Effect of Termination of Service Contract Clauses (188)
Grouped Into 12 Collections of Similar Clauses From Business Contracts
This page contains Effect of Termination of Service clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
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.
Effect of Termination of Service. Except as otherwise provided in accordance with Section 4(b) 4 above, if you cease to be a Service Provider, you will forfeit all unvested Units.
Effect of Termination of Service. Except as otherwise provided in accordance with Section 4(b) above, 3(b), if you cease to be a Service Provider, you will forfeit all unvested Units.
Effect of Termination of Service. Except as otherwise provided in accordance with Section 4(b) 5(b) above, if you cease to be a Service Provider, you will forfeit all unvested Units.
Effect of Termination of Service. Unless otherwise provided in the Grant Notice or the Plan, in the event of termination of your service with the Company or any of its Affiliates for any reason (whether voluntarily or involuntarily), all your unvested PSUs will be cancelled 1667584 and forfeited. Exceptions are made for termination of service due to death, Retirement, Disability or a Covered Termination in accordance with the terms of the Plan. For purposes of the PSUs, your service will be considered terminated as of the date y...ou cease active service with the Company or any of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you provide services or the terms of your employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company in its sole discretion, your right to vest in the PSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where you provide services or the terms of your employment or service agreement, if any). The Company shall have the exclusive discretion to determine when you have ceased active service for purposes of your PSU grant (including whether you may still be considered to be providing services while on a leave of absence).5. Dividend Equivalent Units. With respect to record dates occurring from and after the Date of Grant until the date that the PSUs are settled, you will be entitled to a cash payment equal to any cash dividend or cash distribution that would have been paid on the PSUs had the PSUs been issued and outstanding Shares on the record date for such dividend or distribution. Dividend Equivalent Units are not eligible for dividend reinvestment during the vesting period. (a) If you are a United States taxpayer, payment of the Dividend Equivalent Units will be made to you in cash as soon as practicable after the dividend payment date set forth by the Company's Board of Directors. (b) If you are not a United States taxpayer, Dividend Equivalent Units will accrue on your unvested PSUs over the vesting period, and you will be paid in cash at the same time the related PSUs vest. If you forfeit your unvested PSUs, then the related accrued Dividend Equivalent Units will also be forfeited.View More
Effect of Termination of Service. Unless otherwise provided in the Grant Notice or the Plan, in the event of termination of your service with the Company or any of its Affiliates for any reason (whether voluntarily or involuntarily), all your unvested PSUs RSUs will be cancelled 1667584 and forfeited. Exceptions are made for termination of service due to death, Retirement, Disability or a Covered Termination Termination, in accordance with the terms of the Plan. 1 For purposes of the PSUs, RSUs, your service will be considered t...erminated as of the date you cease active service with the Company or any of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you provide services or the terms of your employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company in its sole discretion, your right to vest in the PSUs RSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where you provide services or the terms of your employment or service agreement, if any). The Company shall have the exclusive discretion to determine when you have ceased active service for purposes of your PSU RSU grant (including whether you may still be considered to be providing services while on a leave of absence).5. Dividend Equivalent Units. With respect to record dates occurring from and after the Date of Grant until the date that the PSUs RSUs are settled, you will be entitled to a cash payment equal to any cash dividend or cash distribution that would have been paid on the PSUs RSUs had the PSUs RSUs been issued and outstanding Shares on the record date for such dividend or distribution. Dividend Equivalent Units are not eligible for dividend reinvestment during the vesting period. (a) If you are a United States taxpayer, payment of the Dividend Equivalent Units will be made to you in cash as soon as practicable after the dividend payment date set forth by the Company's Board of Directors. (b) If you are not a United States taxpayer, Dividend Equivalent Units will accrue on your unvested PSUs RSUs over the vesting period, and you will be paid in cash at the same time the related PSUs RSUs vest. If you forfeit your unvested PSUs, RSUs, then the related accrued Dividend Equivalent Units will also be forfeited. View More
Effect of Termination of Service. Unless otherwise provided in the Grant Notice or the Plan, in the event of termination of your service with the Company or any of its Affiliates for any reason (whether voluntarily or involuntarily), all your unvested PSUs RSUs will be cancelled 1667584 and forfeited. Exceptions are made for termination of service due to death, Retirement, Disability or a Covered Termination Termination, in accordance with the terms of the Plan. For 166 4827-5735-1003.2For purposes of the PSUs, RSUs, your servic...e will be considered terminated as of the date you cease active service with the Company or any of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you provide services or the terms of your employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company in its sole discretion, your right to vest in the PSUs RSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where you provide services or the terms of your employment or service agreement, if