Effect of Termination of Employment Contract Clauses (218)

Effect of Termination of Employment. Termination for Cause, Death or Disability, or Voluntary Termination. In the event you are subject to a Termination for Cause, in the event of your death or Disability, or in the event of your Voluntary Termination, you will be paid only (i) any earned but unpaid Base Salary and earned but unused vacation or paid time off, (ii) except in the case of Termination for Cause, the amount of any Actual Bonus earned and payable from a prior year which remains unpaid by the Company as of the date of the... termination of employment determined in accordance with customary practice, (iii) other unpaid and then vested amounts, including any amount payable to you under the specific terms of any agreements, plans or awards in which you participate (and subject to the terms of the foregoing), unless otherwise specifically provided in this Agreement and (iv) reimbursement for all reasonable and necessary expenses incurred by you in connection with your performance of services on behalf of the Company in accordance with applicable Company policies and guidelines, in each case as of the effective date of such termination of employment (the "Accrued Compensation"). Termination During Employment Term without Cause, Not in Connection with a Change in Control. In the event of your Termination without Cause during the Employment Term not in connection with a Change in Control (as defined in Section 8(c) below), provided that (except with respect to the Accrued Compensation) you deliver to the Company a signed settlement agreement and general release of claims in favor of the Company in the Company's standard form (the "Release") and satisfy all conditions to make the Release effective within sixty (60) days following your termination of employment, then, you shall be entitled to (i) your Accrued Compensation, (ii) a lump sum payment equal to twelve (12) months of your then current Base Salary, payable on the regular first payroll date after the 60th day following your termination of employment, (iii) provided you timely elect to continue health coverage under COBRA, reimbursement for any monthly COBRA premium payments made by you in the twelve (12) months following your termination of employment, provided that, if the Company determines in its sole discretion that it cannot provide the COBRA benefits described herein without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide you with a taxable lump sum payment in an amount equal to the then unreimbursed monthly COBRA premiums, which lump sum payment will be made on the first regular payroll date after the 60th day following your termination of employment, and (iv) the Company will accelerate the vesting of the Equity Award, such that, for the 9 periods following the termination date, any remaining incentive stock options that were not otherwise vested will continue to vest in equal monthly installments. Termination without Cause in Connection with a Change in Control. In the event of your Termination without Cause in connection with a Change in Control or that occurs within the period beginning 3 months before and ending twelve (12) months following a Change in Control; provided that (except with respect to the Accrued Compensation) you deliver to the Company the signed Release and satisfy all conditions to make the Release effective within sixty (60) days following your termination of employment, then, (in lieu of any benefits pursuant to Section 8(b)), you shall be entitled to (i) your Accrued Compensation, (ii) the severance benefits provided in the Company's Change in Control Severance Policy adopted October 6, 2017 (the "CIC Policy"). Miscellaneous. For the avoidance of doubt, the benefits payable pursuant to Section 8(b) or Section 8(c) are not cumulative. If a Termination with Cause occurs during the Employment Term, then you will remain eligible to receive the benefits under Section 8(b) or Section 8(c). View More

