Termination of Employment due to Retirement Clause Example with 16 Variations from Business Contracts

Termination of Employment due to Retirement. In the event of the Retirement of the Participant Grantee after nine months of the Performance Cycle have elapsed, the Participant's Grantee's Performance Share Units shall be settled based on the performance for the Performance Cycle and payable on a pro-rata basis as determined and certified by the Committee after the close of the Performance Cycle, as described below. Subject to the negative discretion of the Committee, the Participant Grantee will be entitled to receive shares of Common Stoc...k with a payment value equal to the product of (i) the pro-rata vesting percentage equal to the days of Participant's Grantee's Employment during the Performance Cycle divided by the total days in the Performance Cycle and (ii) the Performance Cycle Payout Value. Such payment transfer of shares of Common Stock shall be made in accordance with Paragraph 3 as soon as administratively feasible following the Committee's determination under Paragraph 3 2 and, in any event, between January 1 and March 15 immediately following the end of the Performance Cycle. If, in accordance with the Committee's determination under Paragraph 3, 2, the Performance Cycle Payout Value is zero, the Participant Grantee shall immediately forfeit any and all rights to the Performance Share Units. Upon the vesting and/or forfeiture of the Performance Share Units pursuant to this Paragraph 7 6 and the making delivery of the related cash payment, shares as provided above, if any, the rights of the Participant Grantee and the obligations of the Corporation Company under this Award Agreement shall be satisfied in full. The death of the Participant Grantee following Retirement but prior to the close of the Performance Cycle shall have no effect on this Paragraph 6. 4 7. Specified Employees. Notwithstanding any other provision of this Award Agreement to the contrary, if the Grantee is a "specified employee" as determined by the Company in accordance with its established policy, any settlement of Awards under this Award Agreement that would be a payment of deferred compensation within the meaning of Section 409A of the Code with respect to the Grantee as a result of the Grantee's "separation from service" as defined under Section 409A of the Code (other than as a result of death) and that would otherwise be paid within six months of the Grantee's separation from service shall be payable on the date that is one day after the earlier of (i) the date that is six months after the Grantee's separation from service, or (ii) the date that otherwise complies with the requirements of Section 409A of the Code. The payment of amounts and delivery of shares under this Award Agreement described herein is hereby designated as a "separate payment" for purposes of Section 409A of the Code.8. Taxes. Pursuant to the applicable provisions of the Plan, the Company or its designated representative shall have the right to withhold applicable taxes from the shares of Common Stock and cash otherwise payable to the Grantee, or from other compensation payable to the Grantee (to the extent consistent with Section 409A of the Code), at the time of the delivery of such shares. Such withholding may be effected through the netting of shares of Common Stock deliverable hereunder. View More

Termination of Employment due to Retirement. In the event of the Retirement of the Participant Grantee after nine months of the Performance Cycle Period have elapsed, the Participant's Grantee's Performance Share Units shall be settled based on the performance for the Performance Cycle Period and payable on a pro-rata basis as determined and certified by the Committee after the close of the Performance Cycle, Period, as described below. Subject to the negative discretion of the Committee, the Participant Grantee will be entitled to receive... shares of Common Stock with a payment value equal to the product of (i) the pro-rata vesting percentage equal to the days of Participant's Grantee's Employment during the Performance Cycle Period divided by the total days in the Performance Cycle Period and (ii) the Performance Period Payout Value. Such payment transfer of shares of Common Stock shall be made in accordance with Paragraph 3 as soon as administratively feasible following the Committee's determination under Paragraph 3 2 and, in any event, between January 1 and March 15 immediately following the end of the Performance Cycle. Period. If, in accordance with the Committee's determination under Paragraph 3, 2, the Performance Period Payout Value is zero, the Participant Grantee shall immediately forfeit any and all rights to the Performance Share Units. Upon the vesting and/or forfeiture of the Performance Share Units pursuant to this Paragraph 7 6 and the making delivery of the related cash payment, shares as provided above, if any, the rights of the Participant Grantee and the obligations of the Corporation Company under this Award Agreement shall be satisfied in full. The death of the Participant Grantee following Retirement but prior to the close of the Performance Cycle Period shall have no effect on this Paragraph 6. 4 7. Specified Employees. Notwithstanding any other provision of this Award Agreement to the contrary, if the Grantee is a "specified employee" as determined by the Company in accordance with its established policy, any settlement of Awards under this Award Agreement that would be a payment of deferred compensation within the meaning of Section 409A of the Code with respect to the Grantee as a result of the Grantee's "separation from service" as defined under Section 409A of the Code (other than as a result of death) and that would otherwise be paid within six months of the Grantee's separation from service shall be payable on the date that is one day after the earlier of (i) the date that is six months after the Grantee's separation from service, or (ii) the date that otherwise complies with the requirements of Section 409A of the Code. The payment of amounts and delivery of shares under this Award Agreement described herein is hereby designated as a "separate payment" for purposes of Section 409A of the Code. View More

