Grouped Into 8 Collections of Similar Clauses From Business Contracts
This page contains Separation from Service clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Separation from Service. (a) Death or Disability. In the event the service of the Participant to the Board is terminated by reason of death or Disability, the Period of Restriction applicable to the Restricted Stock Units shall automatically terminate (that is, the Restricted Stock Units shall "vest") upon such Separation from Service. (b) Other. In the event the service of the Participant to the Board is terminated for any reason other than death or Disability during the Period of Restriction, then any Restricted Stock... Units still subject to the Period of Restriction at the date of such Separation from Service automatically shall be forfeited and returned to the Company.View More
Separation from Service. (a) Death or Disability. In the event the service of the Participant to the Board is terminated by reason Participant's Separation from Service because of death or Disability, Disability during the Period of Restriction, the Period of Restriction applicable to the Restricted Stock Units shall automatically terminate (that is, the Restricted Stock Units shall "vest") upon such Separation from Service. (b) Other. In the event of a Participant's Separation from Service during the service Period of ...the Participant to the Board is terminated Restriction for any reason other than death or Disability during the Period of Restriction, those set forth in Paragraph 6(a) above, then any Restricted Stock Units still subject to the Period of Restriction at the date of such Separation from Service automatically shall be forfeited and returned to the Company. View More
Separation from Service. In case of the involuntary Separation from Service without Cause, or by reason of Death, Disability, or Retirement, the Awardee may exercise this SAR during the Termination Period set out in the Notice of Grant herein, but only to the extent it was exercisable at the date of such termination (but in no event later than the "Term/Expiration Date" of this SAR as set forth in the Notice of Grant herein). To the extent that Awardee was not entitled to exercise this SAR at the date of such terminatio...n, and to the extent that Awardee does not exercise this SAR (to the extent otherwise so entitled) within the time specified herein, this SAR shall terminate.View More
Separation from Service. In case of the involuntary Separation from Service without Cause, or by reason of Death, death, Disability, or Retirement, the Awardee may exercise this SAR Option during the Termination Period set out in the Notice of Grant herein, but only to the extent it was exercisable at the date of such termination (but in no event later than the "Term/Expiration Date" of this SAR Option as set forth in the Notice of Grant herein). To the extent that Awardee was not entitled to exercise this SAR Option at... the date of such termination, and to the extent that Awardee does not exercise this SAR Option 2 (to the extent otherwise so entitled) within the time specified herein, this SAR Option shall terminate. View More
Separation from Service. (a) If the Participant's employment is terminated by the Company for Cause (as defined in the Employment Agreement), then all Options shall terminate. (b) If the Participant terminates his employment without Good Reason (as defined in the Employment Agreement), then all Options shall terminate on the date that is 90 days after the date of termination of the Participant's Continuous Service (as defined in the Plan), but not later than the Expiration Date. (c) In the event of Participant's Disabil...ity (as defined in the Plan), the Participant may exercise the Options at any time within one (1) year after the date of termination but not later than the Expiration Date. (d) In the event of Participant's death or if a Participant should die within a period of 90 days after termination of the Participant's Continuous Service for reason other than Cause (as defined in the Employment Agreement), the personal representatives of the Participant's estate or the person or persons who shall have acquired the Options from the Participant by bequest or inheritance may exercise the Options at any time within one (1) year after the date of death, but not later than the Expiration Date.View More
Separation from Service. (a) If the Participant's employment is terminated by the Company for Cause (as defined in the Employment Agreement), then all Options shall terminate. (b) If the Participant terminates his employment without Good Reason (as defined in the Employment Agreement), then all Options shall terminate on the date that is 90 days after the date of termination of the Participant's Continuous Service (as defined in the Plan), Service, but not later than the Expiration Date. (c) If, prior to the date the Co...ndition is achieved, the Participant's employment is terminated by the Company other than for Cause (as defined in the Employment Agreement), death or Disability (as defined in the Employment Agreement) or if the Participant terminates his employment for Good Reason (as defined in the