Vesting Effect of Termination of Continuous Service Change in Control Sample Clauses

This clause defines how and when equity awards, such as stock options or restricted stock units, become vested, particularly in relation to the recipient’s ongoing service with the company and in the event of a change in control. It typically outlines that vesting occurs over a set schedule, but may accelerate or cease if the individual’s employment or service is terminated, or if the company undergoes a merger or acquisition. The core function of this clause is to clarify the conditions under which recipients gain full ownership of their equity, thereby protecting both the company’s and the recipient’s interests during significant employment or corporate changes.
Vesting Effect of Termination of Continuous Service Change in Control. (a) If the Participant remains in Continuous Service through and including the Determination Date, then the Participant shall be entitled to receive a number of shares of Stock determined by multiplying the number of Performance Share Units granted hereunder by the Applicable Vesting Percentage. The Applicable Vesting Percentage shall be equal to the sum of the lowest Vesting Percentage in the applicable Vesting Percentage Range set forth in the schedule above, plus the ProRata Vesting Percentage Point Increase. The “ProRata Vesting Percentage Point Increase” is the quotient of (i) the excess of the actual Cumulative EPS over the lowest Cumulative EPS in the applicable Cumulative EPS Range, divided by (ii) the result of a fraction, the numerator of which is the difference between the lowest and highest Cumulative EPS within such applicable Cumulative EPS Range, and the denominator of which is the difference between the lowest and highest applicable Vesting Percentages in the applicable Vesting Percentage Range. All shares of Stock to be issued to the Participant under this Section 3(a), if any, shall be issued to the Participant as soon as practicable after the Determination Date but in no event later than March 15, 2010. If the Participant becomes entitled to any shares of Stock under this Section 3(a), he shall not be entitled to receive any shares of Stock under any other subsection of this Section 3. (b) If, prior to the Determination Date, the Participant’s Continuous Service is (i) terminated by the Company for Cause or (ii) voluntarily terminated by the Participant other than on account, as applicable, of Good Reason, death or Disability, then the Participant shall receive no shares of Stock under this Agreement. (c) Subject to Section 3(e), if, on or prior to December 31, 2007, the Participant’s Continuous Service is terminated by the Company other than for Cause or by the Participant, as applicable, on account of Good Reason, death or Disablity, then the Participant shall receive a number of shares of Stock equal to the number of Performance Share Units granted hereunder, multiplied by a fraction, the numerator of which is the number of full months completed since the date hereof as of the date of such termination, and the denominator of which is 36. (d) Subject to Section 3(f), if, after December 31, 2007, but prior to the Determination Date and prior to a Change in Control, the Participant’s Continuous Service is terminated by the Company other ...
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Vesting Effect of Termination of Continuous Service Change in Control. (a) If the Participant remains in Continuous Service through and including the Determination Date, then the Participant shall be entitled to receive a number of shares of Stock determined by multiplying the Performance Share number by the EPS Ratio; provided, however, that (i) if the EPS Ratio is less than 0.75, the Participant shall receive no shares of Stock under this Agreement, (ii) if both the numerator and denominator of the EPS Ratio are negative, but the numerator is closer to zero than the denominator, then the Participant shall be entitled to receive a number of shares of Stock determined by multiplying the Performance Share number by seventy percent (70%) without regard to the EPS Ratio, and (iii) if both the numerator and denominator of the EPS Ratio are negative, but the denominator is closer to zero than the numerator, then (subject to (i) above) the Participant shall be entitled to receive a number of shares of Stock determined by multiplying the Performance Share number by seventy percent (70%) and then multiplying the product so obtained by the EPS Ratio. All shares of Stock to be issued to the Participant under this Section 3(a), if any, shall be issued to the Participant as soon as practicable after the Determination Date but in no event later than March 15, 2010. If the Participant becomes entitled to any shares of Stock under this Section 3(a), he shall not be entitled to receive any shares of Stock under any other subsection of this Section 3. (b) Subject to Section 3(f), if, on or prior to December 31, 2006, the Participant’s Continuous Service is terminated for any reason, then the Participant shall receive no shares of Stock under this Agreement. (c) If, prior to the Determination Date, the Participant’s Continuous Service is (i) terminated by the Company for Cause or (ii) voluntarily terminated by the Participant for any reason, then the Participant shall receive no shares of Stock under this Agreement. (d) Subject to Section 3(f), if, after December 31, 2006 but prior to the Determination Date, the Participant’s Continuous Service is (i) terminated by the Company for any reason other than Cause or (ii) terminated as the result of the Participant’s death or Disability, then the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) shall receive a number of shares of Stock determined by multiplying the Performance Share number by the Quarterly EPS Ratio and multiplying the product thereof...
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Vesting Effect of Termination of Continuous Service Change in Control 
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Related to Vesting Effect of Termination of Continuous Service Change in Control

  • Termination of Continuous Service Except as otherwise provided in this Section 3, the unvested portion of the award shall be forfeited as of the date (the “Termination Date”) that the Grantee actually ceases to provide services to the Company or any Affiliate in any capacity of Employee, Director or Consultant (irrespective of whether the Grantee continues to receive severance or any other continuation payments or benefits after such date) (such cessation of the provision of services by Grantee being referred to as “Service Termination”). A Service Termination shall not occur and Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Subsidiary or Affiliate, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Subsidiary or Affiliate in any capacity of Employee, Director or Consultant.

  • Forfeiture upon Termination of Status as a Service Provider Notwithstanding any contrary provision of this Award Agreement, the balance of the Restricted Stock Units that have not vested as of the time of Participant’s termination as a Service Provider for any or no reason and Participant’s right to acquire any Shares hereunder will immediately terminate.

  • Effect of Termination of Service Except as otherwise provided in accordance with Section 4(b) above, if you cease to be a Service Provider, you will forfeit all unvested Units.

  • Calculation of Continuous Service 6.2.1 For the purposes of this Clause (annual leave) service will be deemed to be continuous notwithstanding: 6.2.1.1 Any interruption or termination of the employment by the company if such interruption or termination has been made with the intention of avoiding obligations hereunder in respect of leave of absence;

  • 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.