any). The Company shall have the exclusive discretion to determine when you have ceased active service for purposes of your PSU RSU grant (including whether you may still be considered to be providing services while on a leave of absence).5. Dividend Equivalent Units. With respect to record dates occurring from and after the Date of Grant until the date that the PSUs RSUs are settled, you will be entitled to a cash payment equal to any cash dividend or cash distribution that would have been paid on the PSUs RSUs had the PSUs RSUs been issued and outstanding Shares on the record date for such dividend or distribution. Dividend Equivalent Units are not eligible for dividend reinvestment during the vesting period. (a) If you are a United States taxpayer, payment of the Dividend Equivalent Units will be made to you in cash as soon as practicable after the dividend payment date set forth by the Company's Board of Directors. (b) If you are not a United States taxpayer, Dividend Equivalent Units will accrue on your unvested PSUs RSUs over the vesting period, and you will be paid in cash at the same time the related PSUs RSUs vest. If you forfeit your unvested PSUs, RSUs, then the related accrued Dividend Equivalent Units will also be forfeited. View More
Effect of Termination of Service. In the event of the Participant's Termination of Service for any reason other than as described in Sections 4(b) or (c) above, any and all Profits Interest Units that have not vested as of the date of such Termination of Service (after taking into account any accelerated vesting that occurs in connection with such termination) will thereupon automatically and without further action be cancelled and forfeited without payment of any consideration therefor, and the Participant shall have no further... right or interest in or with respect to such Profits Interest Units. In the event of the Participant's Termination of Service as described in Sections 4(b) or (c) above, any and all Profits Interest Units that have not vested on or prior to the fifty-fifth (55th) day following the date of such Termination of Service (after taking into account any accelerated vesting that occurs in connection with such termination) will thereupon automatically and without further action be cancelled and forfeited without payment of any consideration therefor, and the Participant shall have no further right or interest in or with respect to such Profits Interest Units. Except as expressly provided in Sections 4(b) or (c) above, in any applicable plan, program or policy of the Company, the Partnership or any Subsidiary or in any employment agreement, employment offer letter or other agreement between the Participant and the Company, the Partnership or any Subsidiary, no Profits Interest Units which have not vested as of the date of the Participant's Termination of Service shall thereafter become vested.View More
Effect of Termination of Service. In the event of the Participant's Termination of Service for any reason other than as described in Sections 4(b) 5(b) or (c) above, any and all Profits Interest Units RSUs that have not vested as of the date of such Termination of Service (after taking into account any accelerated vesting that occurs in connection with such termination) will thereupon automatically and without further action be cancelled and forfeited without payment of any consideration therefor, and the Participant shall have ...no further right or interest in or with respect to such Profits Interest Units. RSUs. In the event of the Participant's Termination of Service as described in Sections 4(b) 5(b) or (c) above, any and all Profits Interest Units RSUs that have not vested on or prior to the fifty-fifth (55th) day following the date of such Termination of Service (after taking into account any accelerated vesting that occurs in connection with such termination) will thereupon automatically and without further action be cancelled and forfeited without payment of any consideration therefor, and the Participant shall have no further right or interest in or with respect to such Profits Interest Units. RSUs. Except as expressly provided in Sections 4(b) 5(b) or (c) above, in any applicable plan, program or policy of the Company, the Partnership or any Subsidiary or in any employment agreement, employment offer letter or other agreement between the Participant and the Company, the Partnership or any Subsidiary, no Profits Interest Units RSUs which have not vested as of the date of the Participant's Termination of Service shall thereafter become vested. View More
Effect of Termination of Service. The Director's Stock Units shall terminate to the extent such units have not become vested prior to the first date the Director is no longer a member of the Board, regardless of the reason for the termination of the Director's service. If any unvested Stock Units are terminated hereunder, such Stock Units shall automatically terminate and be cancelled as of the date of such termination of the Director's service, without payment of any consideration by the Corporation and without any other action... by the Director, or the Director's beneficiary or personal representative, as the case may be.View More
Effect of Termination of Service. The Director's Stock Units shall terminate to the extent such units have not become vested prior to on or before the first date on which the Director is no longer ceases to serve as a member of the Board, Board (the Director's "Separation from Service"), regardless of the reason for the termination of the Director's service. such separation. If any unvested Stock Units are terminated hereunder, such Stock Units shall automatically terminate and be cancelled as of the date of such termination of...the Director's service, Separation from Service without payment of any consideration by the Corporation and without any other action by the Director, or the Director's beneficiary or personal representative, as the case may be. View More