Employment Agreement), then, all Options shall terminate on the date that is 90 days after the date of termination of the Participant's Continuous Service, but not later than the Expiration Date. (d) If, following the date the Condition is achieved, but before the Expiration Date, the Participant's employment is terminated by the Company other than for Cause (as defined in the Employment Agreement), death or Disability (as defined in the Employment Agreement) or if the Participant terminates his employment for Good Reason (as defined in the Employment Agreement), then, all unexercisable Options shall become exercisable and remain exercisable until the sooner of (1) the Expiration Date or (2) two years following the Date of Termination (as defined in the Employment Agreement). All vested Options not exercised within the period described in the preceding sentence shall terminate. (e) In the event of Participant's Disability (as defined in the Plan), Employment Agreement), the Participant may exercise the Options at any time within one (1) year after the date Date of termination Termination (as defined in the Employment Agreement) but not later than the Expiration Date. (d) (f) In the event of Participant's death or if a Participant should die within a period of 90 days after termination of the Participant's Continuous Service for reason other than Cause (as defined in the Employment Agreement), the personal representatives of the Participant's estate or the person or persons who shall have acquired the Options from the Participant by bequest or inheritance may exercise the Options at any time within one (1) year after the date of death, but not later than the Expiration Date. View More
Separation from Service. The parties hereto agree that the Employee shall have a separation from service for purposes of Section 409A of the Internal Revenue Code (the "Code") effective as of the Effective Date of the Merger. The Employee will then be re-hired on a part-time basis for a specific term of employment on a contract basis from the Effective Date to the end of the month following the conversion of the data processing system of ESB, at the same compensation as presently paid and with the same title as presentl...y held, pursuant to a written employment agreement being concurrently executed by Wesbanco and the Employee (the "Term Agreement").View More
Separation from Service. The parties hereto agree that the Employee Executive shall have a separation from service for purposes of Section 409A of the Internal Revenue Code (the "Code") effective as of the Effective Date of the Merger. The Employee Executive will then be re-hired on a part-time basis for a specific term of employment on a contract basis from following the Effective Date to the end of the month following the conversion of the data processing system of ESB, at the same compensation as presently paid and w...ith the same title as presently held, pursuant to a written employment agreement being concurrently executed by Wesbanco and the Employee Executive (the "Term Agreement"). View More
Separation from Service. The parties hereto agree that the Employee Executive shall have a separation from service for purposes of Section 409A of the Internal Revenue Code (the "Code") effective as of the Effective Date of the Merger. The Employee Executive will then be re-hired on a part-time basis for a specific term of employment on a contract basis from following the Effective Date to the end of the month following the conversion of the data processing system of ESB, at the same compensation as presently paid and w...ith the same title as presently held, pursuant to a written employment agreement being concurrently executed by Wesbanco and the Employee Executive (the "Term Agreement"). View More
Separation from Service. If the Participant experiences a Separation From Service (as defined in the Director Deferred Compensation Plan) from the Company for any reason other than for cause (as defined in Section 4.a(4)(C) of the Plan) prior to the end of the Participant's current term as a non-employee director of the Company, any shares of Restricted Stock awarded hereunder that remain subject to forfeiture shall be free of restrictions pro rata based on the number of months of service completed by the Participant (r...ounded up to the nearest whole month) prior to such Separation From Service, and the remainder of such shares shall be immediately and automatically forfeited to the Company. If the Participant experiences a Separation From Service from the Company for cause (as defined in Section 4.a(4)(C) of the Plan), any shares of Restricted Stock awarded hereunder that have not been delivered to the Participant shall be immediately and automatically forfeited to the Company.View More
