Termination of Employment; Change in Control. (a) For purposes of this Section 4, the terms Cause, Without Cause, Good Reason, Without Good Reason and Disability shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties Inc., dated as of the date hereof, as amended or restated from time to time; provided, however, if the Participant is no longer employed pursuant to such employment agreement, each such term shall have the meaning ascribed to it in the employment agreement last in effect which contains such defined term. (b) If the Participant's employment with the Company is terminated by the Company for Cause or by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurred, the Change in Control Amount), if any, as of the date of termination of employment. (c) If the Participant's employment with the Company is terminated by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before December 31, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurred, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment. (d) If the Participant's employment with the Company is terminated due to the Participant's death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2005 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which seventy-two (72) and (y) 25,000 or (ii) 12,500 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant's termination for death or Disability, 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment. (e) In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the "Change in Control Amount"). The Change in Control Amount shall be distributed to the Participant on or promptly following the Change in Control Date.
Appears in 6 contracts
Sources: Restricted Stock Unit Agreement (Avatar Holdings Inc), Restricted Stock Unit Agreement (Avatar Holdings Inc), Restricted Stock Unit Agreement (Avatar Holdings Inc)
Termination of Employment; Change in Control. (a) For purposes of this Section 4, the terms Cause, Without Cause, Good Reason, Without Good Reason and Disability shall have the meanings ascribed to such terms in the Participant's amended and restated ’s employment agreement with Avatar Properties Inc.the Company, dated as of the date hereof, as amended or restated from time to time; provided, however, if the Participant is no longer employed pursuant to such employment agreement, each such term shall have the meaning ascribed to it in the employment agreement last in effect which contains such defined term.
(b) If the Participant's ’s employment with the Company is terminated by the Company for Cause or by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurred, the Change in Control AmountAmount if such Change in Control Amount has not yet been paid to the Participant prior to such termination of employment), if any, as of the date of termination of employment.
(c) If the Participant's ’s employment with the Company is terminated by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before December 31July 8, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurred, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment, if such Change in Control Amount has not yet been paid to the Participant prior to such termination of employment.
(d) If the Participant's ’s employment with the Company is terminated due to the Participant's ’s death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1July 9, 2005 2007 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which seventyis thirty-two six (7236) and (y) 25,000 2,500 or (ii) 12,500 1,250 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's ’s estate or the person or persons to whom the deceased Participant's ’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's ’s employment with the Company is terminated by Participant's ’s death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant's ’s termination for death or Disability, 12,500 1,250 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's ’s estate or the person or persons to whom the deceased Participant's ’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's ’s estate or the person or persons to whom the deceased Participant's ’s rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment, if such Change in Control Amount has not yet been paid to the Participant prior to the Participant’s termination of employment due to death or Disability.
(e) In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the "“Change in Control Amount"”). The Change in Control Amount shall be distributed to the Participant on or promptly no later than thirty (30) days following the Change in Control Date.
Appears in 3 contracts
Sources: Restricted Stock Unit Agreement (Avatar Holdings Inc), Restricted Stock Unit Agreement (Avatar Holdings Inc), Restricted Stock Unit Agreement (Avatar Holdings Inc)
Termination of Employment; Change in Control. It is understood that you are an “at-will” employee. Either you or the Company may terminate the employment relationship at any time and for any reason, with or without Cause or prior notice and without additional compensation to you, subject to the following:
(a) For purposes the Company may terminate your employment for Cause (as defined below) upon written notice to you effective immediately, in which case you will not be entitled to receive any form of this Section 4payment other than your earned salary and accrued but unused vacation through your date of termination (the “Accrued Obligations”):
(b) you may terminate your employment voluntarily other than for Good Reason (as defined below) upon at least thirty (30) days’ prior written notice to the Company, in which case you will not be entitled to receive any form of payment other than the Accrued Obligations; and
(c) the Company may terminate your employment without Cause upon written notice to you effective immediately, provided and notwithstanding the foregoing, in the event that the Company terminates your employment without Cause, then, subject to you entering into and complying with a separation agreement and general release in a form provided by the Company that becomes fully effective (due to its timely execution and non-revocation) within sixty (60) days of the termination of your employment (such requirements, the terms Cause“Release Requirements”), Without Cause, Good Reason, Without Good Reason and Disability shall have which may include noncompetition provisions consistent with the meanings ascribed to such terms noncompetition provisions set forth in the Participant's amended Employee Non-Solicitation, Confidentiality and restated employment agreement with Avatar Properties Inc.Assignment Agreement, dated in addition to Accrued Obligations, you will be entitled to: (i) payment of an amount equal to nine (9) months of your then Base Salary as of the date hereofof termination, such amount to be paid in equal installments over a nine (9) month period after the date of your termination in accordance with the Company’s usual payroll practices and periods, and (ii) provided you timely elect and remain eligible for coverage pursuant to Part 6 of Title I of ERISA, or similar state law (collectively, “COBRA”), payment or reimbursement to you of an amount equal to monthly COBRA premiums at the same rate as the Company pays for active employees for you and your eligible dependents until the earlier of nine (9) months or the date you become eligible for coverage under a subsequent employer’s medical plan, subject to applicable COBRA terms and in compliance with applicable non-discrimination or other requirements under the Internal Revenue Code of 1986, as amended or restated from time to time; provided(the “Code”), howeverthe Patient Protection and Affordable Care Act, if and the Participant is no longer employed pursuant to such employment agreementHealth Care and Education Reconciliation Act (collectively the “Severance Payments”). In the interest of clarity, each such term shall have the meaning ascribed to it other than as provided in Section 5(d) hereof, in the event your employment agreement last in effect which contains such defined termis terminated as a result of your (1) death, (2) disability, (3) resignation, or (4) termination for Cause by the Company, you will be entitled to the Accrued Obligations but you will not be entitled to the Severance Payments or any other compensation.
(bd) If In the Participant's event that, within the twelve (12) month period that immediately follows or the thirty (30) day period immediately prior to a Change in Control (as defined below), your employment with the Company is terminated by the Company for without Cause or by the Participant Without as a result of your resignation for Good Reason, then subject to your compliance with the Participant shall forfeit all Units granted Release Requirements and in lieu of the Severance Payments, you will be entitled to: (1) an amount equal to the Participant pursuant to Section 2(atwelve (12) hereof (or, in the event a Change in Control has occurred, the Change in Control Amount), if any, months of your then Base Salary as of the date of termination, such amount to be paid in equal installments over a twelve (12) month period after the date of your termination of employment.
(c) If the Participant's employment in accordance with the Company Company’s usual payroll practices and periods; (2) an amount equal to your target annual performance bonus amount for the year your employment is terminated by terminated, payable within sixty (60) days following the last day of your employment; (3) provided you timely elect and remain eligible for COBRA coverage, payment or reimbursement to you of an amount equal to monthly COBRA premiums at the same rate as the Company Without Causepays for active employees for you and your eligible dependents until the earlier of twelve (12) months or the date you become eligible for coverage under a subsequent employer’s medical plan, subject to applicable COBRA terms and in compliance with applicable non-discrimination or is terminated by other requirements under the Participant for Good ReasonInternal Revenue Code of 1986, as amended (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof“Code”), if any, shall vest, be converted into shares of Common Stock the Patient Protection and be immediately distributed to the ParticipantAffordable Care Act, and the Health Care and Education Reconciliation Act (Bcollectively, the “CIC Severance Payments”) and (4) immediate vesting of the then unvested portion of any additional Units that satisfy outstanding equity awards then held by you (together with the Hurdle Price Condition on or before December 31CIC Severance Payments, 2010the “CIC Severance Benefits”). In the interest of clarity, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event your employment is terminated within the twelve (12) month period that immediately follows or the thirty (30) day period immediately prior to a Change in Control has occurredas a result of your resignation without Good Reason or termination for Cause by the Company, the Participant shall you will be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(d) If the Participant's employment with the Company is terminated due to the Participant's death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2005 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which seventy-two (72) and (y) 25,000 or (ii) 12,500 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by Accrued Obligations but you will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant's termination for death or Disability, 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable) shall not be entitled to receive the Change in Control Amount, if any, upon the date of termination of employmentCIC Severance Benefits or any other compensation.
(e) In the event For purposes of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the "Change in Control Amount"). The Change in Control Amount shall be distributed to the Participant on or promptly following the Change in Control Date.this Agreement:
Appears in 2 contracts
Sources: Employment Agreement (Beam Therapeutics Inc.), Employment Agreement (Beam Therapeutics Inc.)
Termination of Employment; Change in Control. (a) For purposes of this Section 4, If the terms Recipient’s employment is terminated (i) by the Company or an Affiliate without Cause, Without Cause, (ii) by the Recipient for “Good Reason” (as such term is defined in Section 3(c) hereof), Without Good Reason and (iii) due to the Recipient’s “Retirement” (as such term is defined in Section 3(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the shares of Restricted Stock shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties Inc., dated become vested as of the date hereofof the termination of the Recipient’s employment on a pro rata basis, as amended determined based on (x) the number of days that have elapsed from the Grant Date through the date the Recipient ceases to be an employee of the Company or restated from time an Affiliate, compared to time; provided, however(y) the total number of days during the period commencing on the Grant Date and ending on the fourth anniversary of the Grant Date. Notwithstanding the foregoing, if the Participant is no longer employed pursuant to such employment agreement, each such term shall have Recipient’s Qualified Termination occurs within twelve (12) months after a Change in Control in which the meaning ascribed to it shares of Restricted Stock are assumed by the acquirer or surviving entity in the employment agreement last Change in effect which contains such defined termControl transaction, then the shares of Restricted Stock shall become fully vested as of the date of the termination of the Recipient’s employment.
(b) If the Participant's employment with the Company is terminated by the Company for Cause or by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurredoccurs prior to the fourth anniversary of the Grant Date and while the Recipient is an employee of the Company or an Affiliate, and the shares of Restricted Stock are not assumed by the acquirer or surviving entity in the Change in Control Amount)transaction, if any, then the Recipient’s shares of Unvested Stock shall become fully vested as of the date of termination of employmentthe Change in Control.