Effect of Termination of Service. The Director's Stock Units shall terminate to the extent such units have not become vested prior to the first date the Director is no longer a member of the Board, regardless of the reason for the termination of the Director's service. service as a Board member (the last day that the Director provides services as a director is referred to as the Director's "Severance Date"). If any unvested Stock Units are terminated hereunder, such Stock Units shall automatically terminate and be cancelled as o...f the date of such termination of the Director's service, applicable Severance Date without payment of any consideration by the Corporation and without any other action by the Director, or the Director's beneficiary or personal representative, as the case may be. View More
Effect of Termination of Service. 7.1 Option Exercisability. The Option shall terminate immediately upon the Participant's termination of Service to the extent that it is then unvested and shall be exercisable after the Participant's termination of Service to the extent it is then vested only during the applicable time period as determined below and thereafter shall terminate. (a) Disability. If the Participant's Service terminates because of the Disability of the Participant, the Option, to the extent unexercised and exercisabl...e for Vested Shares on the date on which the Participant's Service terminated, may be exercised by the Participant (or the Participant's guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on which the Participant's Service terminated, but in any event no later than the Option Expiration Date. (b) Death. If the Participant's Service terminates because of the death of the Participant, the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant's Service terminated, may be exercised by the Participant's legal representative or other person who acquired the right to exercise the Option by reason of the Participant's death at any time prior to the expiration of twelve (12) months after the date on which the Participant's Service terminated, but in any event no later than the Option Expiration Date. The Participant's Service shall be deemed to have terminated on account of death if the Participant dies within three (3) months after the Participant's termination of Service. (c) Termination for Cause. Notwithstanding any other provision of this Option Agreement to the contrary, if the Participant's Service is terminated for Cause or if, following the Participant's termination of Service and during any period in which the Option otherwise would remain exercisable, the Participant engages in any act that would constitute Cause, the Option shall terminate in its entirety and cease to be exercisable immediately upon such termination of Service or act. (d) Other Termination of Service. If the Participant's Service terminates for any reason, except Disability, death or Cause, the Option, to the extent unexercised and exercisable for Vested Shares by the Participant on the date on which the Participant's Service terminated, may be exercised by the Participant at any time prior to the expiration of three (3) months after the date on which the Participant's Service terminated, but in any event no later than the Option Expiration Date. 7.2 Extension if Exercise Prevented by Law. Notwithstanding the foregoing, other than termination of the Participant's Service for Cause, if the exercise of the Option within the applicable time periods set forth in Section 7.1 is prevented by the provisions of Section 4.6, the Option shall remain exercisable until the later of (a) thirty (30) days after the 6 date such exercise first would no longer be prevented by such provisions, or (b) the end of the applicable time period under Section 7.1, but in any event no later than the Option Expiration Date.View More
Effect of Termination of Service. 7.1 Subject to earlier termination of the Option Exercisability. The as otherwise provided by the Plan or Option Agreement and unless a longer exercise period is provided by the Committee in the grant of an Option and set forth in the Option Agreement, an Option shall terminate immediately upon the Participant's termination of Service to the extent that it is then unvested and unvested. To the extent required by Applicable California Law, the Option shall be exercisable after the Participant's t...ermination of Service to the extent it is then vested only during the applicable time period as determined below in accordance with this section (or such longer period specified in the Option Agreement and thereafter shall terminate. (a) terminate: A. Death or Disability. If the Participant's Service terminates because of the death or Disability of the Participant, the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant's Service terminated, may be exercised by the Participant (or the Participant's guardian guardian, legal representative, or legal representative) other person who acquired the right to exercise the Option by reason of the Participant's death, as applicable) at any time prior to the expiration of twelve (12) six (6) months after the date on which the Participant's Service terminated, but in any event no later than the Option Expiration Date. (b) Death. If the Participant's Service terminates because date of expiration of the death of the Participant, the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant's Service terminated, may be exercised by the Participant's legal representative or other person who acquired the right to exercise the Option by reason of the Participant's death at any time prior to the expiration of twelve (12) months after the date on which the Participant's Service terminated, but in any event no later than the Option (the "Option Expiration Date. The Participant's Service shall be deemed to have terminated on account of death if the Participant dies within three (3) months after the Participant's termination of Service. (c) Termination for Cause. Notwithstanding any other provision of this Option Agreement to the contrary, if the Participant's Service is terminated for Cause or if, following the Participant's termination of Service and during any period in which the Option otherwise would remain exercisable, the Participant engages in any act that would constitute Cause, the Option shall terminate in its entirety and cease to be exercisable immediately upon such termination