Termination of Employment due to Retirement. In the event of the Retirement of the Participant Grantee after nine months of the Performance Cycle have elapsed, the Participant's Grantee's Performance Share Units shall be settled based on the performance for the Performance Cycle and payable on a pro-rata basis as determined and certified by the Committee after the close of the Performance Cycle, as described below. Subject to the negative discretion of the Committee, the Participant Grantee will be entitled to receive shares of Common Stoc...k with a payment value equal to the product of (i) the pro-rata vesting percentage equal to the days of Participant's Grantee's Employment during the Performance Cycle divided by the total days in the Performance Cycle and (ii) the Performance Cycle Payout Value. Such payment transfer of shares of Common Stock shall be made in accordance with Paragraph 3 as soon as administratively feasible following the Committee's determination under Paragraph 3 2 and, in any event, between January 1 and March 15 immediately following the end of the Performance Cycle. If, in accordance with the Committee's determination under Paragraph 3, 2, the Performance Cycle Payout Value is zero, the Participant Grantee shall immediately forfeit any and all rights to the Performance Share Units. Upon the vesting and/or forfeiture of the Performance Share Units pursuant to this Paragraph 7 6 and the making delivery of the related cash payment, shares as provided above, if any, the rights of the Participant Grantee and the obligations of the Corporation Company under this Award 4 Agreement shall be satisfied in full. The death of the Participant Grantee following Retirement but prior to the close of the Performance Cycle shall have no effect on this Paragraph 7. 6. View More

Termination of Employment due to Retirement. In the event of the Retirement of the Participant Grantee after nine months of the Performance Cycle Period have elapsed, the Participant's Grantee's Performance Units shall be settled based on the performance for the Performance Cycle Period and payable on a pro-rata basis as determined and certified by the Committee after the close of the Performance Cycle, Period, as described below. Subject to the negative discretion of the Committee, the Participant Grantee will be entitled to receive a pay...ment equal to the product of (i) the pro-rata vesting percentage equal to the days of Participant's Grantee's Employment during the Performance Cycle Period divided by the total days in the Performance Cycle Period and (ii) the Performance Period Payout Value. Such payment shall be made in accordance with Paragraph 3 as soon as administratively feasible following the Committee's determination under Paragraph 3 2 and, in any event, between January 1 and March 15 immediately following the end of the Performance Cycle. Period. If, in accordance with the Committee's determination under Paragraph 3, 2, the Performance Period Payout Value is zero, the Participant Grantee shall immediately forfeit any and all rights to the Performance Units. Upon the vesting and/or forfeiture of the Performance Units pursuant to this Paragraph 7 6 and the making of the related cash payment, if any, the rights of the Participant Grantee and the obligations of the Corporation Company under this Award Agreement shall be satisfied in full. The death of the Participant Grantee following Retirement but prior to the close of the Performance Cycle Period shall have no effect on this Paragraph 7. 6. View More

