Accelerated Vesting Upon Certain Terminations of Employment Sample Clauses

The "Accelerated Vesting Upon Certain Terminations of Employment" clause provides that an employee’s unvested equity awards, such as stock options or restricted stock units, will become fully or partially vested immediately if their employment ends under specific circumstances, such as termination without cause or due to a change in control of the company. For example, if an employee is laid off or the company is acquired and their position is eliminated, any remaining unvested shares may vest right away instead of over the original schedule. This clause is designed to protect employees from losing out on earned equity due to events beyond their control, ensuring they receive the benefits they have worked toward even if their employment ends unexpectedly.
Accelerated Vesting Upon Certain Terminations of Employment. If the Employee voluntarily terminates the Employment Agreement for any reason at any time subsequent to the third anniversary of the Closing, then the 15% tranche of the Shares for which the Restricted Period was scheduled to lapse on the fourth anniversary of the Closing shall no longer be subject to the Restricted Period and such Shares shall cease being Restricted Stock. For the avoidance of doubt, no accelerated vesting shall occur upon a termination due to retirement, death or Disability or a termination by Holding or any Subsidiary with or without Cause."
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Accelerated Vesting Upon Certain Terminations of Employment. (i) With respect to the Time-Based RSUs, if the Grantee’s employment is terminated prior to any applicable vesting date set forth in Section 2(a), (A) by the Employer for reasons other than Cause (as defined in this Agreement or the Grantee’s employment agreement, if applicable) or (B) if applicable, pursuant to the Grantee’s employment agreement, by the Grantee for good reason (as defined therein), the vesting of such Time-Based RSUs will immediately accelerate as of the date of such termination with respect to a portion of the unvested RSUs subject thereto in an amount equal to (A) the total number of Time-Based RSUs granted pursuant to this Agreement multiplied by a fraction, the numerator of which is the number of days the Grantee was employed from the Date of Grant to the date of such termination, and the denominator of which is the number of days from the Date of Grant to the next vesting date that is scheduled to occur (as set forth in Section 2(a)) following such termination, less (B) the number of Time-Based RSUs granted pursuant to this Agreement that vested prior to the date of such termination, if any. Upon such termination of the Grantee’s employment, any Time-Based RSUs awarded above the amount that becomes vested pursuant to this Section 3(b)(i) will be forfeited to the Company without payment of any consideration therefor. (ii) With respect to the Performance-Based RSUs, if the Grantee’s employment is terminated prior to the end of the Performance Period (A) by the Company for reasons other than Cause, or (B) if applicable, pursuant to the Grantee’s employment agreement, by the Grantee for good reason (as defined therein), the Performance-Based RSUs shall immediately accelerate as of the date of such termination with respect to a portion of the unvested Performance-Based RSUs subject thereto in an amount equal to the total number of Performance-Based RSUs granted pursuant to this Agreement that would vest based upon the actual level of performance achieved in accordance with Schedule A hereto measured through the end of the fiscal quarter that precedes the date of such termination, and pro-rated for the number of days during which the Grantee was employed beginning on the commencement date of the Performance Period and ending on such date of termination. Upon such termination of the Grantee’s employment, any Performance-Based RSUs awarded above the amount that becomes vested pursuant to this Section 3(b)(ii) will be forfeited to the Company...
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Accelerated Vesting Upon Certain Terminations of Employment. Notwithstanding Section 2(b)(1) above, in the event that the Participant’s employment as the full-time Chief Executive Officer of the Company is terminated by the Company without Cause, or the Participant terminates her position as full-time Chief Executive Officer of the Company for Good Reason, then the unvested portion of the RSU that would have otherwise vested during the six (6) month period following termination shall vest as of the date of termination. “Cause” and “Good Reason” are each defined in Annex 1 attached hereto.
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Accelerated Vesting Upon Certain Terminations of Employment. To the extent that the Restricted Stock shall not have previously become vested pursuant to Section 2(b) above or been forfeited pursuant to Section 2(e) below, the Restricted Stock shall become fully vested upon the termination of the Grantee's employment with the Company prior to January 1, 2009 (the "Normal Vesting Date"): (i) due to the Grantee's death or Disability; (ii) by the Company other than for Cause; (iii) in a Constructive Termination Without Cause; or (iv) for any reason (including, without limitation, a voluntary termination by the Grantee) following or as a result of a Change of Control that is not a Change of Control described in Section 2(d). Any termination of the Grantee's employment with the Company (for any reason) occurring on or after the Normal Vesting Date shall have no impact on the vesting or forfeiture of the Restricted Stock.