of Service or act. (d) Date"). B. Other Termination of Service. If the Participant's Service terminates for any reason, except Disability, death for Disability or Cause, death, the Option, to the extent unexercised and exercisable for Vested Shares by the Participant on the date on which the Participant's Service terminated, 29 may be exercised by the Participant at any time prior to the expiration of three (3) months after the date on which the Participant's Service terminated, but in any event no later than the Option Expiration Date. 7.2 Extension if Exercise Prevented by Law. Notwithstanding the foregoing, other than termination of the Participant's Service for Cause, if the exercise of the Option within the applicable time periods set forth in Section 7.1 is prevented by the provisions of Section 4.6, the Option shall remain exercisable until the later of (a) thirty (30) days after the 6 date such exercise first would no longer be prevented by such provisions, or (b) the end of the applicable time period under Section 7.1, but in any event no later than the Option Expiration Date.View More
Effect of Termination of Service. 7.1 Option Exercisability. The Option shall terminate immediately upon the Participant's termination of Service to the extent that it is then unvested and shall be exercisable after the Participant's termination of Service to the extent it is then vested only during the applicable time period as determined below and thereafter shall terminate. (a) Disability. If the Participant's Service terminates because of the Disability of the Participant, for any reason, including but not limited to Disabil...ity, death or Cause, the Option, to the extent unexercised and exercisable for Vested Shares by the Participant on the date on which the Participant's Service terminated, may be exercised by the Participant (or the Participant's guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on which the Participant's Service terminated, but in any event no later than the Option Expiration Date. (b) Death. If the Participant's Service terminates because of the death of the Participant, the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant's Service terminated, may be exercised by the Participant's guardian, legal representative or other person who acquired the right to exercise the Option by reason of the Participant's death death) at any time prior to the expiration of twelve (12) months after the date on which the Participant's Service terminated, but in any event no later than the Option Expiration Date. The Participant's Service shall be deemed to have terminated on account Unless otherwise defined in a contract of death if employment or service between the Participant dies within three (3) months after the Participant's termination of Service. (c) Termination and a Participating Company, for Cause. Notwithstanding any other provision purposes of this Option Agreement to Agreement, "Cause" shall have the contrary, if meaning given such term in the Participant's Service is terminated for Cause or if, following the Participant's termination of Service and during any period in which the Option otherwise would remain exercisable, the Participant engages in any act that would constitute Cause, the Option shall terminate in its entirety and cease to be exercisable immediately upon such termination of Service or act. (d) Other Termination of Service. If the Participant's Service terminates for any reason, except Disability, death or Cause, the Option, to the extent unexercised and exercisable for Vested Shares by the Participant on the date on which the Participant's Service terminated, may be exercised by the Participant at any time prior to the expiration of three (3) months after the date on which the Participant's Service terminated, but in any event no later than the Option Expiration Date. 7.2 Extension if Exercise Prevented by Law. Notwithstanding the foregoing, other than termination of the Participant's Service for Cause, if the exercise of the Option within the applicable time periods set forth in Section 7.1 is prevented by the provisions of Section 4.6, the Option shall remain exercisable until the later of (a) thirty (30) days after the 6 date such exercise first would no longer be prevented by such provisions, or (b) the end of the applicable time period under Section 7.1, but in any event no later than the Option Expiration Date. Plan. View More
Effect of Termination of Service. (a) Termination of Service. Subject to Section 5(b)(i) and (ii) below, in the event of the termination of Grantee's status as a Service Provider for any reason, any and all Unvested Units as of the date on which Grantee's status as a Service Provider terminates (after taking into account any accelerated vesting that occurs in connection with such termination) will automatically be cancelled and forfeited without payment of any consideration therefor, and Grantee shall have no further right or in...terest in or with respect to such Unvested Units. Except as set forth in Section 5(b)(i) and (ii) below, no Unvested Units and no portion of the Award attributable to Unvested Units as of the date on which Grantee's status as a Service Provider terminates shall thereafter become vested. (b) Qualifying Termination; Retirement. (i) In the event that Grantee incurs a Qualifying Termination due to Grantee's death or disability prior to the completion of the Performance Period, the Class D Units granted hereby shall remain outstanding and eligible to become Performance Vested Units in accordance with Section 4(a) above. In such event, following the completion of the Performance Period, the Restrictions set forth in Sections 3(b) and 5(a) above shall lapse with respect to the number of Class D Units that become Performance Vested Units in accordance with Section 4(a) above (if any) as of the completion of the Performance Period, and such Class D Units shall thereupon become fully vested. Any Class D Units that do not become fully vested in accordance with the preceding sentence will automatically be cancelled and forfeited as of the completion of the Performance Period without payment of any consideration therefor, and Grantee shall