Termination of Employment due to Retirement. In the event of the Retirement of the Participant after nine months of the Performance Cycle have elapsed, the Participant's Performance Units shall be settled based on the performance for the Performance Cycle and payable on a pro-rata basis as determined and certified by the Committee Board after the close of the Performance Cycle, Cycle as described below. Subject to the negative discretion of the Committee, Board, the Participant will be entitled to receive a payment equal to the product of ...(i) the pro-rata vesting percentage equal to the days of Participant's Employment during the Performance Cycle divided by the total days in the Performance Cycle and (ii) the Payout Value. Such payment shall be made as soon as administratively feasible following the Committee's Board's determination under Paragraph 3 2 and, in any event, between January 1 and March 15 immediately all cases, the payment shall be made within the first calendar year following the end of the Performance Cycle. If, in accordance with the Committee's Board's determination under Paragraph 3, 2, the Payout Value is zero, the Participant shall immediately forfeit any and all rights to the Performance Units. Upon the vesting and/or forfeiture of the Performance Units pursuant to this Paragraph 7 6 and the making of the related cash payment, if any, the rights of the Participant and the obligations of the Corporation Company under this Award Agreement shall be satisfied in full. The death of the Participant following Retirement but prior to the close of the Performance Cycle shall have no effect on this Paragraph 6. 3 7. Vesting Upon a Qualified Termination. Notwithstanding anything herein to the contrary, upon a Participant's Qualified Termination prior to the end of the Performance Cycle, the Participant's right to receive the Performance Units, unless previously forfeited pursuant to Paragraph 4, shall vest in full and the Payout Percentage shall be determined as follows (subject to the negative discretion of the Board): (i) for the time period from the beginning of the Performance Cycle to the date of the Change in Control (as defined in the Marathon Petroleum Corporation Amended and Restated Executive Change in Control Severance Benefits Plan), the Payout Percentage shall be based upon actual TUR Performance Percentile and DCF Payout Percentage at target; and (ii) for the time period from the date of the Change in Control to the end of the Performance Cycle, the Payout Percentage shall be 100%. A payment equal to the vested value of the Performance Units shall be made in accordance with Paragraph 3, except that it shall be made 100% in cash and between January 1 and March 15 immediately following the end of the Performance Cycle. View More

Termination of Employment due to Retirement. In the event of the Retirement of the Participant after nine months of the Performance Cycle have elapsed, the Participant's Performance Units shall be settled based on the performance for the Performance Cycle and payable on a pro-rata basis as determined and certified by the Committee after the close of the Performance Cycle, as described below. Subject to the negative discretion of the Committee, the Participant will be entitled to receive a payment equal to the product of (i) the pro-rata ve...sting percentage equal to the days of Participant's Employment during the Performance Cycle divided by the total days in the Performance Cycle and (ii) the Payout Value. Such payment shall be made as soon as administratively feasible following the Committee's determination under Paragraph 3 2 and, in any event, between January 1 and March 15 immediately following the end of the Performance Cycle. If, in accordance with the Committee's determination under Paragraph 3, 2, the Payout Value is zero, the Participant shall immediately forfeit any and all rights to the Performance Units. Upon the vesting and/or forfeiture of the Performance Units pursuant to this Paragraph 7 6 and the making of the related cash payment, if any, the rights of the Participant and the obligations of the Corporation under this Award Agreement shall be satisfied in full. The death of the Participant following Retirement but prior to the close of the Performance Cycle shall have no effect on this Paragraph 6. 2 7. Vesting Upon a Qualified Termination. Notwithstanding anything herein to the contrary, upon a Participant's Qualified Termination prior to the end of the Performance Cycle, the Participant's right to receive the Performance Units, unless previously forfeited pursuant to Paragraph 4, shall vest in full and the Payout Percentage shall be determined as follows: (i) for the time period from the beginning of the Performance Cycle to the date of the Change in Control, the Payout Percentage shall be based upon actual TSR Performance Percentile; and (ii) for the time period from the date of the Change in Control to the Qualified Termination, the Payout Percentage shall be 100%. A payment equal to the vested value of the Performance Units shall be made in accordance with Paragraph 3, except that it shall be made 100% in cash and within 75 days of the Qualified Termination; provided, however, that the timing of the payment with the 75-day period shall be determined in the sole discretion of the Committee and the Participant shall not directly or indirectly designate the taxable year of payment. Such vesting shall satisfy the rights of the Participant and the obligations of the Corporation under this Award Agreement in full. View More

