VESTING; TERMINATION OF EMPLOYMENT OR SERVICE Sample Clauses

VESTING; TERMINATION OF EMPLOYMENT OR SERVICE. (a) All of the Award Shares are nonvested and forfeitable as of the Grant Date. For clarity, as used in this Agreement, the term “vest” means the lapse of restrictions on the Award Shares in accordance with the terms of this Agreement. (b) The Award Shares shall become vested and nonforfeitable, if at all, in accordance with the rules set forth below, provided that your service with the Company as a member of its Board of Directors ( “Service”) is continuous from the Grant Date through the applicable vesting date. No Award Shares shall vest or become nonforfeitable after the date your Service terminates for any reason. If your Service with the Company ceases for any reason, all Award Shares that are not then vested and nonforfeitable will be immediately forfeited by you and transferred to the Company upon such cessation for no consideration. (c) Vesting of the Award Shares is conditioned upon your continuous Service through the applicable vesting date. The aggregate number of whole Award Shares subject to this Agreement that shall have become vested as of any date is determined by multiplying the number of Award Shares listed above by the following percentage and rounding down: Prior to August 27, 2009 0% On or after August 27, 2009 and prior to August 27, 2010 33.3% On or after August 27, 2010 and prior to August 27, 2011 66.6% On or after August 27, 2011 100% As provided in Section 3 below, an Award Share becomes transferable 11 months after the date on which it becomes vested and nonforfeitable.
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VESTING; TERMINATION OF EMPLOYMENT OR SERVICE. (a) All of the Award Shares are nonvested and forfeitable as of the Grant Date. For clarity, as used in this Agreement, the term “vest” means the lapse of restrictions on the Award Shares in accordance with the terms of this Agreement. (b) The Award Shares shall become vested and nonforfeitable, if at all, in accordance with the rules set forth below, provided that your employment or other service with the Company or its affiliate (such employment or other service with the Company or its affiliate referred to hereafter as “Service”) is continuous from the Grant Date through the applicable vesting date and the conditions for vesting have been satisfied. No Award Shares shall vest or become nonforfeitable after the date your Service terminates for any reason. If your Service with the Company ceases for any reason, all Award Shares that are not then vested and nonforfeitable will be immediately forfeited by you and transferred to the Company upon such cessation for no consideration. (c) Vesting of the Award Shares is conditioned upon your continuous Service through the applicable vesting date and the Company achieving the financial performance target set forth in the table below for that vesting date. Specifically, the financial performance targets set forth in the table are based on a 20% increase, compounded annually, in fundamental earnings per share (diluted) (expressed in South African rand) (referred to hereafter as “Fundamental EPS”) above the Fundamental EPS for the fiscal year ended June 30, 2007. For this purpose, Fundamental EPS are calculated by adjusting GAAP earnings per share (diluted) (as reflected in the Company’s audited consolidated financial statements) to exclude the effects related to the amortization of intangible assets, stock-based compensation charges, one-time, large, unusual expenses as determined in the discretion of the Committee, and assuming a constant tax rate of 30%. If the Fundamental EPS for the specified fiscal year do not equal or exceed the Fundamental EPS Target specified in the table, no Award Shares will become vested and nonforfeitable on the corresponding vesting date. Any Award Shares that do not become vested and nonforfeitable because the Fundamental EPS Target is not met for the specified fiscal year remain outstanding and are available to become vested and nonforfeitable as of a subsequent vesting date if the Fundamental EPS Target for a subsequent fiscal year is met; provided that your Service continues throug...
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VESTING; TERMINATION OF EMPLOYMENT OR SERVICE. (a) All of the Award Shares are nonvested and forfeitable as of the Grant Date. For clarity, as used in this Agreement, the term “vest” means the lapse of restrictions on the Award Shares in accordance with the terms of this Agreement. (b) The Award Shares shall become vested and nonforfeitable, if at all, in accordance with the rules set forth below, provided that your employment or other service with the Company or its affiliate (such employment or other service with the Company or its affiliate referred to hereafter as “Service”) is continuous from the Grant Date through the applicable vesting date and the conditions for vesting have been satisfied. No Award Shares shall vest or become nonforfeitable after the date your Service terminates for any reason. If your Service with the Company ceases for any reason, all Award Shares that are not then vested and nonforfeitable will be immediately forfeited by you and transferred to the Company upon such cessation for no consideration. (c) Vesting of the Award Shares is conditioned upon your continuous Service through the applicable vesting date. [Insert any applicable performance criteria]
Sample 1Sample 2
VESTING; TERMINATION OF EMPLOYMENT OR SERVICE. (a) All of the Award Shares are nonvested and forfeitable as of the Grant Date. For clarity, as used in this Agreement, the term “vest” means the lapse of restrictions on the Award Shares in accordance with the terms of this Agreement. (b) The Award Shares shall become vested and nonforfeitable, if at all, in accordance with the rules set forth below, provided that your employment or other service with the Company or its affiliate (such employment or other service with the Company or its affiliate referred to hereafter as “Service”) is continuous from the Grant Date through the applicable vesting date and the conditions for vesting have been satisfied. No Award Shares shall vest or become nonforfeitable after the date your Service terminates for any reason. If your Service with the Company ceases for any reason, all Award Shares that are not then vested and nonforfeitable will be immediately forfeited by you and transferred to the Company upon such cessation for no consideration. Any accrued dividends attributable to such forfeited Award Shares shall also be forfeited if and when the Award Shares are forfeited. (c) Vesting of the Award Shares is conditioned upon your continuous Service through the applicable vesting date and the achievement of the following performance targets: [Insert applicable performance criteria]. (d) You acknowledge and agree that upon the forfeiture of any unvested Award Shares in accordance with this Section 2, (i) your right to vote and to receive cash dividends on, and all other rights, title or interest in, to or with respect to, the forfeited Award Shares shall automatically, without further act, terminate and (ii) the forfeited Award Shares shall be returned to the Company. You hereby irrevocably appoint (which appointment is coupled with an interest) the Company as your agent and attorney-in-fact to take any necessary or appropriate action to cause the forfeited Award Shares to be returned to the Company, including without limitation executing and delivering stock powers and instruments of transfer, making endorsements and/or making, initiating or issuing instructions or entitlement orders, all in your name and on your behalf. You hereby ratify and approve all acts done by the Company as such attorney-in-fact. Without limiting the foregoing, you expressly acknowledge and agree that any transfer agent for the Common Stock of the Company is fully authorized and protected in relying on, and shall incur no liability in acting on,...
Sample 1
VESTING; TERMINATION OF EMPLOYMENT OR SERVICE. (a) All of the Award Shares are nonvested and forfeitable as of the Grant Date. For clarity, as used in this Agreement, the term “vest” means the lapse of restrictions on the Award Shares in accordance with the terms of this Agreement. (b) The Award Shares shall become vested and nonforfeitable, if at all, in accordance with the rules set forth below, provided that your service with the Company as a member of its Board of Directors ( “Service”) is continuous from the Grant Date through the applicable vesting date. No Award Shares shall vest or become nonforfeitable after the date your Service terminates for any reason. If your Service with the Company ceases for any reason, all Award Shares that are not then vested and nonforfeitable will be immediately forfeited by you and transferred to the Company upon such cessation for no consideration. (c) Vesting of the Award Shares is conditioned upon your continuous Service through the applicable vesting date. The aggregate number of whole Award Shares subject to this Agreement that shall have become vested as of any date is determined by multiplying the number of Award Shares listed above by the following percentage and rounding down: Prior to the first anniversary of the Grant Date 0% On or after the first anniversary of the Grant Date and prior to the second anniversary of the Grant Date 33.333% On or after the second anniversary of the Grant Date and prior to the third anniversary of the Grant Date 66.666% On or after the third anniversary of the Grant Date 100%
Sample 1

