Authorized Retirement definition
Examples of Authorized Retirement in a sentence
In the case of any termination of the Participant’s employment due to the Participant’s voluntary resignation from the Company and its Subsidiaries that does not constitute an Authorized Retirement, or due to an event set forth in Section 4(b)(ii) or 4(b)(iii)(2), the vested portion of the Option shall expire on the earlier of (x) the last day of the Option Period and (y) the 90th day following the date of such termination.
In the case of the Participant’s Authorized Retirement, the vested portion of the Option shall expire on the earliest of (x) the last day of the Option Period, (y) the one-year anniversary of the last Vesting Date and (z) the date of any breach of the restrictive covenants provided in Section 9 herein.
Notwithstanding anything contrary in this Agreement, if, on or prior to the applicable Vesting Date, the Participant’s employment is terminated due to an Authorized Retirement, subject to the Release Condition, each unvested RSU will be settled by the Company within 60 days following the Participant’s Authorized Retirement through the issuance of a restricted share of the Company’s common stock (the “Restricted Stock”), which shall remain forfeitable until the applicable Vesting Date.
For purposes of clause (ii) of the preceding sentence, the percentage of Net Restricted Shares that shall vest on each Vesting Date following the Participant’s Authorized Retirement shall be determined pro rata.
In addition, if following the Executive’s Authorized Retirement, the Executive breaches the Executive’s affirmation that he or she is retiring from full-time employment and commences full-time employment at any time following the Severance Date, the Executive shall be required to pay back to the Company the after-tax amount of the Authorized Retirement Severance Benefit within 60 days following such breach.
If Employee’s termination of employment is due to an Authorized Retirement, the TSR Award shall vest at the greater of (i) the Target performance level in accordance with Exhibit A hereto, and (ii) actual TSR performance calculated pursuant to Section 4.1 hereof but based as if the last day of the Performance Period had been the last business day prior to any public disclosure of Executive’s intent to retire.
Notwithstanding anything contrary in this Agreement, upon the Participant’s Authorized Retirement (as defined herein) (subject to the Release Condition and the Participant’s compliance with the restrictive covenants provided in Section 9 herein), the Option shall continue to vest in accordance with the vesting schedule set forth on [Appendix [●]], as if the Participant had remained continuously employed by the Company or a Subsidiary through the applicable Vesting Date.