have no further right or interest in or with respect to such Class D Units. (ii) In the event that Grantee incurs a Qualifying Termination due to a termination by the Company, the Partnership or any Subsidiary other than for Cause or by Grantee for Good Reason or in the event that Grantee ceases to be a Service Provider by reason of Grantee's Retirement, in any case, prior to the completion of the Performance Period, the Class D Units granted hereby shall remain outstanding and eligible to become Performance Vested Units in accordance with Section 4(a) above. In such event, following the completion of the Performance Period, the Restrictions set forth in Sections 3(b) and 5(a) above shall lapse with respect to a number of Class D Units equal to the sum of (A) the product of (x) the number of Class D Units that become Performance Vested Base Units in accordance with Section 4(a) above (if any) as of the completion of the Performance Period, and (y) a fraction, the numerator of which is the number of days elapsed from the first day of the Performance Period through and including the date of Grantee's Qualifying Termination or Retirement, as applicable, and the 5 denominator of which is the number of days in the completed Performance Period (such number of Class D Units, the "Pro Rata Performance Vested Units"), plus (B) the Distribution Equivalent Units (calculated with respect to the Pro Rata Performance Vested Units), and such Class D Units shall thereupon become fully vested. Any Class D Units (including any Performance Vested Units) that do not become fully vested in accordance with the preceding sentence will automatically be cancelled and forfeited as of the completion of the Performance Period without payment of any consideration therefor, and Grantee shall have no further right or interest in or with respect to such Class D Units. (iii) In the event that, following the completion of the Performance Period, Grantee incurs a Qualifying Termination or ceases to be a Service Provider by reason of his or her Retirement, the Restrictions set forth in Sections 3(b) and 5(a) above applicable to any outstanding Performance Vested Base Units (if any) shall lapse and such Performance Vested Units shall become fully vested upon such Qualifying Termination or Retirement, as applicable.View More
Effect of Termination of Service. (a) Termination of Service. Subject to Section 5(b)(i) and (ii) 6(b) below, in the event of the termination Participant's Termination of Grantee's status as a Service Provider for any reason, any and all Unvested Units RSUs as of the date on which Grantee's status as a of such Termination of Service Provider terminates (after taking into account any accelerated vesting that occurs in connection with such termination) will automatically and without further action be cancelled and forfeited withou...t payment of any consideration therefor, and Grantee the Participant shall have no further right or interest in or with respect to such Unvested Units. RSUs. Except as set forth in Section 5(b)(i) and (ii) Sections 6(b) below, no Unvested Units and no portion of the Award attributable to Unvested Units RSUs as of the date on which Grantee's status as a of the Participant's Termination of Service Provider terminates shall thereafter become vested. (b) Qualifying Termination; Retirement. (i) In the event that Grantee the Participant incurs a Qualifying Termination due to Grantee's death or disability the Participant's Disability prior to the completion of the Performance Period, the Class D Units RSUs granted hereby shall remain outstanding and eligible to become Performance Vested Units RSUs in accordance with Section 4(a) 5(a) above. In such event, following on the completion of the applicable Measurement Date(s) on which any RSUs become Performance Period, Vested RSUs in accordance with Section 5(a) above, the Restrictions set forth in Sections 3(b) and 5(a) Section 6(a) above shall lapse with respect to the number of Class D Units that become such Performance Vested Units in accordance with Section 4(a) above (if any) as of the completion of the Performance Period, RSUs and such Class D Units RSUs shall thereupon become fully vested. Any Class D Units RSUs that do not become fully vested in accordance with the preceding sentence will automatically be cancelled and forfeited as of the completion of the Performance Period Measurement Date(s) applicable thereto, without payment of any consideration therefor, and Grantee the Participant shall have no further right or interest in or with respect to such Class D Units. RSUs. (ii) In the event that Grantee the Participant incurs a Qualifying Termination due to the Participant's death prior to the completion of the Performance Period, then the Restrictions set forth Section 6(a) above shall lapse on the date of such Qualifying Termination with respect to the total number of RSUs granted hereby, and such RSUs shall thereupon become fully vested. (iii) In the event that the Participant incurs a Qualifying Termination due to a termination by the Company, the Partnership or any Subsidiary other than for Cause or by Grantee the Participant for Good Reason or in the event that Grantee ceases to be the Participant incurs a Termination of Service Provider by reason of Grantee's his or her Retirement, in any case, prior to the completion of the Performance Period, the Class D Units RSUs granted hereby shall remain outstanding and eligible to become Performance Vested Units RSUs in accordance with Section 4(a) 5(a) above. In such event, following on the completion of the applicable Measurement Date on which any RSUs become Performance Period, Vested RSUs in accordance with Section 5(a) above, the Restrictions set forth in Sections 3(b) and 5(a) Section 6(a) above shall lapse with respect to a number of Class D Units RSUs equal to the sum of (A) the product of (x) the number of Class D Units RSUs that become Performance Vested Base Units RSUs on such Measurement Date in accordance with Section 4(a) 5(a) above (if any) as of the completion of the Performance Period, any), and (y) a fraction, the numerator of which is the number of days elapsed from the first day of the Performance