Termination of Service Due to Retirement Prior to a Change in Control Clause Samples

Termination of Service Due to Retirement 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 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) a fraction, the numerator of which is equal to the number of months the Participant was employed by the Company during the Performance Period (including any month during which the Participant remained employed by the Company for at least fifteen (15) days) and the denominator of which is equal to the total number of months in the Performance Period (the “Proration Fraction”), with the resulting number of vested Shares to be delivered on the Scheduled Payment Date, provided that, prior to the delivery date, the Participant does not breach any of the restrictive covenants set forth herein.
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Termination of Service Due to Retirement Prior to a Change in Control. If, prior to a Change in Control, the Participant experiences a Termination of Service due to the Participant’s Retirement (as defined in Appendix A), then if the effective date of such Retirement is (i) prior to the first anniversary of the Grant Date, all rights of the Participant to the RSUs shall terminate immediately and be forfeited in their entirety, without compensation to the Participant, and the forfeited RSUs shall be cancelled, or (ii) on or following the first anniversary of the Grant Date, a pro rata portion of the RSUs scheduled to vest following the date of such Termination of Service, determined by multiplying the total number of such unvested RSUs by a fraction, the numerator of which is equal to the number of months the Participant was employed by the Company following the Vesting Date immediately preceding the date of such Termination of Service (including any month during which the Participant remained employed by the Company for at least fifteen (15) days) and the denominator of which is equal to the number of months between the most recent Vesting Date immediately preceding the date of such Termination of Service and the third anniversary of the Grant Date, shall become immediately vested as of the date of such Termination of Service, and the Shares with respect thereto shall be delivered as soon as reasonably practicable (and in no event later than thirty (30) days) following the date of such Termination of Service, subject to any required delay under Section 11 below and provided that prior to the delivery date, the Participant does not breach any of the restrictive covenants set forth herein.
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Related to Termination of Service Due to Retirement 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 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.

  • Termination of Employment Due to Death or Disability 4.1. In the event of your termination of employment due to death or permanent disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986 (the “Code”)) during the Initial Term or the Additional Term, on the date of such termination each outstanding and unvested equity award held by you that, pursuant to its terms, vests solely based upon providing continued service to Skyworks, including, without limitation, stock options, restricted stock awards (including restricted stock unit awards), and performance-based equity awards that are earned but unissued, shall automatically become vested, exercisable, and issuable, and any forfeiture restrictions thereon shall immediately lapse, as applicable, in each case, with respect to one-hundred percent (100%) of that number of then-unvested shares underlying such equity award. 4.2. All outstanding stock options that are exercisable upon your termination of employment due to death or permanent disability (including any stock options that become vested and exercisable pursuant to Section 4.1) shall remain exercisable for a period of time expiring on the earlier of (a) the one (1) year anniversary of your termination of employment due to death or permanent disability, and (b) the final expiration date of such stock options as set forth in the applicable stock option agreement, subject to their other terms and conditions. 4.3. In the event that you hold a performance-based equity award that vests based upon the achievement of performance metrics and upon providing continued service to Skyworks and your termination of employment due to death or permanent disability occurs prior to the “measurement date” (i.e. the last day of the applicable performance period) for such award, then such award shall, as of the measurement date, (a) be earned as to the greater of (i) the “Target” level of shares for such award, or (ii) the number of shares that would have been earned pursuant to the terms of such award had you remained employed through the measurement date, and (b) automatically become vested, exercisable, and issuable, and any forfeiture restrictions thereon shall immediately lapse, as applicable, in each case, as of the measurement date, with respect to one-hundred percent (100%) of that number of then-unvested shares underlying such equity award that are earned pursuant to (a) above. 4.4. Subject to Section 12.4, any shares that are issued pursuant to Section 4.1 shall be issued to you (or to your estate, if applicable) as soon as practicable (but not more than sixty (60) days) after the date of your termination (or such later date as may be required by Section 12.2). Subject to Section 12.4, any shares that are issued pursuant to Section 4.3 shall be issued to you (or to your estate, if applicable) as soon as practicable (but not more than sixty (60) days) after the measurement 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.

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.