Termination of Employment due to Retirement. In the event of the Retirement of the Participant Grantee after nine months of the Performance Cycle have elapsed, the Participant's Grantee's Performance Units shall be settled based on the performance for the Performance Cycle and payable on a pro-rata basis as determined and certified by the Committee after the close of the Performance Cycle, as described below. Subject to the negative discretion of the Committee, the Participant Grantee will be entitled to receive a payment equal to the prod...uct of (i) the pro-rata vesting percentage equal to the days of Participant's Grantee's Employment during the Performance Cycle divided by the total days in the Performance Cycle and (ii) the Performance Cycle Payout Value. Such payment shall be made in accordance with Paragraph 3 as soon as administratively feasible following the Committee's determination under Paragraph 3 2 and, in any event, between January 1 and March 15 immediately following the end of the Performance Cycle. If, in accordance with the Committee's determination under Paragraph 3, 2, the Performance Cycle Payout Value is zero, the Participant Grantee shall immediately forfeit any and all rights to the Performance Units. Upon the vesting and/or forfeiture of the Performance Units pursuant to this Paragraph 7 6 and the making of the related cash payment, if any, the rights of the Participant Grantee and the obligations of the Corporation Company under this Award Agreement shall be satisfied in full. The death of the Participant Grantee following Retirement but prior to the close of the Performance Cycle shall have no effect on this Paragraph 7. 6. View More

Termination of Employment due to Retirement. In the event of the Retirement of the Participant after nine months of the Performance Cycle have elapsed, the Participant's Performance Units shall be settled based on the performance for the Performance Cycle and payable on a pro-rata basis as determined and certified by the Committee after the close of the Performance Cycle, as described below. Subject to the negative discretion of the Committee, the Participant will be entitled to receive a payment equal to the product of (i) the pro-rata ve...sting percentage equal to the days of Participant's Employment during the Performance Cycle divided by the total days in the Performance Cycle and (ii) the Payout Value. Such payment shall be made as soon as administratively feasible following the Committee's determination under Paragraph 3 2 and, in any event, between January 1 and March 15 immediately following the end of the Performance Cycle. If, in accordance with the Committee's determination under Paragraph 3, 2, the Payout Value is zero, the Participant shall immediately forfeit any and all rights to the Performance Units. Upon the vesting and/or forfeiture of the Performance Units pursuant to this Paragraph 7 6 and the making of the related cash payment, if any, the rights of the Participant and the obligations of the Corporation under this Award Agreement shall be satisfied in full. The death of the Participant following Retirement but prior to the close of the Performance Cycle shall have no effect on this Paragraph 6. 2 7. Vesting Upon a Qualified Termination. Notwithstanding anything herein to the contrary, upon a Participant's Qualified Termination prior to the end of the Performance Cycle, the Participant's right to receive the Performance Units, unless previously forfeited pursuant to Paragraph 4, shall vest in full and the Payout Percentage shall be determined as follows: (i) for the time period from the beginning of the Performance Cycle to the date of the Change in Control, the Payout Percentage shall be based upon actual TSR Performance Percentile; and (ii) for the time period from the date of the Change in Control to the Qualified Termination, the Payout Percentage shall be 100%. A payment equal to the vested value of the Performance Units shall be made in accordance with Paragraph 3, except that it shall be made 100% in cash and between January 1 and March 15 immediately following the end of the Performance Cycle. Such vesting shall satisfy the rights of the Participant and the obligations of the Corporation under this Award Agreement in full. View More

