Vesting of Benefits. Notwithstanding any other provision of this Agreement, the Company's employee benefit plans, any agreement entered into under such plans, or any retirement, pension, profit sharing or other similar plan (collectively, the "Plans"), upon the occurrence of a Severance Event, all deferred or unvested portions of any award made to the Executive under any of the Plans shall automatically become fully vested as of the Termination Date or the Change of Control Date, as the case may be, and shall be in effect and redeemable by or payable to the Executive, or the Executive's designated beneficiary or estate, on the same conditions (other than vesting) as would have applied had the Severance Event not occurred.
Vesting of Benefits. Notwithstanding anything herein to the contrary, WMB shall take all steps necessary, including amending any WMB DB Plan, so that, as of the Benefits Commencement Date, each WPX Employee and Delayed Transfer Employee who is a participant in a WMB DB Plan shall be fully vested in his or her benefits under each WMB DB Plan in which such WPX Employee participated while an employee of a member of the WMB Group.
Vesting of Benefits. Notwithstanding anything in this Agreement, the Company’s Stock Option Plan (the “Plan”), any agreement entered into under the Plan, or under any retirement, pension, profit sharing or other similar plan, upon the occurrence of a Change in Control, all deferred or unvested portions of any award made to Executive under any of the foregoing plans and agreements shall automatically become fully vested in Executive and shall be in effect and redeemable by or payable to Executive, or Executive’s designated beneficiary or estate, on the same conditions (other than vesting) as would have applied had the Change in Control not occurred. All unvested awards under the Plan shall immediately vest upon the Change in Control and Executive shall have the right to exercise any vested awards during the balance of the awards’ term.
Vesting of Benefits. Except to the extent specified in the Plan, Incentive Units granted herein are subject to forfeiture in the event your employment terminates prior to the time a Disposition Event occurs. If you experience a termination of employment prior to the time a Disposition Event occurs, you will immediately forfeit any Units and the corresponding right to your pro-rata share of any Incentive Bonus Pool. Notwithstanding the foregoing, however, in the event that you are terminated by the Company (other than for Cause (as defined in the Plan)) or terminate for Good Reason (as defined in the Plan) within six months prior to a Disposition Event, but subsequent to such time as negotiations or discussions which ultimately lead to a Disposition Event have commenced, then you will be treated as a Participant entitled to the benefits set forth in the Plan, as if you continued to be an Employee on the date of the Disposition Event. If you are employed by the Company or an Affiliate at the time a Disposition Event Occurs, you will be entitled to receive a benefit equal to the proportionate share of the Incentive Bonus Pool determined by the number of Incentive Units subject to this Award as a percentage of all outstanding Incentive Units subject to all Awards.
Vesting of Benefits. Notwithstanding anything to the contrary in Section 4.01 of this Agreement, TWX shall take all steps necessary, including amending any TWX Pension Plan, so that, as of the Distribution Date, each Post-Separation AOL Employee shall be fully vested in his or her benefits under each TWX Pension Plan in which such Post-Separation AOL Employee participated while an employee of a member of the TWX Group.
Vesting of Benefits. If the Executive's employment terminates as a result of Involuntary Termination other than Cause, Disability, or death within twelve (12) months of a Change-in-Control or, prior thereto, if resulting from a Change-in-Control, then any unvested benefits on the date of termination, including stock options, restricted stock, stock appreciation rights, growth units, or other incentive compensation (other than target bonus), shall immediately accelerate and become fully vested and exercisable. The Executive shall thereupon have fully vested rights to such benefits in accordance with the terms of applicable plan or agreement.
Vesting of Benefits. From and after the Effective Time, Successor ParentCo shall possess and from time to time may exercise each and every right and power of ParentCo under the Exchange Agreement in the name of ParentCo or otherwise and any act or proceeding by any provision of this agreement required to be done or performed by the board of directors of ParentCo or any officers of ParentCo may be done and performed with like force and effect by the directors or officers of Successor ParentCo.
Vesting of Benefits. In the event that this Agreement is terminated by the Company (other than with cause as described in Section 12 of this Agreement) or by the Executive with cause as described in Section 14 of this Agreement (but only after a change of control has occurred in the event of a resignation for good reason), all stock options granted by the Company to the Executive (whether prior to or after the Effective Date), all contributions made by the Company for the account of the Executive to any pension, thrift or any other benefit plan, and all other benefits or bonuses which contain vesting or exercisability provisions conditioned upon or subject to the continued employment of the Executive, shall become fully vested and exercisable; provided, however, that if any such amount, benefit, or payment cannot become fully vested pursuant to such plan or arrangement on account of limitations imposed by law, the Executive shall be entitled, to the extent permitted by law, to receive from the Company an amount in cash payable within 30 days of the date of termination equal to the total amount of benefits or payments which the Executive will have to forfeit pursuant to such plan or arrangement on account of such termination of employment.
Vesting of Benefits. In the event of a "Change of Control", a Participant shall, notwithstanding any other provision of the Plan, immediately become fully vested in the greater of: (i) his retirement benefits as described in Section 5.1, or (ii) the Change of Control Benefit Amount set forth in Schedule B or C.
Vesting of Benefits. (i) In the event that this Agreement is terminated prior to the expiration of the Initial Term by the Company (other than with cause as described in Section 13 of this Agreement) or by the Executive with cause as described in Section 15 of this Agreement, long term stock incentives, all contributions made by the Company for the account of the Executive to any pension, thrift or any other benefit plan, and all other benefits or bonuses which contain vesting or exercisability provisions or restriction periods conditioned upon or subject to the continued employment of the Executive, shall become fully vested and exercisable and any restriction periods shall terminate to the extent allowed by law and the terms of any plans and arrangements governing same and, where applicable and allowable, the Committee shall take such action to effectuate the foregoing; provided, however, that if any such amount, benefit, or payment cannot become fully vested or a restriction period cannot be early terminated pursuant to such plan or arrangement on account of limitations imposed by law or the terms of such plan or arrangement, the Executive shall be entitled, to the extent permitted by law, to receive from the Company an amount in cash payable within 30 days of the date of termination equal to the total amount of benefits or payments which the Executive will have to forfeit pursuant to such plan or arrangement on account of such termination of employment, except that if at the time of his termination of employment Executive is a “specified employee” under IRC Section 409A, then payment of such amount shall be delayed until the date six months after Executive’s termination of employment.
(ii) In the event that this Agreement is terminated on or after the expiration of the Initial Term (other than by the Company for cause as described in Section 13 of this Agreement), long term stock incentives, all contributions made by the Company for the account of the Executive to any pension, thrift or any other benefit plan, and all other benefits or bonuses which contain vesting or exercisability provisions or restriction periods conditioned upon or subject to the continued employment of the Executive, shall become fully vested and exercisable and any restriction periods shall terminate to the extent allowed by law and the terms of any plans and arrangements governing same and, where applicable and allowable, the Committee shall take such action to effectuate the foregoing; provided, ho...
