Shutdown or Divestiture. In the event that more than six months after the Grant Date the Participant’s termination of employment is due to the shutdown or divestiture of the Corporation’s or its Affiliate’s business it shall result in pro rata vesting in the number of PRSUs earned. This pro rata vesting shall be determined based on the Target Level of PRSUs (including any accrued dividend equivalents accumulated pursuant to [Section 2(a)]) # prorated for the number of full years of employment during the Restricted Period prior to the Participant’s termination of employment, multiplied by # the Performance Goal percentage as approved and authorized by the Committee at the end of the Restricted Period. Any fractional share of the Corporation resulting from such a prorated award shall be rounded to the nearest whole share and shall be paid, along with any other shares earned under such prorated award, within 70 days following the end of the Restricted Period. For the purposes of this Award, a shutdown or divestiture of the Corporation’s or its Affiliate’s business unit is defined as one for which the charges related to the shutdown or divestiture are accounted for, and reported externally, as an exit activity in the Corporation's applicable SEC filings. The Corporation has complete discretion to determine whether a shutdown or divestiture of a business unit has occurred under the terms of the Plan.
Shutdown or Divestiture
Except for a termination of employment due to Retirement or the shutdown or divestiture of a business unit, as described above, and notwithstanding any other provision in the Award Agreement, the Participant shall forfeit any unvested Award, including any accrued dividend equivalents, upon any termination of employment including, but not limited to, any termination that is due to a Qualified Termination of Employment, death, Retirement or Total and Permanent Disability.
3 Exit with business divestiture.
The full or partial shutdown of a business or a facility or department.
In the event that Seller and Buyer mutually agree in writing that Components installed on wind turbines that are operational may fail due to potential material or workmanship problems and provided that any such Component is then covered by the Sellers warranty, then Seller agrees to inspect such Components for such potential problems on a schedule determined by Seller (such scheduled shutdown herein referred to as a Planned Shutdown Event). In the event of a Planned Shutdown Event, as liquidated damages for such wind turbine downtime, Seller shall pay to Buyer [......] while the wind turbine is shut down up to a maximum of [......]. In addition to such liquidated damages and in the event of a Planned Shutdown Event, Seller will be responsible for [......] with cranes that are required for the inspection of Components or that are required to repair or replace any Component due to defects in materials or workmanship then under the Sellers warranty. In the event that a wind turbine stops working or must be shutdown due to a wind turbine blade failure that is solely and directly Sellers fault (herein referred to as a Catastrophic Shutdown Event) and if the Component(s) at issue are then under the Sellers warranty, in addition to any other warranty obligation of the Seller, Seller shall pay to Buyer [......] while the wind turbine is shut down up to a maximum of [......] as liquidated damages for such wind turbine downtime. In addition to such liquidated damages and in the event of a Catastrophic Shutdown Event, Seller will be responsible for [......] with cranes that are required to repair or replace any Component due to defects in materials or workmanship then under the Sellers warranty.
No Award denominated in shares of Common Stock that is granted on or after may vest in less than one year from its date of grant. Notwithstanding the foregoing, # Awards with respect to up to 5% of the available shares of Common Stock authorized for issuance under the Plan as of may vest (in full or in part) in less than one year from their date of grant; and # nothing in this [Section 13] shall limit the Corporation’s ability to grant Awards that contain rights to accelerated vesting on a termination of employment or limit any rights to accelerated vesting in connection with a shutdown or divestiture of all or a portion of the Corporation’s or its Affiliate’s business or following a Change of Control of the Corporation and shall not limit the changes in capitalization provisions of [Section 17].
“Triggering Event” means the restructuring, consolidation, downsizing, closing, sale and/or divestiture of the Company or part thereof under circumstances that are not a Change in Control.
provided, however, that a Qualifying Termination will not occur by reason of the divestiture of a Subsidiary or an Affiliate with respect to a Participant employed by such
Government Conflict of Interest. Distribution may be accelerated as may be necessary to comply with a certificate of divestiture as defined in section 1043(b)(2) of the Code.
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