Effect of Termination of Employment. The Option shall terminate and may no longer be exercised if the Participant ceases to be employed by the Company or an Affiliate of the Company, except that: (a) If the Participant voluntarily terminates the Participant's employment or if the Company or an Affiliate of the Company terminates the Participant's employment for any reason other than Cause, Disability, Retirement or death, the Participant may exercise the Option at any time within ninety (90) days after such termination of employmen...t to the extent that the Option was exercisable by the Participant on the date of such termination, but not after the expiration of the term of the Option. -3- (b) If the Company or an Affiliate of the Company terminates the Participant's employment for Cause, the Option shall be terminated as of the date of termination of the Participant's employment. (c) If the Participant's employment is terminated by reason of Disability the restrictions on the Participant's ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full at target performance level. If the Participant's employment is terminated by reason of Disability, the Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If the Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of the Participant's death by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. (d) If the Participant's employment is terminated by reason of Retirement, as long as such Retirement is on or after the Measurement Date, any Option Shares that vest and become exercisable under Section 2 will remain outstanding and exercisable until the expiration of the term of the Option. In addition, if the Participant's employment is terminated by reason of a Retirement prior to the Measurement Date that is consistent with the Company's succession plan for the Chief Executive Officer of the Company as mutually agreed upon in writing by the Compensation Committee and the Participant, then the Option Shares shall remain outstanding with the opportunity to vest in accordance with Section 2, and any vested Option Shares shall remain exercisable until the expiration of the term of the Option. The Participant may exercise all or any portion of the vested Option at any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If the Participant shall die following any Retirement, the Option, to the extent vested, may be exercised at any time within 12 months after the later of the date of the Participant's death or the Measurement Date by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. (e) If the Participant shall die while in the employ of the Company or an Affiliate of the Company, the restrictions on the Participant's (or his or her heirs') ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full at target performance level. The Option may be exercised at any time within 12 months after the date of the Participant's death by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. -4- For purposes of this Agreement, "Retirement" shall mean the voluntary or involuntary termination of the Participant's employment for any reason other than Cause, Disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate and has attained age 55. For avoidance of doubt, if the Participant is employed by an Affiliate that is sold or otherwise ceases to be an Affiliate of the Company, the Participant shall incur a termination of employment by the Company and all Affiliates of the Company under this Agreement. View More

Effect of Termination of Employment. Except as otherwise provided in accordance with Section 3(b)(3), if you cease to be employed by the Company or any of its Affiliates prior to the Vesting Date(s) specified on the cover page of this Agreement, you will forfeit all unvested Units.

Effect of Termination of Employment. Except as provided in the Plan, upon a termination of Participant's employment with the Company for any reason on or prior to the Vesting Date, the Unvested Units shall be forfeited by Participant and cancelled and surrendered to the Company without payment of any consideration to Participant.

Effect of Termination of Employment. In the event Employee's employment with the Company terminates, Employee shall have no right to receive any compensation, benefits or any other payments or remuneration of any kind from the Company, except as set forth below. In the event Employee's employment with the Company is terminated for any reason, Employee shall receive the following: (i) Employee's Base Salary through and including the effective date of Employee's termination of employment (the "Termination Date"), which shall be paid ...on the first regularly scheduled payroll date of the Company following the Termination Date or on or before any earlier date as required by applicable law; (ii) payment for accrued unused vacation pay, which shall also be paid on the first regularly scheduled payroll date of the Company following the Termination Date or on or before any earlier date as required by applicable law; (iii) payment of any vested benefit due and owing under any employee benefit plan, policy or program pursuant to the terms of such plan, policy or program; and (iv) payment for unreimbursed business expenses subject to, and in accordance with, the terms of the Company's business expense reimbursement policy, which payment shall be made within thirty (30) days after Employee submits the applicable supporting documentation to the Company, and in any event no later than on or before the last day of Employee's taxable year following the year in which the expense was incurred. Employee Initials: AP Company Initials: KPD 2 9. Confidentiality, Restrictive Covenants and Intellectual Property Agreement. Contemporaneously with their respective execution of this Agreement, the Employee shall execute the Northern Swan Holdings, Inc. Confidentiality, Restrictive Covenants and Intellectual Property Agreement (the "Confidentiality Agreement"), a copy of which is annexed hereto as Exhibit A. The terms of the Confidentiality Agreement are hereby incorporated by reference into this Agreement, except that, to the extent there is an irreconcilable conflict between the terms of this Agreement and those of the Confidentiality Agreement, the terms of this Agreement shall govern. Employee's execution and compliance with the terms of the Confidentiality Agreement is a material term of this Agreement, upon which Employee's employment and continued employment with the Company is conditioned. View More

Effect of Termination of Employment. (a) Termination of Employment Upon Death or Disability. Upon termination of the Participant's employment with the Company or its subsidiaries or affiliates by reason of death or disability (as determined by the Committee), all unvested Options shall become fully vested and exercisable, and may be exercised by the Participant, the Participant's estate, beneficiary, or representative, as the case may be, for a period of three months after the date of termination of service or until the Expiration ...Date, whichever is shorter. (b) Termination of Employment For Other Reasons. Upon termination of the Participant's employment with the Company or its subsidiaries or affiliates prior to the Expiration Date for any reason other than death or disability, all unvested Options shall expire and terminate upon the date of termination of service. All vested Options may be exercised by the Participant for a period of thirty days after the date of termination of service or until the Expiration Date, whichever is shorter. View More

