Certain Involuntary Terminations Sample Clauses
Certain Involuntary Terminations. If, prior to the Scheduled Vesting Date, your Employment is terminated (A) by the Corporation Group other than for Cause or (B) by you for Good Reason, then, a Pro Rata Number of PSUs shall remain outstanding and you shall be eligible to become vested in a number of PSUs (which may be more or less than the Pro Rata Number of PSUs) on the Certification Date in accordance with Section 2(a), based upon actual achievement relative to the Performance Goals during the Performance Period using the Pro Rata Number of PSUs (and not the Target Number of PSUs) as a base. For purposes of this Agreement, a “Pro Rata Number of PSUs” means the number of PSUs equal to the result, rounded to the nearest whole number, of (X) the Target Number of PSUs, multiplied by (Y) a fraction, the numerator of which is the number of days that elapsed from the Vesting Commencement Date through and including the Date of Termination and the denominator of which is the total number of days in the period commencing on the Vesting Commencement Date and ending on (and including) the Scheduled Vesting Date. Notwithstanding this Section 2(c)(iii), you will be treated as having terminated Employment pursuant to Section 2(b) hereof (Termination of Employment – General) if, at any time prior to the Scheduled Vesting Date, the Corporation determines in its sole discretion that applying this Section 2(c)(iii) in a particular case (or cases) is not advisable or appropriate or consistent with the intent of this Section 2(c)(iii). The portion of the PSUs that are unvested as of the Date of Termination and that are not eligible to vest as part of the Pro Rata Number of PSUs, if any, shall immediately be forfeited for no consideration as of the Date of Termination.
Certain Involuntary Terminations. In the event Executive's employment terminates as a result of his death or Total Disability, the Company terminates his employment other than for Cause or Executive terminates his employment for Good Reason, the Supplemental Retirement Benefit shall be (with proration between specified dates based on the number of three-month
Certain Involuntary Terminations. In the event SBI terminates Executive’s employment without Cause or for a reason other than one specified in Section 3(a) or (d), Executive shall be paid a lump sum amount in cash equal to the greater of (A) two (2) times his Current Compensation at Termination or (B) his Current Compensation at Termination for the remaining Employment Period immediately prior to the date of termination of his employment.
(i) For purposes of this subsection, the term “Current Compensation at Termination” means the sum of (A) the greatest of Executive’s Base Salary as of the date of termination of employment and for any of the two (2) immediately preceding calendar years, and (B) a dollar amount equal to one-half (1/2) of the sum of (I) the actual annual bonus received (or receivable) with respect to the calendar year preceding the year of termination and (II) the target bonus (calculated at 133% of then Base Salary) for the year of termination. Notwithstanding the foregoing, actual bonuses shall be included in the foregoing calculations only with respect to bonuses payable for years beginning after 2006 and in the event actual bonuses are not includable in the foregoing calculations as aforesaid, the currently applicable target bonus shall be used instead of such actual bonuses. By way of examples, if Executive’s date of termination occurs during 2007, the dollar amount computed pursuant to Clause (B) above will be equal to one-half (1/2) of the sum of (I) the target bonus (calculated at 133% of then Base Salary) for 2007 and (II) the target bonus (calculated at 133% of then Base Salary) for 2007. If Executive’s date of termination occurs during 2008 (after 2007 bonuses have been paid), the dollar amount computed pursuant to Clause (B) above will be equal to one-half (1/2) of the sum of (I) the actual 2007 bonus and (II) the target bonus (calculated at 133% of then Base Salary) for 2008.
Certain Involuntary Terminations. If (A) your Employment is terminated (I) by the Corporation Group as a result of a Divestiture in which the then unvested portion of the Option is forfeited and is not replaced with an award of equivalent value to the portion so forfeited (which may be a cash- or equity-based award), as determined by the Corporation in its sole discretion or a Reduction in Force, (II) pursuant to a mandatory retirement provision under an applicable Corporation Group policy or applicable legal requirement, as determined by the Corporation in its sole discretion, or (III) by you for Good Reason, and (B) if
Certain Involuntary Terminations. If, prior to the Scheduled Vesting Date, (A) your Employment is terminated (I) by the Corporation Group as a result of a Divestiture in which the then unvested PSUs are forfeited and are not replaced with an award of equivalent value to the PSUs so forfeited (which may be a cash- or equity-based award), as determined by the Corporation in its sole discretion or a Reduction in Force, (II) pursuant to a mandatory retirement provision under an applicable Corporation Group policy or applicable legal requirement, as determined by the Corporation in its sole discretion, or (III) by you for Good Reason and (B) the Grant Date occurred more than six months prior to the Date of Termination, then, a Pro Rata Number of PSUs shall remain outstanding and you shall be eligible to become vested in a number of PSUs (which may be more or less than the Pro Rata Number of PSUs) on the Certification Date in accordance with Section 2(a), based upon actual achievement relative to the Performance Goals during the Performance Period using the Pro Rata Number of PSUs (and
Certain Involuntary Terminations. If, prior to the Scheduled Vesting Date and prior to the Transition Date, your employment as Interim Chief Executive Officer of the Corporation is terminated (A) by the Corporation Group other than for Cause or (B) by you for Good Reason, then to the extent the RSUs are still outstanding and unvested, you shall immediately become vested in the RSUs on the Date of Termination; provided that, if your employment is terminated pursuant to clause (v) of the definition of Good Reason, then the RSUs shall not vest pursuant to this Section 2(c)(iv) but the Interim CEO Condition shall be deemed satisfied for all purposes of this Agreement.
Certain Involuntary Terminations. If, prior to the Scheduled Vesting Date and prior to the Transition Date, your employment as Interim Chief Executive Officer of the Corporation is terminated (A) by the Corporation Group other than for Cause or (B) by you for Good Reason, then any portion of the Option that remains outstanding and that has not vested shall immediately become vested in full as of the Date of Termination and any portion of the Option that has vested as of the Date of Termination (including pursuant to this Section 3(d)(i)) and that has not been exercised shall terminate in full on the date that is six months after the Date of Termination; provided that, if your employment is terminated pursuant to clause (v) of the definition of Good Reason, then this Section 3(d)(i) shall not apply, but the Interim CEO Condition shall be deemed satisfied for all purposes of this Agreement.