Termination by the Company without Cause or for Good Reason. Notwithstanding Section 3(a) and subject to Section 3(d) below, if your Service is terminated by a Participating Company for any reason other than Cause or due to your voluntary resignation for Good Reason after the Grant Date and prior to the third anniversary of the Grant Date, subject to you satisfying the Release Requirement set forth in Section 3(e) below, the Award would be treated as follows: (i) the number of Performance Units corresponding to any Performance Period that ends on or ended prior to the date of your termination of Service (before giving effect to any deemed early ending of any Performance Period pursuant to the Change in Control provisions of Exhibit A) that are eligible to vest (as though you had continued in Service until the third anniversary of the Grant Date) based on actual performance for such completed Performance Period will vest upon your termination of Service (for this purpose, taking in to account the Change in Control provisions of Exhibit A as to any such Performance Period(s)), and (ii) for any Performance Units corresponding to a Performance Period that ends after the date of your termination of Service (before giving effect to any deemed early ending of any Performance Period pursuant to the Change in Control provisions of Exhibit A), such Performance Units will remain outstanding and eligible to vest at the end of that Performance Period (including any deemed early ending of such a Performance Period giving effect to the Change in Control provisions of Exhibit A) on a pro-rata basis (where the number of Performance Units corresponding to such a Performance Period that will vest at the end of that Performance Period will equal (a) the number of Performance Units corresponding to that Performance Period that are eligible to vest based on actual performance for that Performance Period as determined in accordance with Exhibit A (including any deemed early ending of a Performance Period giving effect to the Change in Control provisions of Exhibit A) multiplied by (b) a fraction, the numerator of which is the total number of days from the first day of the Performance Period through the date of your termination of Service and the denominator of which is the total number of days in that Performance Period (for purposes of this clause (b), counting days based on the originally-scheduled Performance Period without giving effect to any deemed early ending of a Performance Period under the Change in Control provisions of Exhibit A)). Any Performance Units that do not remain eligible to vest after giving effect to the applicable provisions of this Section 3(c) will be forfeited to the Company immediately and automatically upon the cessation of your Service with the Company or its successor without payment of any consideration therefor and you will have no further right, title or interest in or to such Performance Units or the underlying shares of Stock.
Appears in 2 contracts
Sources: Performance Stock Units Agreement (Halozyme Therapeutics, Inc.), Performance Stock Units Agreement (Halozyme Therapeutics, Inc.)
Termination by the Company without Cause or for Good Reason. Notwithstanding Section 3(a) and subject to Section 3(d) below, if your Service is terminated by a Participating Company for any reason other than Cause or due to your voluntary resignation for Good Reason after the Grant Date and prior to the third anniversary of the Grant Date, subject to you satisfying the Release Requirement set forth in Section 3(e) below, the Award would be treated as follows: (i) if the number of Performance Units corresponding to any Performance Period that ends on or ended prior to the date of your termination of Service (before giving effect to any deemed early ending of any Performance Period pursuant to the Change in Control provisions of Exhibit A) on or prior to the date of the termination of your Service, the total number of Performance Units that are eligible to vest (as though you had continued in Service until the third anniversary of the Grant Date) based on actual performance for such completed Performance Period will vest upon your termination of Service (for this purpose, taking in to into account the Change in Control provisions of Exhibit A as to any such Performance Period(s)), and ; or (ii) for any Performance Units corresponding to a if the Performance Period that ends after the date of your termination of Service had not ended (before giving effect to any deemed early ending of any Performance Period pursuant to the Change in Control provisions of Exhibit A)) on or prior to the date of the termination of your Service, such the Performance Units will remain outstanding and eligible to vest at the end of that the Performance Period (including any deemed early ending of such a Performance Period giving effect to the Change in Control provisions of Exhibit A) on a pro-rata basis (where the number of Performance Units corresponding to such a the Performance Period that will vest at the end of that the Performance Period will equal (a) the number of Performance Units corresponding to that the Performance Period that are eligible to vest based on actual performance for that the Performance Period as determined in accordance with Exhibit A (including any deemed early ending of a Performance Period giving effect to the Change in Control provisions of Exhibit A) multiplied by (b) a fraction, the numerator of which is the total number of days from the first day of the Performance Period through the date of your termination of Service and the denominator of which is the total number of days in that the Performance Period (for purposes of this clause (b)counting the number of days in such denominator as to any Performance Period, counting days based on the originally-scheduled Performance Period without giving effect to any deemed early ending of a Performance Period under the Change in Control provisions of Exhibit A)). Any Performance Units that do not remain eligible to vest after giving effect to the applicable provisions of this Section 3(c) will be forfeited to the Company immediately and automatically upon the cessation of your Service with the Company or its successor without payment of any consideration therefor and you will have no further right, title or interest in or to such Performance Units or the underlying shares of Stock.
Appears in 1 contract
Sources: Performance Stock Units Agreement (Halozyme Therapeutics, Inc.)
Termination by the Company without Cause or for Good Reason. Notwithstanding Section 3(a) and subject to Section 3(d) below, if your Service is terminated by a Participating Company for any reason other than Cause or due to your voluntary resignation for Good Reason after the Grant Date and prior to the third anniversary of the Grant Date, subject to you satisfying the Release Requirement set forth in Section 3(e) below, the Award would be treated as follows: (i) the number of Performance Units corresponding to any Performance Period that ends on or ended prior to the date of your termination of Service (before giving effect to any deemed early ending of any Performance Period pursuant to the Change in Control provisions of Exhibit A) that are eligible to vest (as though you had continued in Service until the third anniversary of the Grant Date) based on actual performance for such completed Performance Period will vest upon your termination of Service (for this purpose, taking in to into account the Change in Control provisions of Exhibit A as to any such Performance Period(s)), and (ii) for any Performance Units corresponding to a Performance Period that ends after the date of your termination of Service (before giving effect to any deemed early ending of any Performance Period pursuant to the Change in Control provisions of Exhibit A), such Performance Units will remain outstanding and eligible to vest at the end of that Performance Period (including any deemed early ending of such a Performance Period giving effect to the Change in Control provisions of Exhibit A) on a pro-rata basis (where the number of Performance Units corresponding to such a Performance Period that will vest at the end of that Performance Period will equal (a) the number of Performance Units corresponding to that Performance Period that are eligible to vest based on actual performance for that Performance Period as determined in accordance with Exhibit A (including any deemed early ending of a Performance Period giving effect to the Change in Control provisions of Exhibit A) multiplied by (b) a fraction, the numerator of which is the total number of days from the first day of the Performance Period through the date of your termination of Service and the denominator of which is the total number of days in that Performance Period (for purposes of this clause (b)counting the number of days in such denominator as to any Performance Period, counting days based on the originally-scheduled Performance Period without giving effect to any deemed early ending of a Performance Period under the Change in Control provisions of Exhibit A)). Any Performance Units that do not remain eligible to vest after giving effect to the applicable provisions of this Section 3(c) will be forfeited to the Company immediately and automatically upon the cessation of your Service with the Company or its successor without payment of any consideration therefor and you will have no further right, title or interest in or to such Performance Units or the underlying shares of Stock.
Appears in 1 contract
Sources: Performance Stock Units Agreement (Halozyme Therapeutics, Inc.)