Period through and including the date of Grantee's the Participant's Qualifying Termination or Retirement, as applicable, and the 5 denominator of which is the number of days in the completed Performance Period (such number of Class D Units, the "Pro Rata Performance Vested Units"), plus (B) the Distribution Equivalent Units (calculated with respect to the Pro Rata Performance Vested Units), Period, and such Class D Units RSUs shall thereupon become fully vested. Any Class D Units (including any Performance Vested Units) RSUs that do not become fully vested in accordance with the preceding sentence will automatically be cancelled and forfeited as of the completion of the Performance Period Measurement Date(s) applicable thereto without payment of any consideration therefor, and Grantee the Participant shall have no further right or interest in or with respect to such Class D Units. (iii) In the event that, following the completion of the Performance Period, Grantee incurs a Qualifying Termination or ceases to be a Service Provider by reason of his or her Retirement, the Restrictions set forth in Sections 3(b) and 5(a) above applicable to any outstanding Performance Vested Base Units (if any) shall lapse and such Performance Vested Units shall become fully vested upon such Qualifying Termination or Retirement, as applicable. RSUs. View More
Effect of Termination of Service. Upon Participant's Termination of Service prior to the applicable Vesting Date for any reason other than due to Participant's death, Retirement, or termination without CIC Cause or with Good Reason within the Specified Period following a Change in Control (each of which has the treatment specified below), all unvested Options will be forfeited immediately, provided that any vested Options credited to Participant's account immediately prior to the time of such Termination of Service may continue ...to be exercised or surrendered by Participant during the Termination Exercise Period. Any vested Options that are not exercised or surrendered by Participant during the Termination Exercise Period shall be forfeited and cancelled on the last day of the Termination Exercise Period. (a) Effect of Death or Retirement. (i) Death or Retirement Prior to Age 60. In the event of (A) Participant's death prior to the date that the Participant attains the age of 60 years, or (B) Participant's Early Retirement, all unvested Options will be forfeited immediately, provided that any vested Options credited to the Participant's account immediately prior to the time of Participant's death or retirement, as applicable, may continue to be exercised or surrendered by Participant during the Death or Retirement Exercise Period. Any vested Options that are not exercised or surrendered by Participant during the Death or Retirement Exercise Period shall be forfeited and cancelled on the last day of the Death or Retirement Exercise Period. (ii) Death or Retirement Between Age 60 and 65. In the event of (A) Participant's death on or after the date that Participant attains the age of 60 years but before the date that Participant attains the age of 65 years, or (B) Participant's Normal Retirement on or after the date that Participant attains the age of 60 years but before the date that Participant attains the age of 65 years, the Options shall continue to be or become, as applicable, vested in accordance with the provisions of Section 3 and Participant shall be entitled to exercise or surrender any such Options until the Expiry Date. (iii) Death or Retirement Following Age 65. In the event of (A) Participant's death on or after the date that Participant attains the age of 65 years, or (B) Participant's Normal Retirement on or after the date that Participant attains the age of 65 years, Participant shall be entitled, during the period extending from the date of Participant's death or retirement, as applicable, until the Expiry Date, to exercise or surrender, in full or in part, any unexercised Option granted hereunder (irrespective of whether such Options have become vested in accordance with the provisions of this Agreement). (b) Effect of Termination Without CIC Cause or With Good Reason Within the Specified Period. If a Change in Control occurs and the Options are replaced with a Replacement Award, then upon Participant's Termination of Service (i) that is initiated by the Corporation or an Affiliate, as applicable, without CIC Cause, or (ii) due to Participant's resignation for Good Reason, in each case, within the Specified Period following a Change in Control, the Replacement Award shall vest in full.View More
Effect of Termination of Service. Upon Participant's Termination of Service prior to the applicable Vesting Date for any reason other than due to Participant's death, Retirement, or termination without CIC Cause or with Good Reason within the Specified Period following a Change in Control (each of which has the treatment specified below), all unvested Options SARs will be forfeited immediately, provided that any vested Options SARs credited to Participant's account immediately prior to the time of such Termination of Service may... shall continue to be exercised or surrendered exercisable by Participant during the Termination Exercise Period. Any vested Options SARs that are not exercised or surrendered by Participant during the Termination Exercise Period shall be forfeited and cancelled on the last day of the Termination Exercise Period. (a) Effect of Death or Retirement. (i) Death or Retirement Prior to Age 60. In the event of (A) Participant's death prior to the date that the Participant attains the age of 60 years, or (B) Participant's Early Retirement, all unvested Options SARs will be forfeited immediately, provided that any vested Options SARs credited to the Participant's account immediately prior to the time of Participant's death or retirement, as applicable, such Termination of Service may continue to be exercised or surrendered by Participant during the Death or Retirement Exercise Period. Any vested Options SARs that are not exercised or surrendered by Participant during the Death or Retirement Exercise Period shall be forfeited and cancelled on the last day of