Common use of Forfeiture of Performance Stock Units Clause in Contracts

Forfeiture of Performance Stock Units. (a) Upon (i) the Participant’s Retirement (as defined below) or (ii) the Participant’s Termination of Service as an Employee by the Company without Cause (as defined below), in either case, prior to expiration of the Performance Period, the Target Shares shall be reduced on a pro-rata basis to reflect the number of days of employment completed during the Performance Period, and the Award shall continue to be eligible to vest and become payable based on such prorated number of Target Shares and the Performance Goals. (b) Upon the Participant’s Termination of Service as an Employee due to death or Disability prior to expiration of the Performance Period, the Target Shares shall not be reduced and the Award shall continue to be eligible to vest and become payable based on the number of Target Shares and the Performance Goals. (c) Upon the Participant’s Termination of Service as an Employee for any reason other than death, Disability, Retirement or without Cause, prior to expiration of the Performance Period, any Award Shares not vested at the time of such termination shall become ineligible for crediting to the Participant’s Deferral Account and shall be forfeited. (d) Any Award Shares which have been credited to the Participant’s Deferral Account prior to the Participant’s Termination of Service as an Employee shall not be forfeited in the event of such Termination of Service as an Employee but rather delivery of such shares shall continue to be governed by the terms of the Deferral Election and the Deferred Compensation Plan (or any re-deferral election made in accordance with Section 409A and the terms of the Deferred Compensation Plan).

Forfeiture of Performance Stock Units. (a) Upon (i) the Participant’s Retirement (as defined below) or (ii) the Participant’s Termination termination of Service as an Employee employment by the Company without Cause (as defined below), in either case, ) prior to expiration of the Performance Period, the Target Shares shall be reduced on a pro-rata basis to reflect the number of days of employment completed during the Performance Period, and the Award shall continue to be eligible to vest and become payable based on such prorated number of Target Shares and the Performance Goals. (b) Upon termination of employment with the Participant’s Termination of Service as an Employee Company due to death or Disability prior to expiration of the Performance Period, the Target Shares shall not be reduced and the Award shall continue to be eligible to vest and become payable based on the number of Target Shares and the Performance Goals. (c) Upon termination of employment with the Participant’s Termination of Service as an Employee Company for any reason other than death, Disability, Retirement Disability or without Cause, prior to expiration of the Performance Period, any Award Shares not vested at the time of such termination shall become ineligible for crediting to the Participant’s Deferral Account and shall be forfeited. (d) Any Award Shares which have been credited to the Participant’s Deferral Account prior to the Participant’s Termination termination of Service as an Employee employment shall not be forfeited in the event of such Termination termination of Service as an Employee employment but rather delivery of such shares shall continue to be governed by the terms of the Deferral Election and the Deferred Compensation Plan (or any re-deferral election made in accordance with Section 409A and the terms of the Deferred Compensation Plan).

Forfeiture of Performance Stock Units. (a) Upon Upon: (i) the Participant’s Retirement (as defined below) or (ii) the Participant’s Termination of Service as an Employee by the Company without Cause (as defined below), in either case, prior to [January 1, 2020] (or, if earlier, the expiration of the Performance Period), the Target Shares shall be reduced on a pro-rata basis to reflect (x) the number of days of employment completed during the period beginning on the date of this Agreement divided by (y) 365 (or, if less, the number of days in the Performance Period), and the Award shall continue to be eligible to vest and become payable based on such prorated number of Target Shares and the Performance Goals.Goals in accordance with the provisions of Exhibit A; or (ii) the Participant’s Termination of Service as an Employee by the Company without Cause (as defined below) prior to the expiration of the Performance Period, the Target Shares shall be reduced on a pro-rata basis to reflect (x) the number of days of employment completed during the period beginning on first day of the Performance Period divided by (y) 1,095 (or, if less, the number of days in the Performance Period), and the Award shall continue to be eligible to vest and become payable based on such prorated number of Target Shares and the Performance Goals in accordance with the provisions of Exhibit A. (b) Upon the Participant’s Termination of Service as an Employee due to Retirement on or after [January 1, 2020], death or Disability (or, if the Participant is party to an employment agreement with the Company, in accordance with such employment agreement in the case of a Termination of Service for “Good Reason”, as defined in such employment agreement) prior to the expiration of the Performance Period, the Target Shares shall not be reduced reduced, and the Award shall continue to be eligible to vest and become payable based on the number of Target Shares and the Performance Goals.Goals in accordance with the provisions of Exhibit A. (c) Upon the Participant’s Termination of Service as an Employee for any reason other than death, Disability, Retirement Retirement, or without CauseCause (or, if the Participant is party to an employment agreement with the Company, for Good Reason), prior to expiration of the Performance Period, any all Award Shares not vested at the time of such termination shall become ineligible for crediting to the Participant’s Deferral Account and shall be forfeited. (d) Any Award Shares which have vested and been credited to the Participant’s Deferral Account prior to (or in connection with) the Participant’s Termination of Service as an Employee shall not be forfeited in the event of such Termination of Service as an Employee but rather delivery of such shares shall continue to be governed by the terms of the Deferral Election and the Deferred Compensation Plan (or any re-deferral election made in accordance with Section 409A of the Code and the terms of the Deferred Compensation Plan).

