Acceleration Upon Termination of Employment Sample Clauses

The 'Acceleration Upon Termination of Employment' clause defines the conditions under which unvested equity awards, such as stock options or restricted stock units, become fully or partially vested if an employee's employment ends. Typically, this clause specifies that if an employee is terminated without cause or under certain circumstances like a change in company control, their outstanding unvested equity may immediately vest. This provision protects employees by ensuring they do not forfeit valuable equity due to circumstances beyond their control, thereby providing financial security and incentivizing retention.
Acceleration Upon Termination of Employment. In addition to the Shares released from the Company's Repurchase Option pursuant to Section 4(d) above, in the event the Purchaser's employment terminates as a result of an Involuntary Termination other than for Cause upon or within 12 months after a Change of Control, all Unreleased Shares shall be released from the Company's Purchase Option upon the date of such termination. For the purposes of this Section 5(e), the following terms referred to in this Agreement shall have the following meanings:
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Acceleration Upon Termination of Employment. If Participant's employment is terminated without "Cause" or by the Participant for "Good Reason," as those terms are defined in Participant's Employment Agreement, then the vesting of any portion of the Option which as of the date of termination of employment is available for vesting during the year of termination of employment or in a subsequent year will be accelerated to the date of termination of employment according to the following schedule: Date of Termination Percentage Vesting ---------------------- ------------------ Prior to 1/1/2003 25% 1/1/2003 to 12/31/2004 50% 1/1/2005 to 12/31/2006 75% After 12/31/2006 90% AMENDMENT TO ALON USA OPERATING, INC. INCENTIVE STOCK OPTION AGREEMENT This Amendment is made by and between Alon USA Operating, Inc. (the "Corporation") and ▇▇▇ ▇▇▇▇▇▇▇▇▇ (the "Participant") as of the 25th day of July, 2002, with reference to the following facts:
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Acceleration Upon Termination of Employment. (a) If Debtor’s employment with the Holder or its Subsidiary is terminated for any reason, the outstanding principal balance of this Note and accrued and unpaid interest thereon in full shall become due and payable 30 days after such termination (the “Accelerated Payment Date”). (b) On the Accelerated Payment Date, if Debtor is unable to pay all amounts due and owing under this Note, the Holder shall have the right to setoff and appropriate and apply any and all Class A Units held by Debtor, any Class B Units held by Management LLC for the benefit of Debtor and any equity interests in Management LLC held by Debtor with a Fair Market Value equal in value to the unpaid amount due under this Note or, all of the Class A Units held by Debtor, all Class B Units held by Management LLC for the benefit of Debtor and any equity interests in Management LLC held by Debtor, may be tendered to Holder, in either case in full repayment hereof. (c) All payments received on this Note will be applied first against costs of collection (if any), then against accrued and unpaid interest, then against outstanding principal.
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Acceleration Upon Termination of Employment. If Participant's employment is terminated without "Cause" or by the Participant for "Good Reason," as those terms are defined in Participant's Employment Agreement, then any portion of the Option that was previously vested but not exercisable will become immediately exercisable on the date of Participant's termination of employment and the vesting of any portion of the Option which as of the date of termination of employment is available for vesting during the year of termination of employment or in a subsequent year, will be accelerated to the date of termination of employment according to the following schedule: Date of Termination Percentage Vesting --------------------- ------------------ Prior to 7/31/2002 25% 8/1/2002 to 7/31/2004 50% 8/1/2004 to 7/31/2006 75% After 8/1/2006 90% AMENDMENT TO ALON USA OPERATING, INC. INCENTIVE STOCK OPTION AGREEMENT This Amendment is made by and between Alon USA Operating, Inc. (the "Corporation") and ▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Participant") as of the 30th day of June, 2002, effective as of July 31, 2000 (except as otherwise expressly provided), with reference to the following facts:
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Acceleration Upon Termination of Employment. Notwithstanding the ------------------------------------------- foregoing, in the event of a Change of Control of the Company during the option term, the vesting of the options shall be accelerated so that, when aggregated with any Shares previously exercised, at least 50% of the total Shares are vested upon the date the Change of Control is consummated. The remaining unvested Shares shall vest on the same schedule as existed prior to the Change of Control. For example, if a Change of Control occurs when 25% of the Shares are vested, then this Option shall have accelerated vesting as to an additional 25% and the remaining unvested Shares shall continue to vest in accordance with the same schedule (i.e., the same number of shares shall vest each month) as existed prior to the Change of Control. If a Change of Control occurs after more than 50% of the Shares have vested, then there will be no acceleration of vesting under this provision. In addition, upon an Involuntary Termination of the Optionee's employment other than for Cause upon or within 12 months after a Change of Control, this Option shall be fully (i.e. 100%) vested. In the event that the Company terminates the Optionee's employment without "Cause", or in the event the Optionee resigns as a result of "Constructive Termination", after the Optionee has reported to the Company but prior to the consummation of a Change of Control, the Company will provide the Optionee with a settlement of acceleration of vesting of the options to be granted to the Optionee equal to the greater of (A) six months of additional vesting or (B) vesting through the first year cliff of the Optionee's vesting schedule. The settlement is subject to a non-compete/non-solicit agreement and provided that the Optionee executes a general waiver of claims in favor of the Company. The following terms referred to in this Agreement shall have the following meanings:
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Related to Acceleration Upon Termination of Employment