the Death or Retirement Exercise Period. (ii) Death or Retirement Between Age 60 and 65. In the event of (A) Participant's death on or after the date that Participant attains the age of 60 years but before the date that Participant attains the age of 65 years, or (B) Participant's Normal Retirement on or after the date that Participant attains the age of 60 years but before the date that Participant attains the age of 65 years, the Options SARs shall continue to be or become, as applicable, vested in accordance with the provisions of Section 3 and Participant shall be entitled to exercise or surrender any such Options SARs until the Expiry Date. (iii) Death or Retirement Following Age 65. In the event of (A) Participant's death on or after the date that Participant attains the age of 65 years, or (B) Participant's Normal Retirement on or after the date that Participant attains the age of 65 years, Participant shall be entitled, during the period extending from the date of Participant's death or retirement, Retirement, as applicable, until the Expiry Date, to exercise or surrender, in full or in part, part any unexercised Option SAR granted hereunder (irrespective of whether such Options have SAR has become vested in accordance with the provisions of this Agreement). (b) Effect of Termination Without CIC Cause or With Good Reason Within the Specified Period. If a Change in Control occurs and the Options SARs are replaced with a Replacement Award, then upon Participant's Termination of Service (i) that is initiated by the Corporation or an Affiliate, as applicable, without CIC Cause, or (ii) due to Participant's resignation for Good Reason, in each case, within the Specified Period following a Change in Control, the Replacement Award shall vest in full. View More
Effect of Termination of Service. Upon Participant's Termination of Service prior to the applicable Vesting Date for any reason other than due to Participant's death, Early Retirement, Normal Retirement, or termination without CIC Cause or with Good Reason within the Specified Period following a Change in Control (each of which has the treatment specified below), all RSUs will be forfeited immediately. (a) Death Prior to Age 60 or Early Retirement. Upon Participant's (i) death prior to the date that the Participant attains the a...ge of 60 years, or (ii) Termination of Service due to Early Retirement, the RSUs shall vest in proportion to the number of calendar months (rounded up to the nearest whole number of months) from the Grant Date to the Termination of Service relative to the total number of months from the Grant Date through the latest Vesting Date. All RSUs that do not vest pursuant to the preceding sentence shall be forfeited immediately upon such Termination of Service. (b) Death on or After Age 60 or Normal Retirement. Upon Participant's (i) death on or after the date that the Participant attains the age of 60 years, or (ii) Termination of Service due to Normal Retirement, the RSUs shall vest in full. 2 (c) Termination Without CIC Cause or With Good Reason Within the Specified Period. If a Change in Control occurs and the RSUs are replaced with a Replacement Award, then upon Participant's Termination of Service that is (i) initiated by the Corporation or an Affiliate, as applicable, without CIC Cause, or (ii) due to Participant's resignation for Good Reason, in each case, within the Specified Period following a Change in Control, the Replacement Award shall vest in full.View More
Effect of Termination of Service. Upon Participant's Termination of Service prior to the applicable Vesting Date for any reason other than due to Participant's death, Early Retirement, Normal Retirement, or termination without CIC Cause or with Good Reason within the Specified Period following a Change in Control (each of which has the treatment specified below), all RSUs PSUs will be forfeited immediately. (a) Death Prior to Age 60 or Early Retirement. Upon Participant's (i) death prior to the date that the Participant attains ...the age of 60 years, or (ii) Termination of Service due to Early Retirement, all Eligible PSUs that become credited to the RSUs Participant's account following the end of the Performance Period shall vest in proportion to the number of calendar months (rounded up to the nearest whole number of months) from the Grant Date to the Termination of Service relative to the total number of months from the Grant Date through the latest Vesting Date. All RSUs PSUs that do not vest pursuant to the preceding sentence shall be forfeited immediately upon such Termination of Service. (b) Death on or After Age 60 or Normal Retirement. Upon Participant's (i) death on or after the date that the Participant attains the age of 60 years, or (ii) Termination of Service due to Normal Retirement, all Eligible PSUs that become credited to the RSUs Participant's account following the end of the Performance Period shall vest in full. 2 (c) Termination Without CIC Cause or With Good Reason Within the Specified Period. If a Change in Control occurs and the RSUs PSUs are replaced with a Replacement Award, then upon Participant's Termination of Service that is (i) initiated by the Corporation or an Affiliate, as applicable, without CIC Cause, or (ii) due to Participant's resignation for Good Reason, in each case, within the Specified Period following a Change in Control, the Replacement Award shall vest in full. View More