Forfeiture of Performance Stock Units. (a) Upon Except as otherwise may be provided in Exhibit A under subclause (i) of “Vesting (Change in Control)”, upon (i) the Participant’s Retirement (as defined below) or (ii) the Participant’s Termination of Service as an Employee by the Company without Cause (as defined below), in either any case, prior to expiration of the Performance three year period beginning on the date of this Award Agreement (the “Vesting Period”), the Target Shares shall be reduced on a pro-rata basis to reflect the number of days of employment completed during the Vesting Period. In the event any such termination occurs prior to the end of an applicable Performance Period, and the Award tranche related to such Performance Period shall continue to be eligible to vest and become payable based on such prorated number of Target Shares for such tranche and the Performance Goals.Goals in accordance with the provisions of Exhibit A. (b) Upon the Participant’s Termination of Service as an Employee due to death or Disability (or, if the Participant is party to an employment agreement with the Company, in accordance with such employment agreement in the case of a Termination of Service for “Good Reason”, as defined in such employment agreement) prior to expiration of the Performance Vesting Period, the Target Shares shall not be reduced and reduced. In the event any such termination occurs prior to the end of an applicable Performance Period, the Award tranche related to such Performance Period shall continue to be eligible to vest and become payable based on the number of Target Shares for such tranche and the Performance Goals.Goals in accordance with the provisions of Exhibit A. (c) Upon Except as otherwise may be provided in Exhibit A hereto or in an employment agreement between the Participant and the Company, upon the Participant’s Termination of Service as an Employee for any reason other than death, Disability, Retirement or without Cause, prior to expiration of the Performance Vesting Period, any all Award Shares not vested at the time of such termination shall become ineligible for crediting to the Participant’s Deferral Account and shall be forfeited. (d) Any Award Shares which have vested and been credited to the Participant’s Deferral Account prior to (or in connection with) the Participant’s Termination of Service as an Employee shall not be forfeited in the event of such Termination of Service as an Employee but rather delivery of such shares shall continue to be governed by the terms of the Deferral Election and the Deferred Compensation Plan (or any re-deferral election made in accordance with Section 409A of the Code and the terms of the Deferred Compensation Plan).

Forfeiture of Performance Stock Units. (a) Upon (i) the Participant’s Retirement (as defined below) or (ii) the Participant’s Termination termination of Service as an Employee employment by the Company without Cause (as defined below), in either case, prior to expiration of the Performance Period, the Target Shares shall be reduced on a pro-rata basis to reflect the number of days of employment completed during the Performance Period, and the Award shall continue to be eligible to vest and become payable based on such prorated number of Target Shares and the Performance Goals. (b) Upon termination of employment with the Participant’s Termination of Service as an Employee Company due to death or Disability prior to expiration of the Performance Period, the Target Shares shall not be reduced and the Award shall continue to be eligible to vest and become payable based on the number of Target Shares and the Performance Goals. (c) Upon termination of employment with the Participant’s Termination of Service as an Employee Company for any reason other than death, Disability, Retirement or without Cause, prior to expiration of the Performance Period, any Award Shares not vested at the time of such termination shall become ineligible for crediting to the Participant’s Deferral Account and shall be forfeited. (d) Any Award Shares which have been credited to the Participant’s Deferral Account prior to the Participant’s Termination termination of Service as an Employee employment shall not be forfeited in the event of such Termination termination of Service as an Employee employment but rather delivery of such shares shall continue to be governed by the terms of the Deferral Election and the Deferred Compensation Plan (or any re-deferral election made in accordance with Section 409A and the terms of the Deferred Compensation Plan).

Forfeiture of Performance Stock Units. (a) Upon Upon: (i) the Participant’s Retirement (as defined below) or (ii) the Participant’s Termination of Service as an Employee by the Company without Cause (as defined below), in either case, prior to [January 1, 2021] (or, if earlier, the expiration of the Performance Period), the Target Shares shall be reduced on a pro-rata basis to reflect (x) the number of days of employment completed during the period beginning on the date of this Agreement divided by (y) 365 (or, if less, the number of days in the Performance Period), and the Award shall continue to be eligible to vest and become payable based on such prorated number of Target Shares and the Performance Goals.Goals in accordance with the provisions of Exhibit A; or (ii) the Participant’s Termination of Service as an Employee by the Company without Cause (as defined below) prior to the expiration of the Performance Period, the Target Shares shall be reduced on a pro-rata basis to reflect (x) the number of days of employment completed during the period beginning on first day of the Performance Period divided by (y) 1,095 (or, if less, the number of days in the Performance Period), and the Award shall continue to be eligible to vest and become payable based on such prorated number of Target Shares and the Performance Goals in accordance with the provisions of Exhibit A. (b) Upon the Participant’s Termination of Service as an Employee due to Retirement on or after [January 1, 2021], death or Disability (or, if the Participant is party to an employment agreement with the Company, in accordance with such employment agreement in the case of a Termination of Service for “Good Reason”, as defined in such employment agreement) prior to the expiration of the Performance Period, the Target Shares shall not be reduced reduced, and the Award shall continue to be eligible to vest and become payable based on the number of Target Shares and the Performance Goals.Goals in accordance with the provisions of Exhibit A. (c) Upon the Participant’s Termination of Service as an Employee for any reason other than death, Disability, Retirement Retirement, or without CauseCause (or, if the Participant is party to an employment agreement with the Company, for Good Reason), prior to expiration of the Performance Period, any all Award Shares not vested at the time of such termination shall become ineligible for crediting to the Participant’s Deferral Account and shall be forfeited. (d) Any Award Shares which have vested and been credited to the Participant’s Deferral Account prior to (or in connection with) the Participant’s Termination of Service as an Employee shall not be forfeited in the event of such Termination of Service as an Employee but rather delivery of such shares shall continue to be governed by the terms of the Deferral Election and the Deferred Compensation Plan (or any re-deferral election made in accordance with Section 409A of the Code and the terms of the Deferred Compensation Plan).