Separation from Service. If the Participant experiences a Separation From Service (as defined in the Director Deferred Compensation Plan) from the Company for any reason other than for cause (as defined in Section 4.a(4)(C) of the Plan) prior to the end of the Participant's current term as a non-employee director of the Company, any shares of Restricted Stock awarded hereunder that remain subject to forfeiture shall be free of restrictions pro rata based on the number of months of service completed by the Participant (r...ounded up to the nearest whole month) prior to such Separation From Service, and the remainder of such shares shall be immediately and automatically forfeited to the Company. If the Participant experiences a Separation From Service from the Company for cause (as defined in Section 4.a(4)(C) of the Plan), any shares of Restricted Stock awarded hereunder that have not been delivered to the Participant shall be immediately and automatically forfeited to the Company. -Rev. 1.2019 EXHIBIT 10.7 6. Change in Control of the Company. In the event of a Change in Control of the Company, any shares of Restricted Stock awarded hereunder that remain subject to forfeiture shall immediately be free of restrictions. View More
Separation from Service. (a) In General. Except as otherwise provided in this Section 4 or in Section 5 of this Agreement or in the Plan, all Performance Shares subject to this Award that have not become vested pursuant to Section 3(b) prior to the date of the Participant's Separation from Service shall be immediately forfeited upon such Separation from Service. (b) This Section 4(b) applies only in the event that (i) a Change of Control has not occurred prior to November 30, 2021, or (ii) a Change of Control has occurr...ed prior to November 30, 2021, but the Participant's Separation from Service has not occurred within two years following the Change of Control:(i) Separation from Service by Reason of Death or Disability, Before the End of the Performance Cycle: Upon a Participant's Separation from Service before the end of the Performance Cycle due to death or Disability (as defined below), then the Participant shall become vested, as of November 30, 2021, in a prorated number of Performance Shares calculated by multiplying the number of Performance Shares that would have been both earned pursuant to Section 3(a)(iii), and vested pursuant to Section 3(b), had the Participant remained employed through November 30, 2021 by a fraction, the numerator of which is the number of full calendar days that the Participant was actively employed during the Performance Cycle and the denominator of which is the total number of calendar days in the Performance Cycle. 3 (ii) Separation from Service by Reason of Retirement Before the End of the Performance Cycle: Upon a Participant's Separation from Service by the Participant at or after attainment of age fifty-five and five years of completed service and six months of service from the date of grant ("Retirement"), then the Participant shall become fully vested, as of November 30, 2021, in all of his or her Performance Shares that would have been been earned pursuant to Section 3(a)(iii), and vested pursuant to Section 3(b), had the Participant remained employed through November 30, 2021. (iii) Separation from Service by Reason of Death, Disability, or Retirement After the End of the Performance Cycle: Upon a Participant's Separation from Service after the end of the Performance Cycle (A) due to death or Disability, or (B) by the Participant by reason of Retirement, then the Participant shall be fully vested, as of the date of such Separation from Service, or if later, as of November 30, 2021, in all of his or her Performance Shares that had been earned pursuant to Section 3(a)(iii) but had not yet vested under Section 3(b) as of the date of such Separation from Service. (iv) Separation from Service, Whether Before or After the End of the Performance Cycle, Other than by Reason of Death, Disability, or Retirement: Upon a Participant's Separation from Service, whether before or after the end of the Performance Cycle, other than by reason of death, Disability or Retirement, then any and all of the Performance Shares that have not vested as the date of such Separation from Service shall be forfeited.View More
Separation from Service. (a) In General. Except as otherwise provided in this Section 4 or in Section 5 of this Agreement or in the Plan, all Performance Shares subject to this Award that have not become vested pursuant to Section 3(b) prior to the date of the Participant's Separation from Service shall be immediately forfeited upon such Separation from Service. (b) This Section 4(b) applies only in the event that (i) a Change of Control has not occurred prior to November 30, 2021, 2017, or (ii) a Change of Control has ...occurred prior to November 30, 2021, 2017, but the Participant's Separation from Service has not occurred within two years following the Change of Control:(i) Separation from Service by Reason of Death or Disability, Before the End of the Performance Cycle: Upon a Participant's Separation from Service before the end of the Performance Cycle due to death or Disability (as defined below), then the Participant shall become vested, as of November 30, 2021, 2017, in a prorated number of Performance Shares calculated by multiplying the number of Performance Shares that would have been both earned pursuant to Section 3(a)(iii), and vested pursuant to Section 3(b), had the Participant remained employed through November 30, 2021 2017 by a fraction, the numerator of which is the number of full calendar days that the Participant was actively employed during the Performance Cycle and the denominator of which is the total number of calendar days in the Performance Cycle. 