Termination of Continuous Service Contract Clauses (175)

Termination of Continuous Service. 3.1 Termination for Reasons Other Than Cause, Death, Disability. If the Participant's Continuous Service is terminated for any reason other than Cause, death or Disability, the Participant may exercise the vested portion of the Option, but only within such period of time ending on the earlier of (a) the date three months following the termination of the Participant's Continuous Service or (b) the Expiration Date. 3.2 Termination for Cause. If the Participant's Continuous Service is terminated fo...r Cause, the Option (whether vested or unvested) shall immediately terminate and cease to be exercisable. 1 3.3 Termination due to Disability. If the Participant's Continuous Service terminates as a result of the Participant's Disability, the Participant may exercise the vested portion of the Option, but only within such period of time ending on the earlier of (a) the date 12 months following the Participant's termination of Continuous Service or (b) the Expiration Date. 3.4 Termination due to Death. If the Participant's Continuous Service terminates as a result of the Participant's death, or the Participant dies within a period following termination of the Participant's Continuous Service during which the vested portion of the Option remains exercisable, the vested portion of the Option may be exercised by the Participant's estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by the person designated to exercise the Option upon the Participant's death, but only within the time period ending on the earlier of (a) the date 12 months following the Participant's death or (b) the Expiration Date. 3.5 Extension of Termination Date. If following the Participant's termination of Continuous Service for any reason the exercise of the Option is prohibited because the exercise of the Option would violate the registration requirements under the Securities Act or any other state or federal securities law or the rules of any securities exchange or interdealer quotation system, then the expiration of the Option shall be tolled until the date that is thirty (30) days after the end of the period during which the exercise of the Option would be in violation of such registration or other securities requirements. View More

Termination of Continuous Service. 4.1. Except as otherwise expressly provided in this Agreement, if the Grantee's Continuous Service terminates for any reason at any time before all of his or her PSUs have vested, the Grantee's unvested PSUs shall be automatically forfeited upon such termination of Continuous Service and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement. 3 4.2. Notwithstanding Section 4.1: (a) If the Grantee's Continuous Service terminates during the Per...formance Period as a result of the Grantee's death or Disability, all of the outstanding PSUs will vest in accordance with Section 3 as if the Grantee's Continuous Service had not been terminated, and further provided that the amount to be paid shall be determined in the manner set forth in Section 2, as if the Grantee's Continuous Service had not terminated; and (b) If the Grantee's Continuous Service terminates before the end of the Performance Period as a result of Retirement, termination by the Company without Cause, or termination by the Grantee for Good Reason, a pro rata portion of the outstanding PSUs shall vest in proportion to the number of months, including any partial month, elapsed in the Performance Period, and further provided that the amount to be paid shall be determined in the manner set forth in Section 2. 4.3. "Good Reason" means the definition of "Good Reason" set forth in the Grantee's employment agreement, or in the absence thereof, "Good Reason" means: (a) a material reduction in the Grantee's rate of base salary; or (b) the Company changes by fifty (50) miles or more the principal location in which the Grantee is required to perform services; or (c) the Company terminates, materially amends or materially restricts the Grantee's participation in, any equity, bonus or equity-based compensation plans or qualified or supplemental retirement plans so that, when considered in the aggregate with any substitute plan or plans, the plans in which the Grantee is participating materially fail to provide him or her with a level of benefits provided in the aggregate by such plans prior to such termination or amendment; or (d) the Company materially breaches the provisions of this Agreement. A termination of the Grantee's employment shall not be deemed to be for Good Reason unless (i) the Grantee gives notice to the Company of the existence of the event or condition constituting Good Reason within thirty (30) days after such event or condition initially occurs or exists, (ii) the Company fails to cure such event or condition within thirty (30) days after receiving such notice, and (iii) the Grantee's termination occurs not later than ninety (90) days after such event or condition initially occurs or exists, in each case without the Grantee's written consent. View More

Termination of Continuous Service. 3.1 Termination for Reasons Other Than for Death, Disability or After Satisfying Service Requirements; Engaging in Detrimental Activity. 3.2 Termination due to Death or Disability. 3.3 Termination after Satisfying Service Requirements.

Termination of Continuous Service. Subject to Section 6(b), or as may otherwise be determined by the Board in its discretion, all unvested Performance-Based Restricted Stock Units shall be forfeited upon termination of the Participant's Continuous Service for any reason.

Termination of Continuous Service. 3.1Termination for Reasons Other Than Cause, Death, Disability. 3.2Termination for Cause. 3.4Termination Due to Death.

