the Employer without Employer’s Good Cause.

Vesting at Termination. Upon termination of employment with the Employer for any reason the unvested portion of the Restricted Stock Performance Share Units shall be forfeited without any consideration; provided, however, that, (i) upon termination of employment by the Employer without Employer’s Good Cause or by the Participant with Participant’s Good Cause, a pro-rata portion of the Restricted Stock Units Performance Share Units, if any, that would have become vested (but for such termination) under the schedule determined in Section 3.1 herein herein, determined based on the number of days Participant was employed during the Performance Period plus an additional twelve (12) months from (or, if shorter, through the date end of termination of employment the Performance Period), shall remain outstanding and be paid on the same schedule determined in Section 3.1 herein, (ii) upon termination of employment due to the Participant’s Retirement, so long as the date of termination is at least 6 months following the Effective Date, all unvested Restricted Stock Units the Performance Share Units, if any, that would have become vested (but for such termination) under the schedule determined in Section 3.1 herein shall remain outstanding and be paid on the same schedule determined in Section 3.1 herein, and (iii) upon termination of employment due to the Participant’s death or Disability, all unvested Restricted Stock Units the Performance Share Units, shall become immediately vested with respect to the Applicable Portion of the Performance Share Units and paid to the Participant within thirty (30) days following the date of termination. Any continued vesting provided for in the preceding sentence shall immediately cease and unvested Restricted Stock Performance Share Units shall be forfeited in the event the Participant breaches any post-termination covenant with the Company or its affiliate in an employment agreement or set forth in Section 3.10 below (after taking into account any applicable cure period). For purposes of this Section 3.2, the “Applicable Portion” of the Performance Share Units means (i) if the Participant’s termination of employment occurs within the first twelve (12) months of the Performance Period, the Target Award, and (ii) if the Participant’s termination of employment occurs after the first twelve (12) months of the Performance Period, the portion of the Performance Share Units that would vest pursuant to Section 3.1 assuming that the Company’s total stockholder return performance continued through the end of the Performance Period at the same annualized rate achieved during the portion of the Performance Period completed up to the date of termination. Notwithstanding anything herein to the contrary, if Participant qualifies at the time of termination of employment for both a termination of employment due to Retirement (determined without regard to the 90-day notice requirement) and a termination by the Employer without Employer’s Good Cause, Participant shall be permitted to designate whether Participant’s employment is due to Participant’s Retirement or by the Employer without Employer’s Good Cause.