3 (ii) Cycle.3(ii) Separation from Service by Reason of Retirement Before the End of the Performance Cycle: Upon a Participant's Separation from Service by the Participant at or after the earlier of (A) attainment of normal retirement eligibility under the generally applicable retirement plan of the Company, a Subsidiary or an Affiliate under which the Participant is covered in his or her home country; or (B) attainment of age fifty-five sixty and five years of completed service and six months of service from the date of grant ("Retirement"), then the Participant shall become fully vested, as of November 30, 2021, 2017, in all of his or her Performance Shares that would have been had been earned pursuant to Section 3(a)(iii), and 3(a)(iii) but had not yet vested pursuant to under Section 3(b), 3(b) had the Participant remained employed in employment through November 30, 2021. 2017. (iii) Separation from Service by Reason of Death, Disability, or Retirement After the End of the Performance Cycle: Upon a Participant's Separation from Service after the end of the Performance Cycle (A) due to death or Disability, or (B) by the Participant by reason of Retirement, then the Participant shall be fully vested, as of the date of such Separation from Service, or if later, as of November 30, 2021, 2017, in all of his or her Performance Shares that had been earned pursuant to Section 3(a)(iii) but had not yet vested under Section 3(b) as of the date of such Separation from Service. (iv) Separation from Service, Whether Before or After the End of the Performance Cycle, Other than by Reason of Death, Disability, or Retirement: Upon a Participant's Separation from Service, whether before or after the end of the Performance Cycle, other than by reason of death, Disability or Retirement, then any and all of the Performance Shares that have not vested as the date of such Separation from Service shall be forfeited. View More
Separation from Service. All references to "termination of employment" or forms and derivations thereof shall refer to events which constitute a "separation from service" as defined in Treasury Regulation §1.409A-1(h) and means the Executive's separation from service with the Company and all members of the controlled group, for any reason, including without limitation, quit, discharge, or retirement, or a leave of absence (including military leave, sick leave, or other bona fide leave of absence such as temporary employ...ment by the government if the period of such leave exceeds the greater of six months or the period for which the Executive's right to reemployment is provided either by statute or by contract). "Separation from service" also means the permanent decrease in the Executive's service for the Company and all controlled group members to a level that is no more than 20% of its prior level. For this purpose, whether a "separation from service" has occurred is determined based on whether it is reasonably anticipated that no further services will be performed by the Executive after a certain date or that the level of bona fide services the Executive will perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than 20% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services if the Executive has been providing services less than 36 months).View More
Separation from Service. All references to "termination of employment" or forms and derivations thereof shall refer to events which constitute a "separation from service" as defined in Treasury Regulation §1.409A-1(h) and means the Executive's separation from service with the Company and all members of the controlled group, for any reason, including without limitation, quit, discharge, or retirement, or a leave of absence (including military leave, sick leave, or other bona fide leave of absence such as temporary employ...ment by the government if the period of such leave exceeds the greater of six months or the period for which the Executive's right to reemployment is provided either by statute or by contract). "Separation from service" also means the permanent decrease in the Executive's service for the Company and all controlled group members to a level that is no more than 20% of its prior level. For this purpose, whether a "separation from service" has occurred is determined based on whether it is reasonably anticipated that no further services will be performed by the Executive after a certain date or that the level of bona fide services the Executive will perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than 20% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services if the Executive has been providing services less than 36 months). 10 20. Six-Month Delay. Notwithstanding anything to the contrary contained in this Agreement, and solely to the extent that any payment or benefit payable pursuant to this Agreement is not exempt from the requirements of Code Section 409A, if the Executive is a "key employee" (as defined under Code Section 416(i) without regard to paragraph (5) thereof) on the date of a separation from service, and the Company's stock is publicly traded on an established securities market or otherwise, any such non-exempt payments under this Agreement which would otherwise have been payable within the first six (6) months shall be paid in the seventh (7th) month following Executive's Termination Date. Notwithstanding the foregoing, payments delayed pursuant to this paragraph shall commence as soon as practicable following the date of death of the Executive prior to the end of the six (6) month period but in no event later than ninety (90) days following the date of death. View More