Termination of Continuous Service. Subject to any more favorable (to the Participant) terms of any executive severance and arbitration agreement or any other change in control agreement between Participant and the Company and/or its subsidiaries, in the event that Participant's Continuous Service is terminated for any reason, including death or Disability, and Participant has not yet vested in all or part of the Restricted Stock Units pursuant to the Notice and Section 5, then the Restricted Stock Units, to the extent not vested ...as of Participant's termination date, shall be forfeited immediately upon such termination, and Participant shall have no further rights with respect to the Restricted Stock Units that have not yet vested. In jurisdictions requiring notice in advance of an effective termination of Continuous Service, Participant shall be deemed terminated upon the actual cessation of providing services to the Company notwithstanding any required notice period that must be fulfilled before a termination of the Continuous Service can be effective under applicable laws. Participant expressly acknowledges and agrees that, subject to any more favorable (to the Participant) terms of any executive severance and arbitration agreement or any other change in control agreement between Participant and the Company and/or its subsidiaries, the termination of Continuous Service shall result in forfeiture of the Restricted Stock Units to the extent the Restricted Stock Units have not vested as of the date of termination.7. Payment of Par Value. As a condition to the delivery to Participant of the shares of Stock subject to the Restricted Stock Units after such units have vested, Participant authorizes the Company to deduct from compensation due to Participant from the Company or Participant's employer, if different (the "Employer"), an amount equal to the par value of the shares of Stock to be issued hereunder. Such withholding shall be deducted from Participant's compensation payable on the Company's or the Employer's regularly scheduled payroll date immediately prior to each vesting date of the Restricted Stock Units, as set forth in the Notice and in this Agreement, unless otherwise determined by the Committee. As of the date of this Agreement, the par value for one share of the Company's common stock is $0.001. View More

Termination of Continuous Service. (a) Except as may be provided in your Employment Agreement and subject to Section 1 hereof, in the event your Continuous Service terminates for reasons other than your death or Disability (as that term is defined in your Employment Agreement or the Plan, as applicable), you will be credited with the vesting that has accrued under your Award as of the date of your termination of Continuous Service. Except as may be provided in your Employment Agreement and subject to Section 1 hereof, you will ac...crue no additional vesting of your Award following your termination of Continuous Service. To the extent your Award is not vested on the date of your termination, it shall automatically lapse on such date. (b) In the event your Continuous Service terminates due to your death, the Award automatically shall become vested in full as of the date of your death and your rights under the Award shall pass by will or the laws of descent and distribution; provided, however, that you may designate a beneficiary to receive the shares of Common Stock underlying vested Units as set forth in Section 6 hereof. (c) In the event your Continuous Service terminates due to your Disability (as that term is defined in your Employment Agreement or the Plan, as applicable), the Award automatically shall become vested in full as of the date of your termination of Continuous Service. 2 8. Restrictive Legends. The shares of Common Stock issued in respect of your vested Units shall be endorsed with appropriate legends determined by the Company as applicable. View More

Termination of Continuous Service. 5.1 Except as otherwise expressly provided in this Agreement, if the Participant's continuous service with the Company terminates for any reason at any time before the PSU Vesting Date the Participant's unvested PSUs shall be automatically forfeited upon such termination and neither the Company nor any affiliate shall have any further obligations to the Participant under this Agreement. 5.2 Notwithstanding Section 5.1, if the Participant's continuous service terminates during the Performance Per...iod as a result of the Participant's death or Disability, the Participant will vest on the PSU Vesting Date based on the actual Performance Goals achieved as of the PSU Vesting Date as determined in accordance with Exhibit A multiplied by a fraction, the numerator of which equals the number of days between the Grant Date and the date of the Participant's death or Disability and the denominator of which equals the total number of days in the Performance Period and such shares shall be delivered as set forth in Section 4. View More

Termination of Continuous Service. Subject to the terms of any employment agreement between you and the Company (and/or any Affiliate) that is in effect when your Continuous Service terminates, this Award shall be canceled and become automatically null and void immediately after termination of your Continuous Service for any reason, but only to the extent you have not become vested, pursuant to the terms of Section 1 above, on or before your Continuous Service ends.

Termination of Continuous Service. Except as may be provided in your Employment Agreement, if any, and subject to Section 1 hereof, in the event your Continuous Service terminates all Unvested Shares subject to your Award shall immediately be cancelled and reacquired for no consideration. Except as may be provided in your Employment Agreement, if any, and subject to Section 1 hereof, you will accrue no additional vesting of your Award following your termination of Continuous Service.