(c) If For purposes of this Agreement, the Participant's term “Good Reason” shall mean, unless otherwise provided in an applicable agreement between the Recipient and the Company or an Affiliate, the occurrence of one or more of the following without the Recipient’s express written consent, which circumstances are not remedied by the Company within thirty (30) days of its receipt of a written notice from the Recipient describing the applicable circumstances (which notice must be provided by the Recipient within ninety (90) days of the Recipient’s knowledge of the applicable circumstances): (i) any material, adverse change in the Recipient’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Recipient’s base salary or bonus opportunity; or (iii) a geographical relocation of the Recipient’s principal office location by more than fifty (50) miles. For purposes of this Agreement, the term “Retirement” shall mean retirement from active employment with the Company is terminated or an Affiliate pursuant to its relevant policy on retirement as determined by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before December 31, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the ParticipantCommittee, or, (ii) if no such policy is in the event a Change in Control has occurredplace, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(d) If the Participant's retirement from active employment with the Company is terminated due to the Participant's death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2005 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which seventy-two (72) and (y) 25,000 or (ii) 12,500 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied an Affiliate on or before the first Anniversary of Participant's termination for death or Disability, 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employmentafter age 65.
(e) In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the "Change in Control Amount"). The Change in Control Amount shall be distributed to the Participant on or promptly following the Change in Control Date.
Appears in 2 contracts
Sources: Restricted Stock Agreement (Equity Commonwealth), Restricted Stock Agreement (Equity Commonwealth)
Termination of Employment; Change in Control. (a) For purposes of this Section 4If the Recipient’s employment is terminated (i) by the Company, the terms Trust or an Affiliate without Cause, Without Cause, (ii) by the Recipient for “Good Reason” (as such term is defined in Section 4(c) hereof), Without Good Reason and (iii) due to the Recipient’s “Retirement” (as such term is defined in Section 4(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the Time-Based LTIP Units shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties Inc., dated become vested as of the date hereofof the termination of the Recipient’s employment on a pro rata basis, as amended determined based on (x) the number of days that have elapsed from the Grant Date through the date the Recipient ceases to be an employee of the Company, the Trust or restated from time an Affiliate, compared to time; provided, however(y) the total number of days during the period commencing on the Grant Date and ending on the fourth anniversary of the Grant Date. Notwithstanding the foregoing, if the Participant is no longer employed pursuant to such employment agreement, each such term shall have Recipient’s Qualified Termination occurs within twelve (12) months after a Change in Control in which the meaning ascribed to it Time-Based LTIP Units are assumed by the acquirer or surviving entity in the employment agreement last Change in effect which contains such defined termControl transaction, then the Time-Based LTIP Units shall become fully vested as of the date of the termination of the Recipient’s employment.
(b) If the Participant's employment with the Company is terminated by the Company for Cause or by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurredoccurs prior to the fourth anniversary of the Grant Date and while the Recipient is an employee of the Company, the Trust or an Affiliate, and the Time-Based LTIP Units are not assumed by the acquirer or surviving entity in the Change in Control Amount)transaction, if any, then the Recipient’s Unvested Time-Based LTIP Units shall become fully vested as of the date of termination the Change in Control. Notwithstanding the foregoing, to the extent necessary for the Recipient to avoid taxes and/or penalties under Section 409A of employmentthe Code, a Change in Control shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Code.
(c) If For purposes of this Agreement, the Participant's term “Good Reason” shall mean, unless otherwise provided in an applicable agreement between the Recipient and the Company, the Trust or an Affiliate, the occurrence of one or more of the following without the Recipient’s express written consent, which circumstances are not remedied by the Company or the Trust within thirty (30) days of its receipt of a written notice from the Recipient describing the applicable circumstances (which notice must be provided by the Recipient within ninety (90) days of the Recipient’s knowledge of the applicable circumstances): (i) any material, adverse change in the Recipient’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Recipient’s base salary or bonus opportunity; or (iii) a geographical relocation of the Recipient’s principal office location by more than fifty (50) miles. For purposes of this Agreement, the term “Retirement” shall mean retirement from active employment with the Company is terminated Company, the Trust or an Affiliate pursuant to its relevant policy on retirement as determined by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before December 31, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the ParticipantCommittee, or, (ii) if no such policy is in the event a Change in Control has occurredplace, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(d) If the Participant's retirement from active employment with the Company is terminated due to the Participant's death or DisabilityCompany, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2005 to the date of death Trust or Disability, as the case may be (whichever is sooner), and the denominator of which seventy-two (72) and (y) 25,000 or (ii) 12,500 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied an Affiliate on or before the first Anniversary of Participant's termination for death or Disability, 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employmentafter age 65.
(e) In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the "Change in Control Amount"). The Change in Control Amount shall be distributed to the Participant on or promptly following the Change in Control Date.
Appears in 2 contracts
Sources: Time Based Ltip Unit Agreement (Equity Commonwealth), Time Based Ltip Unit Agreement (Equity Commonwealth)
Termination of Employment; Change in Control. (a) For purposes of this Section 4, the terms Cause, Without Cause, Good Reason, Without Good Reason and Disability shall have the meanings ascribed to such terms in the Participant's amended and restated ’s employment agreement with Avatar Properties Inc.the Company, dated as of the date hereof, as amended or restated from time to time; provided, however, if the Participant is no longer employed pursuant to such employment agreement, each such term shall have the meaning ascribed to it in the employment agreement last in effect which contains such defined term.
(b) If the Participant's ’s employment with the Company is terminated by the Company for Cause or by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurred, the Change in Control Amount), if any, as of the date of termination of employment.
(c) If the Participant's ’s employment with the Company is terminated by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before December 31, 20102009, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurred, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(d) If the Participant's ’s employment with the Company is terminated due to the Participant's ’s death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2005 2007 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which seventythirty-two six (7236) and (y) 25,000 18,900 or (ii) 12,500 9,450 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's ’s estate or the person or persons to whom the deceased Participant's ’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's ’s employment with the Company is terminated by Participant's ’s death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant's ’s termination for death or Disability, 12,500 9,450 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's ’s estate or the person or persons to whom the deceased Participant's ’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's ’s estate or the person or persons to whom the deceased Participant's ’s rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(e) In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the "“Change in Control Amount"”). The Change in Control Amount shall be distributed to the Participant on or promptly following the Change in Control Date.
Appears in 1 contract
Sources: Restricted Stock Unit Agreement (Avatar Holdings Inc)
Termination of Employment; Change in Control. It is understood that you are an “at-will” employee. Either you or the Company may terminate the employment relationship at any time and for any reason, with or without Cause or prior notice and without additional compensation to you, subject to the following:
(a) For purposes the Company may terminate your employment for Cause (as defined below) upon written notice to you effective immediately, in which case you will not be entitled to receive any form of this Section 4payment other than your earned salary and accrued but unused vacation through your date of termination (the “Accrued Obligations”):
(b) you may terminate your employment voluntarily other than for Good Reason (as defined below) upon at least thirty (30) days’ prior written notice to the Company, in which case you will not be entitled to receive any form of payment other than the Accrued Obligations; and
(c) the Company may terminate your employment without Cause upon written notice to you effective immediately, provided and notwithstanding the foregoing, in the event that the Company terminates your employment without Cause, then, subject to you entering into and complying with a separation agreement and general release in a form provided by the Company that becomes fully effective (due to its timely execution and non-revocation) within sixty (60) days of the termination of your employment (such requirements, the terms Cause“Release Requirements”), Without Cause, Good Reason, Without Good Reason and Disability shall have which may include noncompetition provisions consistent with the meanings ascribed to such terms noncompetition provisions set forth in the Participant's amended Employee Non-Solicitation, Confidentiality and restated employment agreement with Avatar Properties Inc.Assignment Agreement, dated in addition to Accrued Obligations, you will be entitled to: (i) payment of an amount equal to twelve (12) months of your then Base Salary as of the date hereofof termination, such amount to be paid in equal installments over a twelve (12) month period after the date of your termination in accordance with the Company’s usual payroll practices and periods, and (ii) provided you timely elect and remain eligible for coverage pursuant to Part 6 of Title I of ERISA, or similar state law (collectively, “COBRA”), payment or reimbursement to you of an amount equal to monthly COBRA premiums at the same rate as the Company pays for active employees for you and your eligible dependents until the earlier of twelve (12) months or the date you become eligible for coverage under a subsequent employer’s medical plan, subject to applicable COBRA terms and in compliance with applicable non-discrimination or other requirements under the Internal Revenue Code of 1986, as amended or restated from time to time; provided(the “Code”), howeverthe Patient Protection and Affordable Care Act, if and the Participant is no longer employed pursuant to such employment agreementHealth Care and Education Reconciliation Act (collectively the “Severance Payments”). In the interest of clarity, each such term shall have the meaning ascribed to it in the event your employment agreement last in effect which contains such defined termis terminated as a result of your (1) death, (2) disability, (3) resignation, or (4) termination for Cause by the Company, you will be entitled to the Accrued Obligations but you will not be entitled to the Severance Payments or any other compensation.
(bd) If In the Participant's event that, within the twelve (12) month period that immediately follows or the thirty (30) day period immediately prior to a Change in Control (as defined below), your employment with the Company is terminated by the Company for without Cause or by the Participant Without as a result of your resignation for Good Reason, then subject to your compliance with the Participant shall forfeit all Units granted Release Requirements and in lieu of the Severance Payments, you will be entitled to: (1) an amount equal to the Participant pursuant to Section 2(atwelve (12) hereof (or, in the event a Change in Control has occurred, the Change in Control Amount), if any, months of your then Base Salary as of the date of termination, such amount to be paid in equal installments over a twelve (12) month period after the date of your termination of employment.
(c) If the Participant's employment in accordance with the Company Company’s usual payroll practices and periods; (2) an amount equal to your target annual performance bonus amount for the year your employment is terminated by terminated, payable within sixty (60) days following the last day of your employment; (3) provided you timely elect and remain eligible for COBRA coverage, payment or reimbursement to you of an amount equal to monthly COBRA premiums at the same rate as the Company Without Causepays for active employees for you and your eligible dependents until the earlier of twelve (12) months or the date you become eligible for coverage under a subsequent employer’s medical plan, subject to applicable COBRA terms and in compliance with applicable non-discrimination or is terminated by other requirements under the Participant for Good ReasonInternal Revenue Code of 1986, as amended (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof“Code”), if any, shall vest, be converted into shares of Common Stock the Patient Protection and be immediately distributed to the ParticipantAffordable Care Act, and the Health Care and Education Reconciliation Act (Bcollectively, the “CIC Severance Payments”) and (4) immediate vesting of the then unvested portion of any additional Units that satisfy outstanding equity awards then held by you (together with the Hurdle Price Condition on or before December 31CIC Severance Payments, 2010the “CIC Severance Benefits”). In the interest of clarity, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event your employment is terminated within the twelve (12) month period that immediately follows or the thirty (30) day period immediately prior to a Change in Control has occurredas a result of your resignation without Good Reason or termination for Cause by the Company, the Participant shall you will be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(d) If the Participant's employment with the Company is terminated due to the Participant's death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2005 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which seventy-two (72) and (y) 25,000 or (ii) 12,500 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by Accrued Obligations but you will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant's termination for death or Disability, 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable) shall not be entitled to receive the Change in Control Amount, if any, upon the date of termination of employmentCIC Severance Benefits or any other compensation.
