the Participants continuous service with the Company from the Grant Date through the last day of the Performance Period. The amount of the Long-Term Incentive Award that vests and becomes payable under this Agreement, if any, shall be determined by the Plan Administrator based on the level of achievement of the Performance Goals set forth in Exhibit A and shall be rounded to the nearest whole dollar.
SECTION 4. TERMINATION OF EMPLOYMENT:
| ||(a) || |
If the Participant is employed by the Company on the last day of the Performance Period, and the Participants employment with the Company terminates for any reason other than by the Company for Cause prior to payment of the Long-Term Incentive Award for the Performance Period, the Participant will receive the Long-Term Incentive Award (if any) for the closed Performance Period at the same time as paid to current employees. Notwithstanding anything to the contrary, the Participant will forfeit any unpaid Long-Term Incentive Award upon a termination for Cause.
| ||(b) || |
Notwithstanding subsection (a) above, in the event of the Participants death, Disability, Retirement, or Termination following a Change in Control prior to the end of the Performance Period, the vesting, determination and payment of the Long-Term Incentive Award shall be governed by the terms of Section 7 of the Plan.
SECTION 5. PAYMENT OF LONG-TERM INCENTIVE AWARD: Payment of the vested Long-Term Incentive Award earned for the Performance Period (if any) shall be paid on or about April 1 following the end of the Performance Period, unless provided otherwise upon Termination following a Change in Control under the terms of the Plan.
SECTION 6. TRANSFERABILITY: Subject to any exceptions set forth in this Agreement or the Plan, the Long-Term Incentive Award may not be sold, assigned, transferred, discounted, pledged as collateral for a loan, or otherwise anticipated by the Participant, except by will or the laws of descent and distribution in which case the transferee shall hold the Long-Term Incentive Award subject to all of the terms and conditions that were applicable to the Participant immediately prior to such transfer.
SECTION 7. NO EMPLOYMENT OR OTHER RIGHTS: Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an employee, consultant, or director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Participants employment, with or without Cause.
SECTION 8. LONG-TERM INCENTIVE AWARD SUBJECT TO THE PLAN: This Agreement is subject to the Plan. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
SECTION 9. APPLICABLE LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its principles of conflict of law.