Effect of Termination of Service. Except as expressly provided in Section 4 or this Section 8, the Participant's RSUs (as well as the related Dividend Equivalent Rights) shall terminate to the extent such RSUs have not become vested prior to the Participant's Termination of Service, meaning the first date the Participant is no longer employed by or providing services to the Company or one of its Subsidiaries (the "Severance Date"), regardless of the reason for the Participant's Termination of Service, whether with or without cau...se, voluntarily or involuntarily, or whether the Participant was employed or provided services for a portion of the vesting period prior to a Vesting Date and the Participant will have no right to the terminated RSUs, any underlying Shares or any cash equivalent. Notwithstanding the foregoing, in the event the Participant's Termination of Service is due to the Participant's Disability at a time when RSUs remain unvested under the Award, (a) the Award shall vest with respect to the number of RSUs determined by multiplying (i) the number of then-outstanding and unvested RSUs as well as the related Dividend Equivalent Rights subject to the Award that would have otherwise vested pursuant to Section 3 on the next Vesting Date following the Severance Date but for such Termination of Service, by (ii) a fraction, the numerator of which shall be the number of days that have elapsed between the Vesting Date that immediately preceded the Severance Date (or, in the case of a Termination of Service prior to the initial Vesting Date, the Vesting Commencement Date) and the Severance Date, and the denominator of which shall be the number of days between the Vesting Date that immediately preceded the Severance Date (or, in the case of a Termination of Service prior to the initial Vesting Date, the Vesting Commencement Date) and the next Vesting Date following the Severance Date that would have occurred but for such Termination of Service; and (b) any RSUs (as well as the related Dividend Equivalent Rights) that are not vested after giving effect to the foregoing clause (a) shall terminate on the Severance Date. Further, in the event the Participant's Termination of Service is due to the Participant's death, any unvested RSUs shall be fully vested as of the Severance Date, and any Dividend Equivalent Rights credited to the Participant shall be paid. If any unvested RSUs are terminated hereunder, such RSUs (as well as the related Dividend Equivalent Rights) shall automatically terminate and be cancelled as of the applicable Severance Date without payment of any consideration by the Company and without any other action by the Participant or the Participant's personal representative, as the case may be.View More
Effect of Termination of Service. Except as expressly provided in Section 4 or this Section 8, the Participant's RSUs (as well as the related Dividend Equivalent Rights) shall terminate to the extent such RSUs have not become vested prior to the Participant's Termination of Service, meaning the first date the Participant is no longer employed by or providing services to the Company or one of its Subsidiaries (the "Severance Date"), regardless of the reason for the Participant's Termination of Service, whether with or without cau...se, voluntarily or involuntarily, involuntarily or whether the Participant was employed or provided services for a portion of the vesting period prior to a Vesting Date and the Participant will have no right to the terminated RSUs, any underlying Shares or any the cash equivalent. Notwithstanding the foregoing, in In the event the Participant's Severance Date is the result of the Participant's Termination of Service is due to the Participant's death or Disability at a time when RSUs remain unvested under and the Award, (a) Severance Date occurs prior to the Vesting Date, on the Vesting Date the Award shall vest with respect to the a number of RSUs determined by multiplying (i) the number of then-outstanding and unvested RSUs as well as the related Dividend Equivalent Rights subject to the Award that would have otherwise vested pursuant to Section 3 the Award on the next such Vesting Date following the Severance Date but for such Termination of Service, by (ii) a fraction, the numerator of which shall be the number of days that have elapsed between the Vesting Date that immediately preceded the Severance Date (or, in the case of a Termination of Service prior and to the initial Vesting Date, extent the Vesting Commencement Date) and applicable performance-based vesting requirement is satisfied, by (ii) the Severance Date, and the denominator of which shall be the number of days between the Vesting Date that immediately preceded the Severance Date (or, in the case of a Termination of Service prior to the initial Vesting Date, the Vesting Commencement Date) and the next Vesting Date following the Severance Date that would have occurred but for such Termination of Service; and (b) any Fraction (determined as set forth below). Any RSUs (as well as the related Dividend Equivalent Rights) that are not vested after giving effect to the foregoing clause (a) shall terminate unvested on the Severance Date. Further, in Date and that are not eligible to vest on the event Vesting Date following the Participant's Termination of Service is due Severance Date pursuant to the Participant's death, any unvested RSUs preceding sentence shall be fully vested terminate as of the Severance Date, and any Dividend Equivalent Rights credited RSUs that remain outstanding and unvested after giving effect to the Participant preceding sentence shall terminate as of the Vesting Date. The "Severance Fraction" means a fraction, the numerator of which shall be paid. determined by subtracting the number of days remaining in the Performance Period on the Severance Date from the total number of days in the Performance Period, and the denominator of which shall be the total number of days in the Performance Period. If any unvested RSUs are terminated hereunder, pursuant to this Award Agreement, such RSUs (as well as the related Dividend Equivalent Rights) shall automatically terminate and be cancelled as of the applicable Severance Date (or, to the extent the applicable performance-based vesting conditions are not satisfied, the Vesting Date, as provided in Exhibit A) without payment of any consideration by the Company and without any other action by the Participant Participant, or the Participant's beneficiary or personal representative, as the case may be. View More
Effect of Termination of Service. Except as otherwise provided in accordance with Section 3(b) or 3(c) of this Agreement, if you cease to be a Service Provider, you will immediately forfeit all unvested Units.
Effect of Termination of Service. Except as otherwise provided in accordance with Section 3(b) or 3(c) of this Agreement, if you cease to be a Service Provider, you will immediately forfeit all unvested Units.