(e) In the event For purposes of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the "Change in Control Amount"). The Change in Control Amount shall be distributed to the Participant on or promptly following the Change in Control Date.this Agreement:
Appears in 1 contract
Termination of Employment; Change in Control. (a) For purposes of this Section 4If, during the Performance Period, the terms Recipient’s employment is terminated (i) by the Company, the Trust or an Affiliate without Cause, Without Cause, (ii) by the Recipient for “Good Reason” (as such term is defined in Section 6(c) hereof), Without Good Reason (iii) due to the Recipient’s “Retirement” (as such term is defined in Section 6(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the number of Performance-Based LTIP Units that are earned by the Recipient shall be determined at the end of the Performance Period in accordance with Section 4 hereof, and Disability the Recipient’s Earned Performance-Based LTIP Units, if any, shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties Inc., dated become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof, as amended . If the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control in which the Performance-Based LTIP Units are assumed by the acquirer or restated from time to time; provided, however, if the Participant is no longer employed pursuant to such employment agreement, each such term shall have the meaning ascribed to it surviving entity in the employment agreement last Change in effect Control transaction, then any such Earned Performance-Based LTIP Units shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof. With respect to Earned Performance-Based LTIP Units held by the Recipient for which contains the Performance Period is complete but for which the additional vesting period is incomplete prior to the Recipient’s Qualified Termination, any restrictions on the Earned Performance-Based LTIP Units shall lapse and such defined termEarned Performance-Based LTIP Units shall automatically become fully vested as of the date of the termination of the Recipient’s employment.
(b) If If, during the Participant's employment with the Company is terminated by the Company for Cause or by the Participant Without Good ReasonPerformance Period, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurredoccurs while the Recipient is an employee of the Company, the Trust or an Affiliate, and the Performance-Based LTIP Units are not assumed by the acquirer or surviving entity in the Change in Control Amount)transaction, if any, then the Recipient’s Performance-Based LTIP Units shall be deemed earned based on the actual level of achievement of the Performance Criteria measured as of the date of termination of employment.
(c) If the Participant's employment with the Company is terminated by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before December 31, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurred, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(d) If the Participant's employment with the Company is terminated due to the Participant's death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2005 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which seventy-two (72) and (y) 25,000 or (ii) 12,500 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant's termination for death or Disability, 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(e) In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, as determined by the Committee based on a then forty (40) day trailing average price per share of Stock. Any such Earned Performance-Based LTIP Units shall be converted into such amount of cash, securities or other property (or any combination thereof) received fully vested. With respect to Earned Performance-Based LTIP Units held by the stockholders Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete, any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested as of the Company in connection with date of the Change in Control (Control. Notwithstanding the "foregoing, to the extent necessary for the Recipient to avoid taxes and/or penalties under Section 409A of the Code, a Change in Control Amount")shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Code.
(c) For purposes of this Agreement, the term “Good Reason” shall mean, unless otherwise provided in an applicable agreement between the Recipient and the Company, the Trust or an Affiliate, the occurrence of one or more of the following without the Recipient’s express written consent, which circumstances are not remedied by the Company or the Trust within thirty (30) days of its receipt of a written notice from the Recipient describing the applicable circumstances (which notice must be provided by the Recipient within ninety (90) days of the Recipient’s knowledge of the applicable circumstances): (i) any material, adverse change in the Recipient’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Recipient’s base salary or bonus opportunity; or (iii) a geographical relocation of the Recipient’s principal office location by more than fifty (50) miles. The Change For purposes of this Agreement, the term “Retirement” shall mean retirement from active employment with the Company, the Trust or an Affiliate pursuant to its relevant policy on retirement as determined by the Committee, or, if no such policy is in Control Amount shall be distributed to place, retirement from active employment with the Participant Company, the Trust or an Affiliate on or promptly following the Change in Control Dateafter age 65.
Appears in 1 contract
Sources: Performance Based Ltip Unit Agreement (Equity Commonwealth)
Termination of Employment; Change in Control. (a) For purposes of this Section 4, If the terms Recipient’s employment is terminated (i) by the Company or an Affiliate without Cause, Without Cause, (ii) by the Recipient for “Good Reason” (as such term is defined in Section 3(c) hereof), Without Good Reason and (iii) due to the Recipient’s “Retirement” (as such term is defined in Section 3(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the shares of Restricted Stock shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties Inc., dated become fully vested as of the date hereof, as amended of the termination of the Recipient’s employment. If the Recipient’s Qualified Termination occurs within twelve (12) months after a Change in Control in which the shares of Restricted Stock are assumed by the acquirer or restated from time to time; provided, however, if the Participant is no longer employed pursuant to such employment agreement, each such term shall have the meaning ascribed to it surviving entity in the employment agreement last Change in effect which contains such defined termControl transaction, then the shares of Restricted Stock shall become fully vested as of the date of the termination of the Recipient’s employment.
(b) If the Participant's employment with the Company is terminated by the Company for Cause or by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurredoccurs prior to the fourth anniversary of the Grant Date and while the Recipient is an employee of the Company or an Affiliate, and the shares of Restricted Stock are not assumed by the acquirer or surviving entity in the Change in Control Amount)transaction, if any, then the Recipient’s shares of Unvested Stock shall become fully vested as of the date of termination of employmentthe Change in Control.
(c) If For purposes of this Agreement, the Participant's term “Good Reason” shall mean, unless otherwise provided in an applicable agreement between the Recipient and the Company or an Affiliate, the occurrence of one or more of the following without the Recipient’s express written consent, which circumstances are not remedied by the Company within thirty (30) days of its receipt of a written notice from the Recipient describing the applicable circumstances (which notice must be provided by the Recipient within ninety (90) days of the Recipient’s knowledge of the applicable circumstances): (i) any material, adverse change in the Recipient’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Recipient’s base salary or bonus opportunity; or (iii) a geographical relocation of the Recipient’s principal office location by more than fifty (50) miles. For purposes of this Agreement, the term “Retirement” shall mean retirement from active employment with the Company is terminated or an Affiliate pursuant to its relevant policy on retirement as determined by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before December 31, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the ParticipantCommittee, or, (ii) if no such policy is in the event a Change in Control has occurredplace, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(d) If the Participant's retirement from active employment with the Company is terminated due to the Participant's death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2005 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which seventy-two (72) and (y) 25,000 or (ii) 12,500 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied an Affiliate on or before the first Anniversary of Participant's termination for death or Disability, 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employmentafter age 65.
(e) In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the "Change in Control Amount"). The Change in Control Amount shall be distributed to the Participant on or promptly following the Change in Control Date.
Appears in 1 contract
Termination of Employment; Change in Control. The pRSUs will vest, if at all, as described in Section 1, except as otherwise provided in Section 3. Notwithstanding the foregoing:
(a) For purposes In the event of this Section 4the death or Disability of Employee, the terms Cause, Without Cause, Good Reason, Without Good Reason and Disability shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties Inc., dated pRSUs will vest (without proration) as of the date hereof, as amended or restated from time to time; provided, however, if the Participant is no longer employed pursuant to such employment agreement, each such term shall have the meaning ascribed to it in the employment agreement last in effect which contains such defined term.
(b) If the Participant's employment with the Company is terminated by the Company for Cause or by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurred, the Change in Control Amount), if any, as of the date of termination of employment.
(c) If the Participant's employment with the Company is terminated by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participantdate, and (B) any additional Units that satisfy the Hurdle Price Condition on or before December 31, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurred, the Participant Employee shall be entitled to receive the Change in Control Amountcorresponding number of Shares underlying such pRSUs, if anybased upon actual performance through the applicable employment termination date (treating Employee’s employment termination date as the last day of the Performance Period), upon as certified by the date of termination of employmentCommittee.
(db) If In the Participant's event of a termination of Employee’s employment by the Company without Cause or by Employee with Good Reason (if and as such term is defined in Employee’s employment agreement or, if none, in Employee’s severance agreement or other similar written agreement with the Company is terminated Company), or due to the Participant's death retirement by Employee on or Disabilityafter the attainment of a combined number of age and years of service of at least 75, with a minimum age of 62 (“Retirement”), the pRSUs will vest as of the employment termination date, and Employee shall be entitled to receive the corresponding number of Units granted to the Participant pursuant to Section 2(a) hereofShares underlying such pRSUs, if any, which equals the greater of based upon (i) actual performance through the product of employment termination date, as certified by the Committee, multiplied by (xii) a fraction fraction, the numerator of which is the number of completed whole months elapsed from January 1, 2005 to days on which Employee was employed during the date of death or Disability, as the case may be (whichever is sooner)Performance Period, and the denominator of which seventy-two is the number of days in the Performance Period.
(72c) and (y) 25,000 or (ii) 12,500 UnitsIn the event of a Qualifying Termination, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator pRSUs will vest as of the deceased Participant's estate or date of such Qualifying Termination (or, if later, the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicableChange in Control), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant's termination for death or Disability, 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable) Employee shall be entitled to receive the corresponding number of Shares underlying such pRSUs, based upon the greater of (i) actual performance measured upon the Change in Control Amount(treating the effective date of the Change in Control as the last day of the Performance Period), as certified by the Committee, or (ii) the target level set forth in Section 1 above. For purposes of this Agreement, a “Qualifying Termination” occurs if, (x) within the six (6) months prior to the public announcement of a proposed transaction that culminates in a Change in Control (y) during the period following such public announcement and prior to the Change in Control or (z) within the twenty-four (24) months following a Change in Control, Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason (if and as such term is defined in Employee’s employment agreement or, if anynone, in Employee’s written severance agreement or other similar written agreement with the Company); provided, that in the case of (x) or (y) the Qualifying Termination shall occur upon the date of termination of employmentthe Change in Control.
(ed) In the event of a Change in ControlControl without a Qualifying Termination on or prior to December 31, all Units granted 2019, performance with respect to the Participant pursuant to Section 2(a) hereof, if any, shall Performance Goals will be converted into shares of Common Stock immediately prior to measured upon the consummation Change in Control (treating the effective date of the Change in Control andas the last day of the Performance Period). The pRSUs will remain outstanding thereafter and will vest at the end of the original Performance Period, subject to the terms and conditions of this Agreement (including, but not limited to, Section 3). Following the end of the Performance Period, Employee shall be entitled to receive the corresponding number of Shares underlying such pRSUs, based upon consummation actual performance through the date of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received as certified by the stockholders of the Company in connection with the Change in Control (the "Change in Control Amount"). The Change in Control Amount shall be distributed to the Participant on or promptly following the Change in Control DateCommittee.
Appears in 1 contract
Sources: Performance Based Restricted Stock Unit Agreement (Ventas Inc)
Termination of Employment; Change in Control. (a) For purposes of this Section 4, the terms Cause, Without Cause, Good Reason, Without Good Reason and Disability shall have the meanings ascribed to such terms in the Participant's amended and restated ’s employment agreement with Avatar Properties Inc.the Company, dated as of the date hereof, as amended or restated from time to time; provided, however, if the Participant is no longer employed pursuant to such employment agreement, each such term shall have the meaning ascribed to it in the employment agreement last in effect which contains such defined term.
(b) If the Participant's ’s employment with the Company is terminated by the Company for Cause or by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurred, the Change in Control AmountAmount if such Change in Control Amount has not yet been paid to the Participant prior to such termination of employment), if any, as of the date of termination of employment.
(c) If the Participant's ’s employment with the Company is terminated by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before December 31, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurred, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment, if such Change in Control Amount has not yet been paid to the Participant prior to such termination of employment.
(d) If the Participant's ’s employment with the Company is terminated due to the Participant's ’s death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months days elapsed from January 1, 2005 the Effective Date to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which seventy-two is the number days from (72and including) the Effective Date and through (and including) December 31, 2011 and (y) 25,000 4,000 or (ii) 12,500 2,000 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's ’s estate or the person or persons to whom the deceased Participant's ’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's ’s employment with the Company is terminated by Participant's ’s death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant's termination for death or Disabilitysatisfied, 12,500 2,000 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's ’s estate or the person or persons to whom the deceased Participant's ’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's ’s estate or the person or persons to whom the deceased Participant's ’s rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment, if such Change in Control Amount has not yet been paid to the Participant prior to the Participant’s termination of employment due to death or Disability.
(e) In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the "“Change in Control Amount"”). The Change in Control Amount shall be distributed to the Participant on or promptly no later than thirty (30) days following the Change in Control Date.
Appears in 1 contract
Sources: Restricted Stock Unit Agreement (Avatar Holdings Inc)
Termination of Employment; Change in Control. Unless otherwise determined by the Committee in its sole discretion, and notwithstanding anything herein to the contrary, the RSU Award will be subject to vesting or cancellation in connection with the events specified below:
(a) For purposes If, prior to the end of the RSU Restriction Period, Participant violates Section 8 of this Section 4, Agreement or is terminated by LII for Cause (as defined in any applicable employment agreement between LII and Participant or as determined by the terms Cause, Without Cause, Good Reason, Without Good Reason and Disability shall have the meanings ascribed to such terms Committee in its sole discretion in the Participant's amended and restated employment agreement with Avatar Properties Inc., dated as absence of the date hereof, as amended or restated from time to time; provided, however, if the Participant is no longer employed pursuant to any such employment agreement), each such term shall have then, immediately after LII becomes aware of a violation of Section 8 or Participant’s termination, the meaning ascribed to it in the employment agreement last in effect which contains such defined termRSU Award will be cancelled.
(b) If If, prior to the Participant's end of the RSU Restriction Period, Participant terminates employment with LII voluntarily, then, immediately after Participant’s termination, the Company RSU Award will be cancelled.
(c) If, prior to the end of the RSU Restriction Period, Participant is terminated by the Company for Cause or by without cause, then the Participant Without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurred, the Change in Control Amount), if any, RSU Award will vest fully as of the date of termination of employment.
(c) If the Participant's employment with the Company is terminated by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before December 31, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurred, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employmenttermination.
(d) If the Participant's employment with the Company is terminated due If, prior to the Participant's death end of the RSU Restriction Period, Participant dies or incurs a Disability, then Participant, or in the number event of Units granted to Participant’s death, Participant’s beneficiary, will vest in a pro rata amount of the RSU Award based upon the portion of the RSU Restriction Period during which Participant pursuant to Section 2(a) hereofserved as an employee of LII, if any, which equals the greater determined as of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2005 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which seventy-two (72) and (y) 25,000 or (ii) 12,500 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator remainder of the deceased RSU Award will be cancelled. For purposes of this Agreement, “Disability” means permanently disabled (completely unable to perform Participant's estate or ’s duties as defined in the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion benefit plans of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant's termination for death or Disability, 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicableCompany), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(e) In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the "Change in Control Amount"). The Change in Control Amount shall be distributed to the Participant on or promptly following the Change in Control Date.
Appears in 1 contract
Sources: Long Term Incentive Award Agreement (Lennox International Inc)
Termination of Employment; Change in Control. Unless otherwise determined by the Committee in its sole discretion, and notwithstanding anything herein to the contrary, the PSU Award, the RSU Award and the SAR Award will be subject to vesting or cancellation in connection with the events specified below:
(a) For purposes Except as otherwise provided in Section 4(c), if, prior to the end of the PSU Performance Period, RSU Restriction Period or SAR Exercise Period (as applicable), Participant violates Section 10 of this Section 4, Agreement or is terminated by LII for Cause (as defined in any applicable employment agreement between LII and Participant or as determined by the terms Cause, Without Cause, Good Reason, Without Good Reason and Disability shall have the meanings ascribed to such terms Committee in its sole discretion in the Participant's amended and restated employment agreement with Avatar Properties Inc., dated as absence of the date hereof, as amended or restated from time to time; provided, however, if the Participant is no longer employed pursuant to any such employment agreement), each such term shall have then, immediately after LII becomes aware of a violation of Section 10 or Participant’s termination, the meaning ascribed to it in the employment agreement last in effect which contains such defined termPSU Award, RSU Award or SAR Award will be cancelled.
(b) If If, prior to the Participant's end of the PSU Performance Period, RSU Restriction Period or SAR Exercise Period (as applicable), Participant terminates employment with the Company LII voluntarily or Participant’s employment with LII is terminated by the Company LII not for Cause or by the Participant Without Good ReasonCause, then, (i) immediately after Participant’s termination, the Participant shall forfeit all Units granted PSU Award, RSU Award and any unvested SAR Award will be cancelled, and (ii) immediately after Participant’s termination, the vested SARs will continue to be exercisable until the earlier of the end of the SAR Exercise Period and 90 days following Participant’s termination, and the remainder of the SAR Award will be cancelled.
(c) If, prior to the Participant pursuant to Section 2(a) hereof (orend of the SAR Exercise Period, in the event Participant’s employment with LII is terminated by LII for any reason within one year following a Change in Control has occurredControl, then the Change in Control Amountvested SARs will continue to be exercisable until the earlier of the end of the SAR Exercise Period and 90 days following Participant’s termination, and the remainder of the SAR Award will be cancelled.
(d) If, prior to the end of the PSU Performance Period, RSU Restriction Period or SAR Exercise Period (as applicable), if anyParticipant’s employment with LII terminates by reason of Participant’s retirement, and in connection with such termination of employment (i) Participant is at least 65 years of age, (ii) Participant is at least 62 years of age and has achieved at least 10 years of service with LII, (iii) the number of years of service Participant has achieved with LII plus Participant’s age equals at least 80 or (iv) applicable non-U.S. local law requires such termination to be treated as a retirement based on different criteria than those set forth in the preceding clauses (i), (ii) and (iii), then (x) Participant will vest in a pro rata amount of the PSU Award based upon the portion of the PSU Performance Period during which Participant served as an employee of LII and the Company’s attainment of its performance goals in accordance with the Performance Goals, determined at the end of the PSU Performance Period, and the remainder of the PSU Award will be cancelled, (y) Participant will vest in a pro rata amount of the RSU Award based upon the portion of the RSU Restriction Period during which Participant served as an employee of LII, determined as of the date of termination such retirement, and the remainder of employmentthe RSU Award will be cancelled, and (z) any vested SARs will continue to be exercisable for the remainder of the SAR Exercise Period, and the remainder of the SAR Award will be cancelled.
(ce) If If, prior to the end of the PSU Performance Period, RSU Restriction Period or SAR Exercise Period (as applicable), Participant dies or incurs a Disability, then (i) Participant's employment with the Company is terminated by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before December 31, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event of Participant’s death, Participant’s beneficiary, will vest in a Change in Control has occurred, pro rata amount of the Participant shall be entitled to receive the Change in Control Amount, if any, PSU Award based upon the date portion of termination the PSU Performance Period during which Participant served as an employee of employment.
(d) If LII and the Participant's employment Company’s attainment of its performance goals in accordance with the Company is terminated due to Performance Goals (as determined in the Participant's death or Disabilitysole discretion of the Committee), the number determined as of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2005 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator remainder of which seventy-two (72) and (y) 25,000 or the PSU Award will be cancelled, (ii) 12,500 UnitsParticipant, shall vestor in the event of Participant’s death, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator Participant’s beneficiary, will vest in a pro rata amount of the deceased Participant's estate or RSU Award based upon the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If RSU Restriction Period during which Participant served as an employee of LII, determined as of the Participant's employment with the Company is terminated by Participant's death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary date of Participant's termination for death or Disability, 12,500 Units shall and the remainder of the RSU Award will be granted cancelled, and shall vest, be converted into shares of Common Stock (iii) the SAR Award will become fully vested and be immediately distributed exercisable (to the Participant (or extent not already vested) and will continue to be exercisable for the executor or administrator remainder of the deceased SAR Exercise Period. For purposes of this Agreement, “Disability” means permanently disabled (completely unable to perform Participant's estate or ’s duties as defined in the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion benefit plans of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employmentCompany).
(e) In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the "Change in Control Amount"). The Change in Control Amount shall be distributed to the Participant on or promptly following the Change in Control Date.
Appears in 1 contract
Sources: Long Term Incentive Award Agreement (Lennox International Inc)
Termination of Employment; Change in Control. (a) For purposes of this the grant hereunder, any transfer of employment by the Grantee within the Hexcel Group or any other change in employment that does not constitute a “separation from service” within the meaning of Section 4, the terms Cause, Without Cause, Good Reason, Without Good Reason and Disability shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties Inc., dated as 1.409A-1(h) of the date hereofTreasury Regulations (or any successor provision), as amended or restated shall not be considered a termination of employment by the applicable member of the Hexcel Group. Any change in employment that does constitute a “separation from time to time; provided, however, if the Participant is no longer employed pursuant to such employment agreement, each such term shall have service” within the meaning ascribed to it in of Section 1.409A-1(h) of the employment agreement last in effect which contains such defined termTreasury Regulations (or any successor provision) shall be considered a termination of employment.
(b) If the Participant's employment with the Company is terminated by the Company for Cause or by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant Subject to Section 2(a) hereof (or, in the event a Change in Control has occurred, the Change in Control Amount5(d), if anythe Grantee’s employment with a member of the Hexcel Group terminates due to death, as all Restricted Units shall immediately vest, be converted into RSU Shares and be distributed to the Grantee’s personal representative within 30 days of the date of such termination. If the Grantee’s employment with a member of the Hexcel Group terminates due to the Grantee’s Retirement (as defined in the last Section hereof) or termination by the Hexcel Group following the Grantee’s Disability (as defined in the last Section hereof), all Restricted Units shall continue to vest (and be converted into an equivalent number of employmentRSU Shares that will be distributed to the Grantee) in accordance with Section 4 above. If, following Grantee’s Retirement or termination by the Hexcel Group following the Grantee’s Disability, the Grantee dies prior to the third anniversary of the Grant Date, then all Restricted Units shall immediately vest, be converted into RSU Shares and be distributed to the Grantee’s personal representative within 30 days of the date of such death.
(c) If the Participant's Grantee’s employment with a member of the Company is terminated by the Company Without CauseHexcel Group terminates for any reason other than due to death, Disability or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before December 31, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurredRetirement, the Participant Grantee shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employmentforfeit all unvested Restricted Units.
(d) If Notwithstanding any other provision contained herein or in the Participant's employment with the Company is terminated due to the Participant's death or DisabilityPlan, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2005 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which seventy-two (72) and (y) 25,000 or (ii) 12,500 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant's termination for death or Disability, 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(e) In the event of a Change in ControlControl (as defined in the last Section hereof), all Units granted and provided Grantee has been continuously employed with the Hexcel Group from the Grant Date through the date of such event or has terminated employment prior to the Participant pursuant date of such event due to Section 2(a) hereofRetirement or termination by the Hexcel Group following the Grantee’s Disability, if anythen all Restricted Units shall immediately vest, shall be converted into shares of Common Stock immediately prior RSU Shares and be distributed to the consummation Grantee within 30 days of the date of such Change in Control andControl. Notwithstanding anything herein to the contrary, upon consummation the provisions of the Plan applicable to an event described in Article X(d) of the Plan, which would include a Change in Control, shall be converted into apply to the Restricted Units and, in such amount of cashevent, securities or other property (or any combination thereof) received by the stockholders Committee may take such actions as it deemed appropriate pursuant to the Plan, consistent with the requirements of the Company in connection with the Change in Control Applicable Regulations (the "Change in Control Amount"as defined below). The Change in Control Amount shall be distributed to the Participant on or promptly following the Change in Control Date.
Appears in 1 contract
Termination of Employment; Change in Control. (a) For purposes of this Section 4If, during the Performance Period, the terms Recipient’s employment is terminated (i) by the Company, the Trust or an Affiliate without Cause, Without Cause, (ii) by the Recipient for “Good Reason” (as such term is defined in Section 6(c) hereof), Without Good Reason and (iii) due to the Recipient’s “Retirement” (as such term is defined in Section 6(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the number of Performance-Based LTIP Units that are earned by the Recipient shall have be determined at the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties Inc., dated as end of the date Performance Period in accordance with Section 4 hereof, as amended or restated from time to time; provided, however, if and the Participant is no longer employed pursuant to such employment agreement, each such term shall have the meaning ascribed to it in the employment agreement last in effect which contains such defined term.
(b) If the Participant's employment with the Company is terminated by the Company for Cause or by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurred, the Change in Control Amount), if any, as of the date of termination of employment.
(c) If the Participant's employment with the Company is terminated by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereofRecipient’s Earned Performance-Based LTIP Units, if any, shall vestbecome vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof on a pro rata basis, be converted into shares determined based on (x) the number of Common Stock and be immediately distributed to days that have elapsed from the Participant, and (B) any additional Units that satisfy beginning of the Hurdle Price Condition on or before December 31, 2010, if any, shall vest on Performance Period through the date the Hurdle Price Condition is satisfied, Recipient ceases to be converted into shares an employee of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurredCompany, the Participant shall be entitled Trust or an Affiliate, compared to receive the Change in Control Amount, if any, upon the date of termination of employment.
(d) If the Participant's employment with the Company is terminated due to the Participant's death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2005 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which seventy-two (72) and (y) 25,000 or (ii) 12,500 Units, shall vest, be converted into shares the total number of Common Stock days during the period commencing on «Commencement Date» and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied ending on or before the first «Fourth Anniversary of Participant's termination for death or Disability, 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeitedCommencement Date». Notwithstanding the foregoing, if the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control has occurred prior to such termination for death in which the Performance-Based LTIP Units are assumed by the acquirer or Disability, the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive surviving entity in the Change in Control Amounttransaction, if anythen any such Earned Performance-Based LTIP Units shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete prior to the Recipient’s Qualified Termination, upon any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested as of the date of the termination of the Recipient’s employment.
(eb) In If, during the event of Performance Period, a Change in ControlControl occurs while the Recipient is an employee of the Company, all the Trust or an Affiliate, and the Performance-Based LTIP Units granted to are not assumed by the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of acquirer or surviving entity in the Change in Control andtransaction, upon consummation then the Recipient’s Performance-Based LTIP Units shall be deemed earned based on the actual level of achievement of the Performance Criteria measured as of the date of the Change in Control, as determined by the Committee based on a then forty (40) day trailing average price per share of Stock. Any such Earned Performance-Based LTIP Units shall be converted into such amount of cash, securities or other property (or any combination thereof) received fully vested. With respect to Earned Performance-Based LTIP Units held by the stockholders Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete, any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested as of the Company in connection with date of the Change in Control (Control. Notwithstanding the "foregoing, to the extent necessary for the Recipient to avoid taxes and/or penalties under Section 409A of the Code, a Change in Control Amount")shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Code.
(c) For purposes of this Agreement, the term “Good Reason” shall mean, unless otherwise provided in an applicable agreement between the Recipient and the Company, the Trust or an Affiliate, the occurrence of one or more of the following without the Recipient’s express written consent, which circumstances are not remedied by the Company or the Trust within thirty (30) days of its receipt of a written notice from the Recipient describing the applicable circumstances (which notice must be provided by the Recipient within ninety (90) days of the Recipient’s knowledge of the applicable circumstances): (i) any material, adverse change in the Recipient’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Recipient’s base salary or bonus opportunity; or (iii) a geographical relocation of the Recipient’s principal office location by more than fifty (50) miles. The Change For purposes of this Agreement, the term “Retirement” shall mean retirement from active employment with the Company, the Trust or an Affiliate pursuant to its relevant policy on retirement as determined by the Committee, or, if no such policy is in Control Amount shall be distributed to place, retirement from active employment with the Participant Company, the Trust or an Affiliate on or promptly following the Change in Control Dateafter age 65.
Appears in 1 contract
Sources: Performance Based Ltip Unit Agreement (Equity Commonwealth)
Termination of Employment; Change in Control. (a) For purposes of this Section 4If the Recipient’s employment is terminated (i) by the Company, the terms Trust or an Affiliate without Cause, Without Cause, (ii) by the Recipient for “Good Reason” (as such term is defined in Section 4(c) hereof), Without Good Reason and (iii) due to the Recipient’s “Retirement” (as such term is defined in Section 4(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the Time-Based LTIP Units shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties Inc., dated become fully vested as of the date hereof, as amended of the termination of the Recipient’s employment. If the Recipient’s Qualified Termination occurs within twelve (12) months after a Change in Control in which the Time-Based LTIP Units are assumed by the acquirer or restated from time to time; provided, however, if the Participant is no longer employed pursuant to such employment agreement, each such term shall have the meaning ascribed to it surviving entity in the employment agreement last Change in effect which contains such defined termControl transaction, then the Time-Based LTIP Units shall become fully vested as of the date of the termination of the Recipient’s employment.
(b) If the Participant's employment with the Company is terminated by the Company for Cause or by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurredoccurs prior to the fourth anniversary of the Grant Date and while the Recipient is an employee of the Company, the Trust or an Affiliate, and the Time-Based LTIP Units are not assumed by the acquirer or surviving entity in the Change in Control Amount)transaction, if any, then the Recipient’s Unvested Time-Based LTIP Units shall become fully vested as of the date of termination the Change in Control. Notwithstanding the foregoing, to the extent necessary for the Recipient to avoid taxes and/or penalties under Section 409A of employmentthe Code, a Change in Control shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Code.
(c) If For purposes of this Agreement, the Participant's term “Good Reason” shall mean, unless otherwise provided in an applicable agreement between the Recipient and the Company, the Trust or an Affiliate, the occurrence of one or more of the following without the Recipient’s express written consent, which circumstances are not remedied by the Company or the Trust within thirty (30) days of its receipt of a written notice from the Recipient describing the applicable circumstances (which notice must be provided by the Recipient within ninety (90) days of the Recipient’s knowledge of the applicable circumstances): (i) any material, adverse change in the Recipient’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Recipient’s base salary or bonus opportunity; or (iii) a geographical relocation of the Recipient’s principal office location by more than fifty (50) miles. For purposes of this Agreement, the term “Retirement” shall mean retirement from active employment with the Company is terminated Company, the Trust or an Affiliate pursuant to its relevant policy on retirement as determined by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before December 31, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the ParticipantCommittee, or, (ii) if no such policy is in the event a Change in Control has occurredplace, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(d) If the Participant's retirement from active employment with the Company is terminated due to the Participant's death or DisabilityCompany, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2005 to the date of death Trust or Disability, as the case may be (whichever is sooner), and the denominator of which seventy-two (72) and (y) 25,000 or (ii) 12,500 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied an Affiliate on or before the first Anniversary of Participant's termination for death or Disability, 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employmentafter age 65.
(e) In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the "Change in Control Amount"). The Change in Control Amount shall be distributed to the Participant on or promptly following the Change in Control Date.
Appears in 1 contract
Sources: Time Based Ltip Unit Agreement (Equity Commonwealth)
Termination of Employment; Change in Control. (a) For purposes If the Recipient’s employment is terminated (i) by the Company or an Affiliate of this Section 4, the terms Company without “Cause, Without Cause, ,” (ii) by the Recipient for “Good Reason, Without Good Reason and Disability shall have ,” (iii) due to the meanings ascribed Recipient’s “Retirement,” or (iv) due to the Recipient’s death or “Disability” (as such terms are defined in Exhibit A hereto) (such termination, a “Qualified Termination”), then the Participant's amended and restated employment agreement with Avatar Properties Inc., dated Shares shall become vested as of the date hereofof the termination of the Recipient’s employment on a pro rata basis, as amended determined based on (x) the number of days that have elapsed from the Grant Date through the date the Recipient ceases to be an employee of the Company or restated from time an Affiliate of the Company, compared to time; provided, however(y) the total number of days during the period commencing on the Grant Date and ending on the fourth anniversary of the Grant Date. Notwithstanding the foregoing, if the Participant is no longer employed pursuant to such employment agreement, each Recipient’s Qualified Termination occurs within twelve (12) months after a “Change in Control” (as such term shall have is defined in Exhibit A hereto) in which the meaning ascribed to it Shares are assumed by the acquirer or surviving entity in the employment agreement last Change in effect which contains such defined termControl transaction, then the Shares shall become fully vested as of the date of the termination of the Recipient’s employment.
(b) If the Participant's employment with the Company is terminated by the Company for Cause or by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurredoccurs prior to the fourth anniversary of the Grant Date and while the Recipient is an employee of the Company or an Affiliate of the Company, and the Shares are not assumed by the acquirer or surviving entity in the Change in Control Amount)transaction, if any, then the Recipient’s Unvested Shares shall become fully vested as of the date of termination of employment.
(c) If the Participant's employment with the Company is terminated by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before December 31, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurred, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(d) If the Participant's employment with the Company is terminated due to the Participant's death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2005 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which seventy-two (72) and (y) 25,000 or (ii) 12,500 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant's termination for death or Disability, 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(e) In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the "Change in Control Amount"). The Change in Control Amount shall be distributed to the Participant on or promptly following the Change in Control Date.
Appears in 1 contract
Termination of Employment; Change in Control. (a) For purposes of this Section 43, the terms Cause, Without Cause, Good ReasonDisability, Without Good Reason Consulting Term, Consulting Arrangement and Disability Term of Employment shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties Inc., dated as of the date hereof, as amended or restated from time to timeEmployment Agreement; provided, however, if the Participant is no longer employed pursuant to such employment agreementEmployment Agreement, each such term shall have the meaning ascribed to it in the employment agreement last in effect which contains such defined term.
(b) If the Participant's ’s employment with the Company or the Consulting Arrangement, as applicable, is terminated by the Company for Cause or by if the Participant Without Good Reasonterminates his employment or the Consulting Arrangement, as applicable, by resignation, the Participant shall forfeit all Units granted the opportunity to the Participant receive Shares pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurred, the earned but unpaid Change in Control Amount), if any, ) as of the date of termination of employmentsuch termination.
(c) If the Participant's ’s employment with the Company or the Consulting Arrangement, as applicable, is terminated by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(Ai) all Units granted Shares vested but not yet issued to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed hereof on or prior to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before December 31, 2010, if any, date of such termination shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control and the Vesting Date has occurred, the Participant shall be entitled to receive the Change in Control Amount upon the date of such termination.
(d) If the Participant’s employment with the Company or the Consulting Arrangement, as applicable, is terminated due to the Participant’s death or Disability, (i) all Shares vested but not yet issued to the Participant pursuant to Section 2(a) hereof on or prior to the date of such termination shall be immediately distributed to the Participant, or, (ii) in the event a Change in Control and the Vesting Date has occurred, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(d) If the Participant's employment with the Company is terminated due to the Participant's death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2005 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which seventy-two (72) and (y) 25,000 or (ii) 12,500 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant's termination for death or Disability, 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employmenttermination.
(e) In Subject to Sections 3(b), 3(c) and 3(d) above, in the event of a Change in ControlControl during the Term of Employment or the Consulting Term that results in the Shares ceasing to exist as equity securities of the Company, all Units granted the Participant’s right to receive the Participant Shares pursuant to Section 2(a) hereof, if any, hereof shall be converted into shares of Common Stock immediately prior the right to receive, on the consummation of the Change in Control andVesting Date, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with such Change in Control as if such Shares were issued and outstanding and held of record by the Participant immediately prior to such Change in Control (the "“Change in Control Amount"”). The Change in Control Amount shall be distributed determined by the Company’s Compensation Committee, in its sole and absolute discretion, or by such other committee, entity or person that shall be the successor to the Participant on or promptly responsibilities of the Company’s Compensation Committee following the such Change in Control DateControl.
Appears in 1 contract
Termination of Employment; Change in Control. (a) For purposes of this Section 4, the terms CauseRelease, Without Cause, Good Reason, Without Good Reason and Disability shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties Inc., dated as of the date hereof, as amended or restated from time to timeEmployment Agreement; provided, however, if the Participant is no longer employed pursuant to such employment agreementEmployment Agreement, each such term shall have the meaning ascribed to it in the employment agreement Employment Agreement last in effect which contains such defined term.
(b) Unless otherwise provided in this Section 4, upon any termination of employment with the Company, the Participant shall forfeit to the Company, without compensation, all the shares of Restricted Stock which have not vested on the date of such termination of employment with the Company.
(c) If the Participant's ’s employment with the Company is terminated terminated: (i) by the Company without Cause; (ii) by reason of the Company’s non-renewal of the Employment Agreement; or (iii) by the Participant for Good Reason and provided that the Participant executes, delivers (and does not revoke) the Release as provided for in the Employment Agreement, then (i) the number of Time Based Shares equal to (A) the number of such shares that would have vested on the December 31 of the year in which the termination occurred multiplied by (B) a fraction equal to the number of days from January 1 of the year in which the termination occurs to the date of termination, divided by 365, shall vest on the date of termination; and (ii) the number of Performance Based Shares with respect to which the applicable Benchmarks have been met as of the date of termination, shall vest as of the date of termination (retroactively, if necessary due to the timing of the Written Certification) subject to Written Certification.
(d) In the event Change in Control occurs during the “Term” (as defined in the Employment Agreement) or within 120 days following the termination of Participant’s employment with the Company other than by the Company for Cause or by the Participant Without without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurred, the Change in Control Amount), if any, as of the date of termination of employment.
(c) If the Participant's employment with the Company is terminated by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before December 31, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurred, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(d) If the Participant's employment with the Company is terminated due to the Participant's death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of then: (i) the product of (x) a fraction Time Based Shares shall fully vest at the numerator of which is the number of completed whole months elapsed from January 1, 2005 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which seventy-two (72) and (y) 25,000 or (ii) 12,500 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant's termination for death or Disability, 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(e) In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation time of the Change in Control and, upon consummation Control; and (ii) the Performance Based Shares shall vest at the time of the Change in Control, to the extent any of the Benchmarks have been met at such time. Solely for purposes of clause 4(d)(ii) above, if the purchase price per share of Common Stock (or the fair market value of a share of Common Stock, where a determination of the valuation of a share would be required), is equal to or greater than any of the per share prices set forth in the applicable provisions of Section 3(d), the corresponding Benchmark shall be converted into deemed to have been met, regardless of whether such amount price has been maintained for the requisite period of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the "Change in Control Amount"). The Change in Control Amount shall be distributed to the Participant on or promptly following the Change in Control Datetime.
Appears in 1 contract
Termination of Employment; Change in Control. (a) For purposes of this Section 4To the extent the Option becomes exercisable, the terms Cause, Without Cause, Good Reason, Without Good Reason and Disability it shall have the meanings ascribed to such terms remain exercisable in the Participant's amended and restated employment agreement with Avatar Properties Inc., dated as of the date hereof, as amended full or restated in part from time to time; provided, however, if time until the Participant is no longer employed pursuant to such Expiration Date notwithstanding any subsequent termination of employment agreement, each such term shall have or other association with the meaning ascribed to it in the employment agreement last in effect which contains such defined termCompany or its subsidiaries for any reason whatsoever.
(b) If the Participant's employment with the Company is terminated by the Company for Cause or by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurred, the Change in Control Amount), if any, as of the date of termination of employment.
(c) If the Participant's employment with the Company is terminated by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before December 31, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurred, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(d) If the Participant's employment with the Company is terminated due to the Participant's death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2005 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which seventy-two (72) and (y) 25,000 or (ii) 12,500 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant's termination for death or Disability, 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(e) In the event of a Change in ControlControl (as hereinafter defined), all Units granted to the Participant pursuant to Section 2(aOption shall become immediately exercisable in full and shall remain exercisable until the Expiration Date notwithstanding any subsequent termination of employment or other association with the Company or any of its subsidiaries for any reason whatsoever.
(c) For purposes hereof, if any, a "Change in Control" shall be converted into shares deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied:
(i) any person or entity (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or an entity owned directly or indirectly by the holders of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with substantially the Change same proportions as their ownership of stock of the Company), or group (as provided for in Control Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Change in Control AmountExchange Act"). The Change ) becomes the "beneficial owner" (as such term is defined in Control Amount shall be distributed Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company's then outstanding securities;
(ii) the Company sells or otherwise disposes of all or substantially all (within the meaning of Section 280G of the Code and the proposed regulations thereunder) of the Company's assets; or
(iii) the Company merges or consolidates with any other entity, other than pursuant to a merger or consolidation which results in the Participant on voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or promptly following by being converted into voting securities of the Change in Control Datesurviving entity), at least fifty percent (50%) of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger or consolidation.
Appears in 1 contract
Sources: Stock Option Agreement (Navtech Inc)
Termination of Employment; Change in Control. (a) For purposes of this Section 4, the terms CauseRelease, Without Cause, Good Reason, Without Good Reason and Disability shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties Inc., dated as of the date hereof, as amended or restated from time to timeEmployment Agreement; provided, however, if the Participant is no longer employed pursuant to such employment agreementEmployment Agreement, each such term shall have the meaning ascribed to it in the employment agreement Employment Agreement last in effect which contains such defined term.
(b) Unless otherwise provided in this Section 4, upon any termination of employment with the Company, the Participant shall forfeit to the Company, without compensation, all the shares of Restricted Stock which have not vested on the date of such termination of employment with the Company.
(c) If the Participant's ’s employment with the Company is terminated by the Company for Cause or by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurred, the Change in Control Amount), if any, as of the date of termination of employment.
(c) If the Participant's employment with the Company is terminated by the Company Without without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to Reason and provided that the Participant pursuant executes, delivers (and does not revoke) the Release as provided for in the Employment Agreement, then (i) the number of Time Based Shares equal to Section 2(a(A) hereof, if any, shall vest, be converted into the number of such shares that would have vested on the December 31 of Common Stock and be immediately distributed to the Participant, and year in which the termination occurred multiplied by (B) any additional Units that satisfy a fraction equal to the Hurdle Price Condition on or before December 31number of days from January 1 of the year in which the termination occurs to the date of termination, 2010, if anydivided by 365, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock termination; and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurrednumber of Performance Based Shares with respect to which the applicable Benchmarks have been met as of the date of termination, the Participant shall be entitled to receive the Change in Control Amount, if any, upon vest as of the date of termination (retroactively, if necessary due to the timing of employmentthe Written Certification) subject to Written Certification.
(d) If In the event Change in Control occurs during the “Term” (as defined in the Employment Agreement) or within 120 days following the termination of Participant's ’s employment with the Company is terminated due to other than by the Participant's death Company for Cause or Disability, the number of Units granted to by the Participant pursuant to Section 2(a) hereofwithout Good Reason, if any, which equals the greater of then: (i) the product of (x) a fraction Time Based Shares shall fully vest at the numerator of which is the number of completed whole months elapsed from January 1, 2005 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which seventy-two (72) and (y) 25,000 or (ii) 12,500 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant's termination for death or Disability, 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(e) In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation time of the Change in Control and, upon consummation Control; and (ii) the Performance Based Shares shall vest at the time of the Change in Control, to the extent any of the Benchmarks have been met at such time. Solely for purposes of clause 4(d)(ii) above, if the purchase price per share of Common Stock (or the fair market value of a share of Common Stock, where a determination of the valuation of a share would be required), is equal to or greater than any of the per share prices set forth in the applicable provisions of Section 3(d), the corresponding Benchmark shall be converted into deemed to have been met, regardless of whether such amount price has been maintained for the requisite period of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the "Change in Control Amount"). The Change in Control Amount shall be distributed to the Participant on or promptly following the Change in Control Datetime.
Appears in 1 contract
Termination of Employment; Change in Control. It is understood that you are an "at-will" employee. Either you or the Company may terminate the employment relationship at any time and for any reason, with or without Cause or prior notice and without additional compensation to you, subject to the following:
(a) For purposes the Company may terminate your employment for Cause (as defined below) upon written notice to you effective immediately, in which case you will not be entitled to receive any form of this Section 4, payment other than your earned salary and accrued but unused vacation through your date of termination (the terms Cause, Without Cause, Good Reason, Without Good Reason and Disability shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties Inc., dated as of the date hereof, as amended or restated from time to time; provided, however, if the Participant is no longer employed pursuant to such employment agreement, each such term shall have the meaning ascribed to it in the employment agreement last in effect which contains such defined term."Accrued Obligations"):
(b) If you may terminate your employment voluntarily other than for Good Reason (as defined below) upon at least thirty (30) days' prior written notice to the Participant's employment with Company, in which case you will not be entitled to receive any form of payment other than the Accrued Obligations; and
(c) the Company is terminated by may terminate your employment without Cause upon written notice to you effective immediately, provided and notwithstanding the Company for Cause or by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (orforegoing, in the event that the Company terminates your employment without Cause, then, subject to you entering into and complying with a Change separation agreement and general release in Control has occurreda form provided by the Company that becomes fully effective (due to its timely execution and non-revocation) within sixty (60) days of the termination of your employment (such requirements, the Change in Control Amount"Release Requirements"), if anywhich may include noncompetition provisions consistent with the noncompetition provisions set forth in the Employee Non-Solicitation, Confidentiality and Assignment Agreement, in addition to Accrued Obligations, you will be entitled to: (i) payment of an amount equal to twelve (12) months of your then Base Salary as of the date of termination, such amount to be paid in equal installments over a twelve (12) month period after the date of your termination of employment.
(c) If the Participant's employment in accordance with the Company is terminated by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock Company's usual payroll practices and be immediately distributed to the Participantperiods, and (Bii) any additional Units that satisfy provided you timely elect and remain eligible for coverage pursuant to Part 6 of Title I of ERISA, or similar state law (collectively, "COBRA"), payment or reimbursement to you of an amount equal to monthly COBRA premiums at the Hurdle Price Condition on same rate as the Company pays for active employees for you and your eligible dependents until the earlier of twelve (12) months or before December 31, 2010, if any, shall vest on the date you become eligible for coverage under a subsequent employer's medical plan, subject to applicable COBRA terms and in compliance with applicable non-discrimination or other requirements under the Hurdle Price Condition is satisfiedInternal Revenue Code of I986, be converted into shares as amended (the "Code"), the Patient Protection and Affordable Care Act, and the Health Care and Education Reconciliation Act (collectively the "Severance Payments"). In the interest of Common Stock and be immediately distributed to the Participantclarity, or, (ii) in the event a Change in Control has occurred, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(d) If the Participant's your employment with the Company is terminated due to the Participant's death or Disabilityas a result of your (1) death, the number of Units granted to the Participant pursuant to Section 2(a(2) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2005 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which seventy-two (72) and (y) 25,000 or (ii) 12,500 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant's termination for death or Disability, 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(e) In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the "Change in Control Amount"). The Change in Control Amount shall be distributed to the Participant on or promptly following the Change in Control Date.disability,
Appears in 1 contract
Termination of Employment; Change in Control. (a) For purposes of this Section 4If, during the Performance Period, the terms Recipient’s employment is terminated (i) by the Company or an Affiliate without Cause, Without Cause, (ii) by the Recipient for “Good Reason” (as such term is defined in Section 5(c) hereof), Without Good Reason (iii) due to the Recipient’s “Retirement” (as such term is defined in Section 5(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the number of RSUs that are earned by the Recipient shall be determined at the end of the Performance Period in accordance with Section 3 hereof, and Disability the Recipient’s Earned RSUs, if any, shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties Inc., dated become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 3(a) hereof, as amended . If the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control in which the RSUs are assumed by the acquirer or restated from time to time; provided, however, if the Participant is no longer employed pursuant to such employment agreement, each such term shall have the meaning ascribed to it surviving entity in the employment agreement last Change in effect Control transaction, then any such Earned RSUs shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 3(a) hereof. With respect to Earned RSUs held by the Recipient for which contains the Performance Period is complete but for which the additional vesting period is incomplete prior to the Recipient’s Qualified Termination, any restrictions on the Earned RSUs shall lapse and such defined termEarned RSUs shall automatically become fully vested as of the date of the termination of the Recipient’s employment.
(b) If If, during the Participant's employment with the Company is terminated by the Company for Cause or by the Participant Without Good ReasonPerformance Period, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurredoccurs while the Recipient is an employee of the Company or an Affiliate, and the RSUs are not assumed by the acquirer or surviving entity in the Change in Control Amount)transaction, if any, then the Recipient’s RSUs shall be deemed earned based on the actual level of achievement of the Performance Criteria measured as of the date of termination of employment.
(c) If the Participant's employment with the Company is terminated by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before December 31, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurred, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(d) If the Participant's employment with the Company is terminated due to the Participant's death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2005 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which seventy-two (72) and (y) 25,000 or (ii) 12,500 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant's termination for death or Disability, 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(e) In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, as determined by the Committee based on a then forty (40) day trailing average price per share of Stock. Any such Earned RSUs shall be converted into such amount of cash, securities or other property (or any combination thereof) received fully vested. With respect to Earned RSUs held by the stockholders Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete, any restrictions on the Earned RSUs shall lapse and such Earned RSUs shall automatically become fully vested as of the Company in connection with date of the Change in Control (Control. As of the "date of the Change in Control, the Company shall cause one share of Stock to be issued to the Recipient for each such Earned RSU that fully vests, less applicable withholding taxes pursuant to Section 9 hereof. Notwithstanding the foregoing, to the extent necessary for the Recipient to avoid taxes and/or penalties under Section 409A of the Code, a Change in Control Amount")shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Code.
(c) For purposes of this Agreement, the term “Good Reason” shall mean, unless otherwise provided in an applicable agreement between the Recipient and the Company or an Affiliate, the occurrence of one or more of the following without the Recipient’s express written consent, which circumstances are not remedied by the Company within thirty (30) days of its receipt of a written notice from the Recipient describing the applicable circumstances (which notice must be provided by the Recipient within ninety (90) days of the Recipient’s knowledge of the applicable circumstances): (i) any material, adverse change in the Recipient’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Recipient’s base salary or bonus opportunity; or (iii) a geographical relocation of the Recipient’s principal office location by more than fifty (50) miles. The Change For purposes of this Agreement, the term “Retirement” shall mean retirement from active employment with the Company or an Affiliate pursuant to its relevant policy on retirement as determined by the Committee, or, if no such policy is in Control Amount shall be distributed to place, retirement from active employment with the Participant Company or an Affiliate on or promptly following the Change in Control Dateafter age 65.
Appears in 1 contract
Sources: Restricted Stock Unit Agreement (Equity Commonwealth)
Termination of Employment; Change in Control. (a) For purposes of this Section 4If, during the Performance Period, the terms Cause, Without Cause, Good Reason, Without Good Reason and Disability shall have the meanings ascribed to such terms in the Participant's amended and restated Recipient’s employment agreement with Avatar Properties Inc., dated as of the date hereof, as amended or restated from time to time; provided, however, if the Participant is no longer employed pursuant to such employment agreement, each such term shall have the meaning ascribed to it in the employment agreement last in effect which contains such defined term.
(b) If the Participant's employment with the Company is terminated (i) by the Company for Cause or an Affiliate without Cause, (ii) by the Participant Without Recipient for “Good Reason” (as such term is defined in Section 5(c) hereof), the Participant shall forfeit all Units granted (iii) due to the Participant pursuant to Recipient’s “Retirement” (as such term is defined in Section 2(a5(c) hereof (or, in the event a Change in Control has occurred, the Change in Control Amounthereof), if anyor (iv) due to the Recipient’s death or Disability (such termination, as a “Qualified Termination”), then the number of RSUs that are earned by the Recipient shall be determined at the end of the date of termination of employment.
(c) If Performance Period in accordance with Section 3 hereof, and the Participant's employment with the Company is terminated by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereofRecipient’s Earned RSUs, if any, shall vestbecome vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 3(a) hereof on a pro rata basis, be converted into shares determined based on (x) the number of Common Stock and be immediately distributed to days that have elapsed from the Participant, and (B) any additional Units that satisfy beginning of the Hurdle Price Condition on or before December 31, 2010, if any, shall vest on Performance Period through the date the Hurdle Price Condition is satisfied, Recipient ceases to be converted into shares an employee of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurred, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(d) If the Participant's employment with the Company is terminated due or an Affiliate, compared to the Participant's death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2005 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which seventy-two (72) and (y) 25,000 or (ii) 12,500 Units, shall vest, be converted into shares the total number of Common Stock days during the period commencing on «Commencement Date» and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied ending on or before the first «Fourth Anniversary of Participant's termination for death or Disability, 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeitedCommencement Date». Notwithstanding the foregoing, if the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control has occurred prior to such termination for death in which the RSUs are assumed by the acquirer or Disability, the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive surviving entity in the Change in Control Amounttransaction, if anythen any such Earned RSUs shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 3(a) hereof. With respect to Earned RSUs held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete prior to the Recipient’s Qualified Termination, upon any restrictions on the Earned RSUs shall lapse and such Earned RSUs shall automatically become fully vested as of the date of the termination of the Recipient’s employment.
(eb) In If, during the event of Performance Period, a Change in ControlControl occurs while the Recipient is an employee of the Company or an Affiliate, all Units granted to and the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to RSUs are not assumed by the consummation of acquirer or surviving entity in the Change in Control andtransaction, upon consummation then the Recipient’s RSUs shall be deemed earned based on the actual level of achievement of the Performance Criteria measured as of the date of the Change in Control, as determined by the Committee based on a then forty (40) day trailing average price per share of Stock. Any such Earned RSUs shall be converted into such amount of cash, securities or other property (or any combination thereof) received fully vested. With respect to Earned RSUs held by the stockholders Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete, any restrictions on the Earned RSUs shall lapse and such Earned RSUs shall automatically become fully vested as of the Company in connection with date of the Change in Control (Control. As of the "date of the Change in Control, the Company shall cause one share of Stock to be issued to the Recipient for each such Earned RSU that fully vests, less applicable withholding taxes pursuant to Section 9 hereof. Notwithstanding the foregoing, to the extent necessary for the Recipient to avoid taxes and/or penalties under Section 409A of the Code, a Change in Control Amount"). The Change shall not be deemed to occur unless it constitutes a “change in Control Amount control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Code.
(c) For purposes of this Agreement, the term “Good Reason” shall be distributed to mean, unless otherwise provided in an applicable agreement between the Participant on Recipient and the Company or promptly an Affiliate, the occurrence of one or more of the following without the Change in Control Date.Recipient’s express written
Appears in 1 contract
Sources: Restricted Stock Unit Agreement (Equity Commonwealth)
Termination of Employment; Change in Control. Unless otherwise determined by the Committee in its sole discretion, and notwithstanding anything herein to the contrary, the PSU Award, the RSU Award and the SAR Award will be subject to vesting or cancellation in connection with the events specified below:
(a) If, prior to the end of the PSU Performance Period, RSU Restriction Period or SAR Vesting Period (as applicable), Participant violates Section 10 of this Agreement, terminates employment with LII voluntarily or is terminated by LII not for Cause or for Cause (as defined in any applicable employment agreement between LII and Participant or as determined by the Committee in its sole discretion in the absence of any such employment agreement), then, immediately after LII becomes aware of a violation of Section 10 or Participant’s termination, the PSU Award, RSU Award or SAR Award will be cancelled. For purposes of this Section 4Agreement, “terminate” means the terms Cause, Without Cause, Good Reason, Without Good Reason and Disability shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties Inc., dated as actual date of notice of the date hereofcessation of the employee-employer relationship between Participant and LII for any reason, as amended whether or restated from time to time; provided, however, if the Participant is no longer employed pursuant to such employment agreement, each such term shall have the meaning ascribed to it in the employment agreement last in effect which contains such defined termnot proper advance notice has been given.
(b) If If, prior to the end of the PSU Performance Period, RSU Restriction Period or SAR Vesting Period (as applicable), Participant's ’s employment with LII terminates by reason of Participant’s retirement, and in connection with such 2 Approved Form December 12, 2019 termination of employment (i) Participant is at least 65 years of age, (ii) Participant is at least 62 years of age and has achieved at least 10 years of service with LII or (iii) the Company is terminated by number of years of service Participant has achieved with LII plus Participant’s age equals at least 80, then (x) Participant will vest in a pro rata amount of the Company for Cause or by PSU Award based upon the portion of the PSU Performance Period during which Participant Without Good Reasonserved as an employee of LII and the Company’s attainment of its performance goals in accordance with the Performance Goals, determined at the end of the PSU Performance Period, and the remainder of the PSU Award will be cancelled, (y) Participant shall forfeit all Units granted to will vest in a pro rata amount of the RSU Award based upon the portion of the RSU Restriction Period during which Participant pursuant to Section 2(a) hereof (orserved as an employee of LII, in the event a Change in Control has occurred, the Change in Control Amount), if any, determined as of the date of termination such retirement, and the remainder of employmentthe RSU Award will be cancelled, and (z), the entire SAR Award will be cancelled.
(c) If If, prior to the end of the PSU Performance Period, RSU Restriction Period or SAR Vesting Period (as applicable), Participant dies or incurs a Disability, then (i) Participant's employment with the Company is terminated by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before December 31, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event of Participant’s death, Participant’s beneficiary, will vest in a Change in Control has occurred, pro rata amount of the Participant shall be entitled to receive the Change in Control Amount, if any, PSU Award based upon the date portion of termination the PSU Performance Period during which Participant served as an employee of employment.
(d) If LII and the Participant's employment Company’s attainment of its performance goals in accordance with the Company is terminated due to Performance Goals (as determined in the Participant's death or Disabilitysole discretion of the Committee), the number determined as of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2005 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator remainder of which seventy-two (72) and (y) 25,000 or the PSU Award will be cancelled, (ii) 12,500 UnitsParticipant, shall vestor in the event of Participant’s death, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator Participant’s beneficiary, will vest in a pro rata amount of the deceased Participant's estate or RSU Award based upon the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If RSU Restriction Period during which Participant served as an employee of LII, determined as of the Participant's employment with the Company is terminated by Participant's death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary date of Participant's termination for death or Disability, 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator remainder of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by RSU Award will or the laws of descent or distribution, as applicable)be cancelled, and any portion (iii) the SAR Award will become fully vested and exercisable and will be deemed to be exercised by Participant. For purposes of this Agreement, “Disability” means permanently disabled (completely unable to perform Participant’s duties as defined in the benefit plans of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employmentCompany).
(e) In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the "Change in Control Amount"). The Change in Control Amount shall be distributed to the Participant on or promptly following the Change in Control Date.
Appears in 1 contract
Sources: Phantom Long Term Incentive Award Agreement (Lennox International Inc)
Termination of Employment; Change in Control. The pRSUs will vest, if at all, as described in Section 1, except as otherwise provided in Section 3. Notwithstanding the foregoing:
(a) For purposes In the event of this Section 4the death or Disability of Employee or the retirement by Employee on or after the attainment of a combined number of age and years of service of at least 75, with a minimum age of 62 (“Retirement”), the terms Cause, Without Cause, Good Reason, Without Good Reason and Disability shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties Inc., dated pRSUs will vest as of the date hereof, as amended or restated from time to time; provided, however, if the Participant is no longer employed pursuant to such employment agreement, each such term shall have the meaning ascribed to it in the employment agreement last in effect which contains such defined term.
(b) If the Participant's employment with the Company is terminated by the Company for Cause or by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurred, the Change in Control Amount), if any, as of the date of termination of employment.
(c) If the Participant's employment with the Company is terminated by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participantdate, and (B) any additional Units that satisfy the Hurdle Price Condition on or before December 31, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurred, the Participant Employee shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(d) If the Participant's employment with the Company is terminated due to the Participant's death or Disability, the corresponding number of Units granted to the Participant pursuant to Section 2(a) hereofShares underlying such pRSUs, if any, which equals based upon the greater of (i) actual performance through the product applicable employment termination date (treating Employee’s employment termination date as the last day of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2005 to the date of death or DisabilityPerformance Period), as certified by the case may be (whichever is sooner)Committee, and the denominator of which seventy-two (72) and (y) 25,000 or (ii) 12,500 Unitsthe target level set forth in Section 1 above.
(b) In the event of a termination of Employee’s employment by the Company without Cause or by Employee with Good Reason (if and as such term is defined in Employee’s employment agreement or, shall vestif none, be converted into shares of Common Stock and be immediately distributed to in Employee’s severance agreement or other similar written agreement with the Participant (or Company), the executor or administrator pRSUs will vest as of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable)employment termination date, and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant's termination for death or Disability, 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable) Employee shall be entitled to receive the corresponding number of Shares underlying such pRSUs, at the maximum level set forth in Section 1 above.
(c) In the event of a Qualifying Termination, the pRSUs will vest as of the date of such Qualifying Termination (or, if later, the Change in Control), and Employee shall be entitled to receive the corresponding number of Shares underlying such pRSUs, at the maximum level set forth in Section 1 above. For purposes of this Agreement, a “Qualifying Termination” occurs if, (x) within the six (6) months prior to the public announcement of a proposed transaction that culminates in a Change in Control Amount(y) during the period following such public announcement and prior to the Change in Control or (z) within the twenty-four (24) months following a Change in Control, Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason (if and as such term is defined in Employee’s employment agreement or, if anynone, in Employee’s written severance agreement or other similar written agreement with the Company); provided, that in the case of (x) or (y) the Qualifying Termination shall occur upon the date of termination the Change in Control. For avoidance of employmentdoubt, this clause (c) shall not apply if clause (b) already has been triggered.
(ed) In the event of a Change in ControlControl without a Qualifying Termination on or prior to December 31, all Units granted 2019, performance with respect to the Participant pursuant to Section 2(a) hereof, if any, shall Performance Goals will be converted into shares of Common Stock immediately prior to measured upon the consummation Change in Control (treating the effective date of the Change in Control andas the last day of the Performance Period). The pRSUs will remain outstanding thereafter and will vest at the end of the original Performance Period, subject to the terms and conditions of this Agreement (including, but not limited to, Section 3). Following the end of the Performance Period, Employee shall be entitled to receive the corresponding number of Shares underlying such pRSUs, based upon consummation the greater of (i) actual performance through the date of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received as certified by the stockholders of Committee, or (ii) the Company target level set forth in connection with the Change in Control (the "Change in Control Amount"). The Change in Control Amount shall be distributed to the Participant on or promptly Section 1 above; provided, that if Employee’s employment is terminated following the Change in Control Dateby the Company without Cause, by Employee with Good Reason (if and as such term is defined in Employee’s employment agreement or, if none, in Employee’s severance agreement or other similar written agreement with the Company) or due to Employee’s Retirement, the pRSUs will vest as of the employment termination date, and Employee shall be entitled to receive the corresponding number of Shares underlying such pRSUs, at the maximum level set forth in Section 1 above.
Appears in 1 contract
Sources: Performance Based Restricted Stock Unit Agreement (Ventas Inc)