Effect of Termination of Employment. In the event of (a) the termination of the Participant's employment or service by the Company other than for Cause (and other than due to death or Disability), or by the Participant for Good Reason, in each case within twelve (12) months following a Change in Control, or (b) the termination of the Participant's employment or service due to death or Disability, outstanding RSUs hereby granted to the Participant shall become fully vested as of the date of such termination of employment or service.... Upon voluntary termination of the Participant's employment with the Company or any of its Subsidiaries by the Participant other than for Good Reason, the Restricted Stock Unit Award, to the extent not already vested, shall be forfeited, unless otherwise determined by the Committee in its sole discretion. In addition, in the event the Participant's employment or services to the Company and its Subsidiaries are terminated by the Company prior to the date the RSUs would otherwise vest in accordance with Section 3 above other than for Cause (and other than due to death or Disability, or by the Company or its Subsidiaries other than for Cause or by the Participant for Good Reason within twelve (12) months following a Change in Control, as described in the preceding paragraph), the RSUs shall vest pro rata and become nonforfeitable as of the date of such termination of employment or service, with such proration determined by multiplying the number of RSUs by a fraction, the numerator of which is the number of full calendar months worked by the Participant since the Award Date (with the month in which the Award Date occurred being the first month) to the date of termination of employment or service, and the denominator of which is __________ (_____). View More

Effect of Termination of Employment. 6.1 Termination of Employment for Cause; Resignation for any Reason; Breach of Restrictive Covenant. If your employment with the Company or a Subsidiary is terminated for Cause, you resign your employment with the Company or a Subsidiary for any reason, or you breach any of the provisions set forth in Section 8 of this Agreement, any unvested RSUs (and related Dividend Equivalents), or vested RSUs (and related Dividend Equivalents) that have not yet been settled, will immediately be cancelled an...d forfeited without payment. 6.2 Termination of Employment without Cause or on Account of Disability, death or Retirement. If your employment with the Company or a Subsidiary is terminated without Cause or on account of death, Disability or Retirement (for purposes of this Agreement, defined as your termination of employment after attaining (i) age 65 or (ii) age 55 with ten (10) years of completed service with the Company or a Subsidiary), any unvested RSUs (and related Dividend Equivalents) will vest on a pro rata basis and will be payable as soon as practical following your termination of employment, provided that in no event will payment be made later than sixty (60) days following such termination. The pro rata calculation will be determined by multiplying (x) the number of Shares subject to the RSU on the Date of Grant, by (y) a fraction, with a numerator equal to the number of days from the Date of Grant through the date of your termination of employment, and a denominator equal to the number of days from the Date of Grant through the Vesting Date. 6.3 Termination of Employment without Cause following a Change of Control. Unless specifically prohibited by the Plan or unless the Committee provides otherwise prior to a Change of Control, upon the occurrence of a Change of Control and a termination of your employment with the Company or a Subsidiary without Cause on or before the second anniversary of the occurrence of a Change of Control, any unvested RSUs (and related Dividend Equivalents) will vest in full and will be payable as soon as practical following your termination of employment, provided that in no event will payment be made later than sixty (60) days following such termination. 6.4 Specified Employees. For United States ("U.S.") taxpayers, notwithstanding anything herein to the contrary, if you are a "specified employee" within the meaning of Section 409A(a)(2)(B)(i), as determined under the Company's established methodology for determining specified employees, at the time of your separation from service, any payment hereunder that provides for a "deferral of compensation" within the meaning of Section 409A shall not be paid or commence to be paid on any date prior to the first business day after the date that is six months following your separation from service; provided, however, that a payment delayed pursuant to this Section 6.4 shall commence earlier in the event of your death prior to the end of the six-month period. View More

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termina...tion Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii). (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and the termination of the Employee's employment hereunder. View More