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Accelerated Vesting Upon Certain Terminations of Employment. If the Grantee’s employment is terminated during the Restricted Period (i) by the Company for reasons other than Cause (as defined in Section 8(a) of this Agreement or the Grantee’s employment agreement, if applicable) or (ii) if applicable, pursuant to the Grantee’s employment agreement, by the Grantee for good reason, the Restricted Performance Stock will immediately vest in that number of shares that would vest based on actual performance measured as of the end of the month immediately prior to the month of such termination or, if later, as of [ ] (and extrapolated to the end of the Performance Period taking into account the length of the shortened performance period in comparison to the original [ ] year period) as certified by the Committee, pro rated for the number of days worked through the date of termination. For purposes of this Section 4(b), a termination by the Company for reasons other than Cause shall not include termination due to the death or disability of the Grantee. The number of shares awarded above the amount that becomes vested pursuant to this Section 4(b) will be forfeited.
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Accelerated Vesting Upon Certain Terminations of Employment. If the Employee voluntarily terminates his employment with Holding or any Subsidiary for any reason at any time subsequent to the third anniversary of the Grant Date at a time when Options have yet to vest, then the Options scheduled to vest on the next anniversary of the Grant Date following such termination shall immediately vest at the date of such termination of employment. For the avoidance of doubt, no accelerated vesting shall occur upon a termination due to Retirement, death or Disability or a termination by Holding or any Subsidiary with or without Cause.
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Accelerated Vesting Upon Certain Terminations of Employment. In the event the Employee’s employment is terminated by Holding or any Subsidiary without Cause, or if the Employee terminates his employment with Holding or any Subsidiary for Good Reason (as such term is defined in the Employee’s employment agreement), at a time when Options have yet to vest, the Options scheduled to vest on the anniversary of the Grant Date next following the Employee’s termination without Cause or for Good Reason shall immediately vest at the date of the Employee’s termination of employment. For the avoidance of doubt, no accelerated vesting shall occur upon a termination due to Retirement, death or Disability.
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Accelerated Vesting Upon Certain Terminations of Employment. The vesting date for the RSUs subject to this Award Agreement shall be accelerated after your Termination of Employment that constitutes a Separation from Service to the extent specified in this Section.
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Accelerated Vesting Upon Certain Terminations of Employment. The vesting date for the RSUs subject to this Award Agreement shall be accelerated after your Termination of Employment that constitutes a Separation from Service to the extent specified in this Section. a. Retirement at least One Year after the Grant Date. If you accept the award, a prorated number of the then unvested RSUs shall be vested the first day of the seventh month after the date of your voluntary Termination of Employment due to Retirement (or, if earlier, the date of your death or the fourth anniversary of the Grant Date) provided such termination constitutes a Separation from Service and occurs at least one year after the Grant Date. For this purpose, “Retirement” means Termination of Employment at age 55 or older with a minimum of five years of service (defined by the policies of the Participating Company) provided, however, that if you are not on the United States Payroll, the granting Committee may approve the use of a different definition.
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Related to Accelerated Vesting Upon Certain Terminations of Employment

  • Payments Upon Certain Terminations (i) In the event of a termination of Executive's employment by Employer Without Cause or a termination by Executive of his employment for Good Reason in either such case during the Employment Period (any such termination, a "Qualifying Termination"), Employer shall pay to Executive (or, following his death, to Executive's beneficiaries) his full Base Salary through the Date of Termination and, as liquidated damages in respect of claims based on provisions of this Agreement and provided Executive executes and delivers a general release of all claims substantially in the form attached hereto as Exhibit D, the following additional amounts: (A) his Base Salary, at the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments on Employer's regular payroll dates, for the period (such period, the "Severance Period") beginning on the Date of Termination (as defined below) and ending on the later of (i) the third anniversary of the Commencement Date and (ii) the second anniversary of the Date of Termination; plus (B) if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination and the denominator of which is equal to 365, less (C) the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, during the Severance Period, provide Executive continued coverage under the medical and other health plans of Employer referred to in Section 5 (the "Continued Benefits") in which Executive was a participant immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Employer under the terms of such plans as in effect from time to time. Executive shall not have a duty to mitigate the costs to Employer under this Section 7(f)(i), except that Continued Benefits shall be canceled to the extent of any comparable benefit coverage offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting services. (ii) If Executive's employment shall terminate upon his death or due to his Disability or if Employer shall terminate Executive's employment for Cause or Executive shall terminate his employment without Good Reason during the Employment Period, Employer shall pay Executive (or, in the event of his death, his beneficiaries) his full Base Salary through the Date of Termination or as provided in Section 3 above. In addition, in the case of any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365. (iii) Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Employer in which Executive was a participant during his employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereof.