Termination of Service Due to Retirement or Attainment of Specified Age and Years of Service Prior to a Change in Control Sample Clauses

Termination of Service Due to Retirement or Attainment of Specified Age and Years of Service Prior to a Change in Control. If, during the Performance Period and prior to a Change in Control, the Participant experiences a Termination of Service due to the Participant’s Retirement (as defined in Appendix B), then if the effective date of such Retirement is (i) prior to the nine month anniversary of the Grant Date, all rights of the Participant to the PSUs shall terminate immediately and be forfeited in their entirety, without compensation to the Participant, and the forfeited PSUs shall be canceled without further action required by the Company or otherwise, or (ii) on or following the nine month anniversary of the Grant Date, then the continued service requirement shall lapse and the number of vested shares shall equal the number of Shares underlying the PSUs that would be earned based on the level of achievement of the TSR as determined by the Committee, with the resulting number of vested Shares to be delivered on the Scheduled Settlement Date, provided that, prior to the delivery date, the Participant does not breach any of the restrictive covenants set forth herein. If, during the Performance Period and prior to a Change in Control, the Participant experiences a Termination of Service at or after attainment of age 55 with five years of credited employment with the Company after providing no less than six months advance written notice to the Company (unless and to the extent such notice is waived by the Company), and does not otherwise qualify for Retirement, and such Termination of Service is (i) prior to the nine month anniversary of the Grant Date, all rights of the Participant to the PSUs shall terminate immediately and be forfeited in their entirety, without compensation to the Participant, and the forfeited PSUs shall be canceled without further action required by the Company or otherwise, or (ii) on or following the nine month anniversary of the Grant Date, then the continued service requirement shall lapse and the number of vested Shares shall equal the product of (i) the number of Shares underlying the PSUs that would be earned based on the level of achievement of the TSR as determined by the Committee and (ii) the Proration Fraction, with the resulting number of vested Shares to be delivered on the Scheduled Settlement Date, provided that, prior to the delivery date, the Participant does not breach any of the restrictive covenants set forth herein and provided further that the balance of the PSUs shall be canceled without further action required by the Company or o...
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Related to Termination of Service Due to Retirement or Attainment of Specified Age and Years of Service Prior to a Change in Control

  • Termination Due to Retirement Upon termination of the Executive based on Retirement, no amounts or benefits shall be due the Executive under this Agreement, and the Executive shall be entitled to all benefits under any retirement plan of the Company and other plans to which the Executive is a party. Termination of the Executive’s employment based on “Retirement” shall mean termination of the Executive’s employment in accordance with a retirement policy established by the Board with the Executive’s consent.

  • Termination of Service for Cause If your Service is terminated by the Company for Cause or if you commit an act(s) of Cause while this Option is outstanding, as determined by the Committee in its sole discretion, then you shall immediately forfeit all rights to your Option without consideration, including any vested portion of the Option, and the entire Option shall immediately expire, and any rights, payments and benefits with respect to the Option shall be subject to reduction or recoupment in accordance with applicable Company policies and the Plan. For avoidance of doubt, your Service shall also be deemed to have been terminated for Cause by the Company if, after your Service has otherwise terminated, facts and circumstances are discovered that would have justified a termination for Cause, including, without limitation, your violation of Company policies or breach of confidentiality or other restrictive covenants or conditions that may apply to you prior to or after your Termination Date.

  • Other Termination of Service If the Optionee's Service with the Participating Company Group terminates for any reason, except Disability or death, the Option, to the extent unexercised and exercisable by the Optionee on the date on which the Optionee's Service terminated, may be exercised by the Optionee within three (3) months after the date on which the Optionee's Service terminated, but in any event no later than the Option Expiration Date.

  • Termination of Service (S) ViaCord and the Account Owner(s) may terminate each Service as provided in the applicable Exhibit. Termination of one Service will not terminate another Service, except as provided for in the event of non-payment for a Service. This Agreement will terminate when all Service(s) are completed or otherwise terminated.

  • Termination of Employment Following a Change in Control Notwithstanding the provisions of Section 6.3 hereof to the contrary, if the Employee’s employment by the Company is terminated by the Company in accordance with the terms of Section 4 of the Termination Agreement and the Employee is entitled to benefits provided in Section 5 of the Termination Agreement, the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, if not theretofore paid, and, in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred shall be paid in accordance with the plan documents governing such deferral. Except with respect to the obligations set for forth in the Termination Agreement, notwithstanding any provisions herein to the contrary, all other obligations of the Company and rights of the Employee hereunder shall terminate effective as of the Date of Termination.