Termination of Employment due to Retirement. In the event of the Retirement of the Participant after nine months of the Performance Cycle have elapsed, the Participant's Performance Units shall be settled based on the performance for the Performance Cycle and shall vest and be payable on a pro-rata basis as determined and certified by the Committee Board after the close of the Performance Cycle, Cycle as described below. Subject to the negative discretion of the Committee, Board, the Participant will be entitled to receive a payment equal ...to the product of (i) the pro-rata vesting percentage equal to the days of the Participant's Employment during the Performance Cycle divided by the total days in the Performance Cycle and (ii) the Payout Value. Such payment Payment of such vested value of Performance Units under this Paragraph 6 shall otherwise be made as soon as administratively feasible following the Committee's determination under in accordance with Paragraph 3. and, in any event, between January 1 and March 15 immediately following the end of the Performance Cycle. If, in accordance with the Committee's determination Board's determinations under Paragraph 3, 2, the Payout Value is zero, the Participant shall immediately forfeit any and all rights to the Performance Units. Upon the vesting and/or forfeiture of the Performance Units pursuant to this Paragraph 7 6 and the making of the related cash payment, if any, the rights of the Participant and the obligations of the Corporation Company under this Award Agreement shall be satisfied in full. The death of the Participant following Retirement but prior to the close of the Performance Cycle shall have no effect on this Paragraph 7. 6. View More

Termination of Employment due to Retirement. In the event of the Retirement of the Participant after nine months of the Performance Cycle have elapsed, the Participant's Performance Units shall be settled based on the performance for the Performance Cycle and payable on a pro-rata basis as determined and certified by the Committee after the close of the Performance Cycle, as described below. Subject to the negative discretion of the Committee, the Participant will be entitled to receive a payment equal to the product of (i) the pro-rata ve...sting percentage equal to the days of Participant's Employment during the Performance Cycle divided by the total days in the Performance Cycle and (ii) the Payout Value. Such payment shall be made as soon as administratively feasible following the Committee's determination under Paragraph 3 and, in any event, between January 1 and March 15 immediately following the end of the Performance Cycle. If, in accordance with the Committee's determination under Paragraph 3, the Payout Value is zero, the Participant shall immediately forfeit any and all rights to the Performance Units. Upon the vesting and/or forfeiture of the Performance Units pursuant to this Paragraph 7 and the making of the related cash payment, if any, the rights of the Participant and the obligations of the Corporation under this Award Agreement shall be satisfied in full. The death of the Participant following Retirement but prior to the close of the Performance Cycle shall have no effect on this Paragraph 7. 7.8. Vesting Upon a Qualified Termination. Notwithstanding anything in this Award to the contrary, upon a Participant's Qualified Termination prior to the end of the Performance Cycle, the Participant's right to receive the Performance Units, unless previously forfeited pursuant to Paragraph 5, shall vest in full and the Payout Percentage shall be determined as follows: (i) for the time period from the beginning of the Performance Cycle to the date of the Change in Control, the Payout Percentage shall be based upon actual TSR Performance Percentile; and (ii) for the time period from the date of the Change in Control to the Qualified Termination, the Payout Percentage shall be 100%. A payment equal to the vested value of the Performance Units shall be made in accordance with Paragraph 4, except that it shall be made 100% in cash and between January 1 and March 15 immediately following the end of the Performance Cycle. Such vesting shall satisfy the rights of the Participant and the obligations of the Corporation under this Award Agreement in full.9. Termination of Employment due to Mandatory Retirement. In the event the Participant's Employment is terminated as a result of Mandatory Retirement prior to the end of the Performance Cycle, the Participant's right to receive the Performance Units shall vest in full, and such vested Performance Units shall be settled based on the TSR Performance Percentile for the Performance Cycle. Following the Committee's determinations pursuant to Paragraph 3, the Participant shall be entitled to receive a payment equal to the Payout Value. The payment shall be made as soon as administratively feasible following the Committee's determination and, in any event, between January 1 and March 15 immediately following the end of the Performance Cycle. If, in accordance with the Committee's determinations under Paragraph 3, the Payout Value is zero, the Participant shall immediately forfeit any and all rights to the Performance Units. Upon the vesting and/or forfeiture of the Performance Units pursuant to this Paragraph 9 and the making of the related cash payment, if any, the rights of the Participant and the obligations of the Corporation under this Award Agreement shall be satisfied in full. The death of the Participant following Mandatory Retirement but prior to the close of the Performance Cycle shall have no effect on this Paragraph 9. View More