Separation from Service. The Executive's employment shall be terminated on July 15, 2016 (the "Termination Date"). Effective on the Termination Date, the Executive hereby resigns from any and all officer and director positions the Executive may have with the Company and its subsidiaries and affiliates. The Executive shall promptly execute any additional documentation the Company may request to reflect such resignations. (b) Transition Period. For the period from the Effective Date through the Termination Date (such peri...od, the "Transition Period"), the Executive shall continue as an employee of the Company and shall perform such duties and responsibilities as shall be reasonably requested by the Board of Directors or the Chief Executive Officer ("CEO") of the Company, including as necessary to effect a smooth and effective transition of the Executive's duties and responsibilities. During the Transition Period, the Executive shall remain subject to all applicable Company policies and procedures, including without limitation the Company's securities trading policies for officers and directors. 1 2. Compensation (a) Base Salary through Termination Date. The Executive shall be entitled to continue to receive the Executive's current annual base salary through the Termination Date, which shall be paid in accordance with the Company's normal payroll practices. (b) Employee Benefits. Until the Termination Date, the Executive shall continue to be entitled to participate as an active employee in those employee benefit plans and programs in which the Executive currently participates, subject to the terms and conditions of such plans. Effective as of the Termination Date, the Executive's active participation in such plans shall cease, and the Executive shall continue to have all rights to accrued and vested benefits under such plans in accordance with their terms. As a retiree, in accordance with the terms of the "Your WPX Energy Benefits upon Retirement" summary of benefits, the Executive will be eligible for an AIP award for 2016. The Executive's award will be based upon her current target of 60% of eligible earnings while she was an active employee and will be paid at the time the AIP awards, if any, are paid to all eligible employees in 2017.View More
Separation from Service. The Executive's employment shall be terminated on July 15, September 2, 2016 (the "Termination Date"). Effective on the Termination Date, the Executive hereby resigns from any and all officer and director positions the Executive may have with the Company and its subsidiaries and affiliates. The Executive shall promptly execute any additional documentation the Company may request to reflect such resignations. (b) Transition Period. For the period from the Effective Date through the Termination Da...te (such period, the "Transition Period"), the Executive shall continue as an employee of the Company and shall perform such duties and responsibilities as shall be reasonably requested by the Board of Directors or the Chief Executive Officer ("CEO") of the Company, including as necessary to effect a smooth and effective transition of the Executive's duties and responsibilities. During the Transition Period, the Executive shall remain subject to all applicable Company policies and procedures, including without limitation the Company's securities trading policies for officers and directors. 1 2. Compensation (a) Base Salary through Termination Date. The Executive shall be entitled to continue to receive the Executive's current annual base salary through the Termination Date, which shall be paid in accordance with the Company's normal payroll practices. (b) Employee Benefits. Until the Termination Date, the Executive shall continue to be entitled to participate as an active employee in those employee benefit plans and programs in which the Executive currently participates, subject to the terms and conditions of such plans. Effective as of the Termination Date, the Executive's active participation in such plans shall cease, and the Executive shall continue to have all rights to accrued and vested benefits under such plans in accordance with their terms. As a retiree, in accordance with the terms of the "Your WPX Energy Benefits upon Retirement" summary of benefits, the Executive will be eligible for an AIP award for 2016. The Executive's award will be based upon her current target of 60% of eligible earnings while she was an active employee and will be paid at the time the AIP awards, if any, are paid to all eligible employees in 2017.View More