Related to VESTING; TERMINATION OF EMPLOYMENT OR SERVICE

  • Termination of Employment or Service (a) Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan). (b) If the Participant’s employment or service is terminated by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee. (f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:

  • Qualifying Termination of Employment A “Qualifying Termination of Employment” shall mean a termination of Executive’s employment during the Protected Period either (a) by the Company other than for Cause or (b) by Executive for a Good Reason. The Executive’s death or Disability during the Protected Period shall not constitute a Qualifying Termination of Employment.

  • Compensation Following Termination of Employment In the event that Executive's employment hereunder is terminated, Executive shall be entitled to the following compensation and benefits upon such termination:

  • Termination of Employment Executive's employment hereunder may be terminated under the following circumstances:

  • Termination of Employment Due to Death or Disability If your employment with the Company terminates due to death or Disability, in each case, prior to the Vesting Date, your Adjusted PSUs will vest and convert into Shares on the Adjustment Date (even though you are not employed by the Company on the Vesting Date). Upon a termination of employment due to death, the Adjusted PSUs shall be delivered in accordance with Section 10.

  • Termination of Employment Relationship Your employment is terminable -------------------------------------- at will. That means that your employment relationship with Cardinal may be terminated by either party at any time, for any reason or no reason at all, subject to the notice provision addressed below. (a) Cardinal may terminate your employment for Cause effective immediately upon written notice. In the event that Cardinal terminates your employment for Cause, you will be entitled to earned and unpaid base salary and payment for any earned and unused vacation days through the last date of your employment.

  • Termination of Employment Severance Your immediate supervisor or the Company's Board of Directors may terminate your employment, with or without cause, at any time by giving you written notice of your termination, such termination of employment to be effective on the date specified in the notice. You also may terminate your employment with the Company at any time. The effective date of termination (the "Effective Date") shall be the last day of your employment with the Company, as specified in a notice by you, or if you are terminated by the Company, the date that is specified by the Company in its notice to you. The following subsections set forth your rights to severance in the event of the termination of your employment in certain circumstances by either the Company or you. Section 5 also sets forth certain restrictions on your activities if your employment with the Company is terminated, whether by the Company or you. That section shall survive any termination of this Agreement or your employment with the Company.

  • Voluntary Termination of Employment If during the Employment Term, Executive terminates his employment under circumstances other than those specified elsewhere in this Section 8, Executive shall be entitled to the payments and benefits specified in Section 8(a).

  • Termination of Employment Due to Death The Officer’s employment with the Bank shall terminate, automatically and without any further action on the part of any party to this Agreement, on the date of the Officer’s death. In such event, the Bank shall pay and deliver to his estate and surviving dependents and beneficiaries, as applicable, the Standard Termination Entitlements.

  • Other Termination of Employment In the event of your voluntary termination (other than a Retirement subject to Section 2(c) or a Qualifying Termination subject to Section 2(f)), or termination by the Company or a subsidiary of the Company for misconduct or other conduct deemed by the Company to be detrimental to the interests of the Company or a subsidiary of the Company, you shall forfeit all unvested RSUs on the date of termination.

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