Death Following Certain Terminations Clause Samples

Death Following Certain Terminations. Notwithstanding the foregoing, if you die following a termination of Employment pursuant to Section 3(d)(i) (Certain Involuntary Terminations), then, to the extent the Option (or portion thereof) remains outstanding as of the date of your death, your estate, beneficiary or any person who acquires the Option (or portion thereof) by inheritance or devise, as applicable, shall become fully vested in the Option (or such portion thereof that remains outstanding) on the date of your death (to the extent then unvested) and shall have the right to exercise any vested and unexercised portion of the Option until the Expiration Date.
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Death Following Certain Terminations. Notwithstanding the foregoing, if you die following a termination of Employment pursuant to Section 2(c)(iii) (Certain Involuntary Terminations) or Section 2(c)(iv) (Termination due to Qualifying Separation), but prior to the Certification Date, then your estate, beneficiary or any person who acquires the PSUs by inheritance or devise, as applicable, shall become vested in the Pro-Rata Number of PSUs (for the avoidance of doubt, assuming achievement of all performance goals at the “target” level) on the date of your death following such a termination of employment.
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Death Following Certain Terminations. Notwithstanding the foregoing, if you die following (i) a Qualifying Separation or (ii) a termination of Employment due to Specified Divestiture or Reduction in Force, but in any case prior to the Vesting Date, then, subject to Section 2(e), your estate, beneficiary or any person who acquires the RSUs (or a Pro Rata Number of RSUs, in the case of a termination due to Specified Divestiture or Reduction in Force) by inheritance or devise, as applicable, shall become vested in the RSUs (or Pro Rata Number of RSUs, if applicable) on the date of your death.
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Death Following Certain Terminations. Notwithstanding the foregoing, if you die following a termination pursuant to Section 3(d)(i) (Certain Involuntary Terminations) or Section 3(f) (Certain Terminations of Board Service), then, to the extent the Option (or portion thereof) remains outstanding as of the date of your death, your estate, beneficiary or any person who acquires the Option (or portion thereof) by inheritance or devise, as applicable, shall have the right to exercise any vested and unexercised portion of the Option until the Expiration Date.
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Death Following Certain Terminations. Notwithstanding the foregoing, if you die following a termination of Employment pursuant to Section 2(c)(iii) (Certain Involuntary Terminations) or Section 2(c)(iv) (Termination due to Qualifying Separation), but prior to the applicable Scheduled Vesting Date , then your estate, beneficiary or any person who acquires the RSUs (to the extent still outstanding) by inheritance or devise, as applicable, shall become fully vested in the RSUs, or such portion thereof that remains outstanding, in each case, to the extent then unvested, on the date of your death.
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Death Following Certain Terminations. Notwithstanding the foregoing, if you die following a termination of Employment pursuant to Section 3(d)(i) (Certain Involuntary Terminations) or Section 3(d)(ii) (Termination due to Qualifying Separation), then, to the extent the Option (or portion thereof) remains outstanding as of the date of your death, your estate, beneficiary or any person who acquires the Option (or portion thereof) by inheritance or devise, as applicable, shall become fully vested in the Option (or such portion thereof that remains outstanding) on the date of your death (to the extent then unvested) and shall have the right to exercise any vested and unexercised portion of the Option until the Expiration Date.
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Death Following Certain Terminations. Notwithstanding the foregoing, if you die following (A) a termination of Employment pursuant to Section 2(c)(iv) (Qualifying Separation) or (B) a termination of Employment pursuant to Section 2(c)(iii) (Termination due to Specified Divestiture or Reduction in Force), but in either case prior to the Scheduled Vesting Date, then your estate, beneficiary or any person who acquires the PSUs by inheritance or devise, as applicable, shall (I) become vested in (x) the Target Number of PSUs on the date of your death following a termination of Employment pursuant to Section 2(c)(iv) (Qualifying Separation) or (y) the Pro Rata Number of PSUs on the date of your death following a termination of Employment pursuant to Section 2(c)(iii) (Termination due to Specified Divestiture or Reduction in Force), and (II) be eligible to vest in the Top-Up Number of PSUs on the Certification Date based upon actual achievement relative to the Performance Goals during the Performance Period; provided, that, in the event of your death following a termination of Employment pursuant to Section 2(c)(iii) (Termination due to Specified Divestiture or Reduction in Force), the Top-Up Number of PSUs shall be equal to the positive difference, if any, between the number of PSUs that would have vested based on actual achievement relative to the Performance Goals during the Performance Period (based on the Pro Rata Number of PSUs that remain outstanding following the Date of Termination), less the Pro Rata Number of PSUs (the “Pro Rata Top-Up Number of PSUs”).
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Death Following Certain Terminations. Notwithstanding the foregoing, if you die following (i) a Qualifying Separation or (ii) a termination of Employment due to Specified Divestiture or Reduction in Force, but in any case prior to the Vesting Date, then (subject to Section 2(e)), your estate, beneficiary or any person who acquires the PSUs by inheritance or devise shall (A) become vested in (x) the Target Number of PSUs on the date of your death following a Qualifying Separation or (y) the Pro Rata Number of PSUs on the date of your death following a Specified Divestiture or Reduction in Force, and (B) be eligible to vest in the Top-Up Number of PSUs on the Certification Date based upon actual achievement relative to the Performance Goals during the Performance Period; provided, that, in the event of your death following a Specified Divestiture or Reduction in Force, the Top-Up Number of PSUs shall be equal to the positive difference, if any, between the number of PSUs that would have vested based on actual achievement relative to the Performance Goals during the Performance Period (based on the Pro Rata Number of PSUs that remain outstanding following the Date of Termination), less the Pro Rata Number of PSUs (the “Pro Rata Top-Up Number of PSUs”).
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Related to Death Following Certain Terminations

  • Certain Terminations The termination of any Proceeding or of any claim, issue, or matter therein by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

  • Termination; Survival Following Termination (i) Either party may terminate this Agreement prior to the end of the Agency Period, by giving written notice as required by this Agreement, upon ten (10) Trading Days’ notice to the other party; provided that, (A) if the Company terminates this Agreement after the Agent confirms to the Company any sale of Shares, the Company shall remain obligated to comply with Section 3(b)(v) with respect to such Shares and (B) Section 2, Section 6, Section 7 and Section 8 shall survive termination of this Agreement. If termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall nevertheless settle in accordance with the terms of this Agreement. (ii) In addition to the survival provision of Section 7(b)(i), the respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers and of the Agent set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Agent or the Company or any of its or their partners, officers or directors or any controlling person, as the case may be, and, anything herein to the contrary notwithstanding, will survive delivery of and payment for the Shares sold hereunder and any termination of this Agreement.