  • Compensation Upon Termination of Employment If the Executive’s employment hereunder is terminated, in accordance with the provisions of Article III hereof, and except for any other rights or benefits specifically provided for herein to be effective following the Executive’s period of employment, the Company will provide compensation and benefits to the Executive only as follows:

  • Payments Upon Termination of Employment (a) If Executive's employment with the Company is terminated by reason of: (i) Executive's abandonment of Executive’s employment or Executive's resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company); (ii) termination of Executive's employment by the Company for Cause (as defined below); or (iii) termination of Executive's employment by the Company without Cause following expiration of the Term; the Company shall pay to Executive his or her then-current base salary through the Termination Date and any and all other benefits to which Executive may be entitled under any applicable Company policy, plan or procedure (without duplication of benefits). (b) Except in the case of a Change in Control, which is governed by Section 10(c) below, if Executive's employment with the Company is terminated by the Company pursuant to Section 9(a)(i) effective prior to the expiration of the Term for any reason other than for Cause (as defined below), then the Company shall pay to Executive, subject to Section 10(g) of this Agreement and in addition to the consideration described in Section 4(b) above, the following amounts: (i) Executive’s then-current base salary through the Termination Date; (ii) pro rata portions of any quarterly and annual non-equity bonus payouts under any non-equity incentive-based compensation plans then in effect (provided that any applicable performance measures are achieved); and (iii) the amount of Executive’s then current base salary that Executive would have received from the Termination Date through the date that is nine months following such Termination Date. Any amount payable to Executive pursuant to Section 10(b)(iii) shall be subject to deductions and withholdings and shall be paid to Executive by the Company in the same periodic installments in accordance with the Company's regular payroll practices commencing on the first normal payroll date of the Company following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive pursuant to Section 10(b)(ii) shall be subject to deductions and withholdings and shall be paid to Executive by the Company in the same manner and at the same time that incentive bonus payments are made to current employees of the Company, but no earlier than the first normal payroll date of the Company following the expiration of all applicable rescission periods provided by law and no later than March 15th of the year following the year in which the Termination Date occurs. (c) If Executive's employment is terminated by the Company without Cause following a Change in Control as defined in this Agreement and before the end of the Term, or if the Executive's employment is terminated by the Executive for Good Reason following a Change in Control and before the end of the Term, then the Company shall pay to Executive, subject to Executive's compliance with Section 10(g) of this Agreement, the lesser of the total of Executive’s then current base salary and prorated non-equity incentive bonus payouts as referenced above through the end of the Term of the Agreement, or nine months of Executive’s current base salary.

  • Benefits Upon Termination of Employment If the Executive is entitled to benefits pursuant to this Section 2, the Company agrees to pay or provide to the Executive as severance payment, the following: (i) A single lump sum payment, payable in cash within five days of the Termination Date (or if later, the Change of Control Date), equal to the sum of: (A) the accrued portion of any of the Executive's unpaid base salary and vacation through the Termination Date and any unpaid portion of the Executive's bonus for the prior fiscal year; plus (B) a portion of the Executive's bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved; plus (C) an amount equal to the Executive's Base Compensation times the Compensation Multiplier. (ii) Continuation, on the same basis as if the Executive continued to be employed by the Company, of Benefits for the Benefit Period commencing on the Termination Date. The Company's obligation hereunder with respect to the foregoing Benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive than the Benefits required to be provided hereunder. (iii) Outplacement services to be provided by an outplacement organization of national repute, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of the Executive's Base Compensation. (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards. (v) Target amounts that would have accrued under the MagneTek Shareholder Return Plan had the applicable period for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsed.

  • Severance Compensation upon Termination of Employment If the Company shall terminate the Executive’s employment other than pursuant to Section 5(a), (b) or (c) or if the Executive shall terminate his employment for Good Reason, then the Company shall pay to the Executive as severance pay in a lump sum, in cash, on the fifth day following the Date of Termination, an amount equal to three (3) times the average of the aggregate annual compensation paid to the Executive during the three (3) fiscal years of the Company immediately preceding the Change of Control by the Company subject to United States income taxes (or, such fewer number of fiscal years if the Executive has not been employed by the Company during each of the preceding three (3) fiscal years).

  • Company Obligations Upon Termination of Employment During the Term of this Agreement, the Company shall have the following obligations upon the termination of the Executive’s employment with the Company as described in this Section 5: