Termination of Continuous Service Clause Example with 6 Variations from Business Contracts
This page contains Termination of Continuous Service clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "Termination of Continuous Service" Clause from Business Contracts
Termination of Continuous Service. 4.1. 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 any part of his or her PSUs have the Target Award has vested, the Grantee's unvested PSUs Target Award 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. 4.2 Notwithstanding Section 4.1: (a) If 4.1, if... the Grantee's Continuous Service terminates during before the Performance Period Target Award has vested as a result of the Grantee's death death, Disability or Disability, all of Retirement, the outstanding PSUs will Target Award shall 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 terminated. Notwithstanding Section 2, as 4.1, 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 Target Award has vested 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 unvested Target Award 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. Restricted Period divided by 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. 4 5. Effect of a Change in Control. If there is a Change in Control during the Performance Period, the Target Award shall be earned and vested at Target levels on the effective date of the Change in Control and the amount of the Target Award shall be paid no later than sixty (60) days following the effective date of the Change in Control. If there is a Change in Control during the Restricted Period, all unvested Restricted Shares shall vest on the effective date of the Change in Control. View More
Termination of Continuous Service. 4.1. 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 any part of his or her PSUs have the Target Award has vested, the Grantee's unvested PSUs Target Award 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. 4.2 Notwithstanding Section 4.1: (a) If 4.1, if... the Grantee's Continuous Service terminates during before the Performance Period Target Award has vested as a result of the Grantee's death or Disability, all of the outstanding PSUs will Target Award shall 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 terminated. Notwithstanding Section 2, as 4.1, 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 Target Award has vested 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 unvested Target Award 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. Restricted Period divided by 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. 4 5. Effect of a Change in Control. If there is a Change in Control during the Performance Period, the Target Award shall be earned and vested at Target levels on the effective date of the Change in Control and the amount of the Target Award shall be paid no later than sixty (60) days following the effective date of the Change in Control. If there is a Change in Control during the Restricted Period, all unvested Restricted Shares shall vest on the effective date of the Change in Control. 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 any part of his the Target or her PSUs have Actual Award has vested, the Grantee's unvested PSUs Target or Actual Award 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) I...f the Grantee's Continuous Service terminates during before the Performance Period Target Award has vested as a result of the Grantee's death death, Disability or Disability, all of Retirement, the outstanding PSUs will Target Award shall vest in accordance with Section 3 as if the Grantee's Continuous Service had not been terminated, terminated. The Cash Payment and further provided Common Shares that would have constituted Restricted Shares but for vesting in accordance with this Section 4.2(a) comprising the amount to Actual Award shall be paid shall to the Grantee or Grantee's estate or beneficiary(ies) as the case may be determined in the manner set forth in accordance with Section 2, as if the Grantee's Continuous Service had not terminated; and 1; (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 unvested Target Award 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 Period. The Actual Award shall be determined on February 24, 2015, and the Cash Payment and the Common Shares comprising the Actual Award shall be paid in accordance with Section 1, subject to consideration of Section 409A (any Cash Payment and Common Shares issued are intended to comply with Section 409A); and (c) If following the date upon which the Compensation Committee certified results (February 24, 2015) the Grantee's Continuous Service terminates before the Restricted Shares comprising the Actual Award have vested as a result of termination by the Company without Cause, or termination by the Grantee for Good Reason, all unvested Restricted Shares shall vest on the effective date of the Grantee's separation from service and be paid to the Grantee in the manner set forth in form of Common Shares within sixty (60) days following the effective date of the Grantee's termination, subject to consideration of Section 2. 409A (any vesting of Common Shares is intended to comply with Section 409A). 4 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. 4.1. (a) Except as otherwise expressly provided in this Agreement, if the Grantee's Continuous Service terminates for any reason at any time before all any part of his the Target or her PSUs have Actual Award has vested, the Grantee's unvested PSUs Target or Actual Award shall be automatically forfeited upon such termination of Continuous Service Service, and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement. 3 4.2. (b) Notwithstanding S...ection 4.1: (a) 4(a): (i) If the Grantee's Continuous Service terminates during before the Performance Period Target Award has vested as a result of the Grantee's death or Disability, all of the outstanding PSUs will Target Award shall vest in accordance with Section 3 as if the Grantee's Continuous Service had not been terminated, terminated. The Cash Payment and further provided Common Shares that would have constituted Restricted Shares but for vesting in accordance with this Section 4(b)(i) comprising the amount to Actual Award shall be paid shall to the Grantee or Grantee's estate or beneficiary(ies) as the case may be determined in the manner set forth in accordance with Section 2, as if the Grantee's Continuous Service had not terminated; and (b) 1; (ii) 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 unvested Target Award 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 Period. The Actual Award shall be determined on the Certification Date, and the Cash Payment and the Common Shares comprising the Actual Award shall be paid in accordance with Section 1, subject to consideration of Section 409A (any Cash Payment and Common Shares issued are intended to comply with Section 409A); and (iii) If following the Certification Date, the Grantee's Continuous Service terminates before the Restricted Shares comprising the Actual Award have vested as a result of Retirement, termination by the Company without Cause, or termination by the Grantee for Good Reason, all unvested Restricted Shares shall vest on the effective date of the Grantee's separation from service and be paid to the Grantee in the manner set forth in form of Common 4 Shares within sixty (60) days following the effective date of the Grantee's termination, subject to consideration of Section 2. 4.3. 409A (any vesting of Common Shares is intended to comply with Section 409A). (c) "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) (i) a material reduction in the Grantee's rate of base salary; or (b) (ii) the Company changes by fifty (50) miles or more the principal location in which the Grantee is required to perform services; or (c) (iii) 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) (iv) 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. 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 any part of his the Target or her PSUs have Actual Award has vested, the Grantee's unvested PSUs Target or Actual Award 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) I...f the Grantee's Continuous Service terminates during before the Performance Period Target Award has vested as a result of the Grantee's death or Disability, all of the outstanding PSUs will Target Award shall vest in accordance with Section 3 as if the Grantee's Continuous Service had not been terminated, terminated. The Cash Payment and further provided Common Shares that would have constituted Restricted Shares but for vesting in accordance with this Section 4.2(a) comprising the amount to Actual Award shall be paid shall to the Grantee or Grantee's estate or beneficiary(ies) as the case may be determined in the manner set forth in accordance with Section 2, as if the Grantee's Continuous Service had not terminated; and 1; (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 unvested Target Award 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 Period. The Actual Award shall be determined on the date of performance certification, and the Cash Payment and the Common Shares comprising the Actual Award shall be paid in accordance with Section 1, subject to consideration of Section 409A (any Cash Payment and Common Shares issued are intended to comply with Section 409A); and (c) If following the date upon which the Compensation Committee certifies results, the Grantee's Continuous Service terminates before the Restricted Shares comprising the Actual Award have vested as a result of termination by the 4 Company without Cause, or termination by the Grantee for Good Reason, all unvested Restricted Shares shall vest on the effective date of the Grantee's separation from service and be paid to the Grantee in the manner set forth in form of Common Shares within sixty (60) days following the effective date of the Grantee's termination, subject to consideration of Section 2. 409A (any vesting of Common Shares is intended to comply with Section 409A). 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. 4.1. (a) Except as otherwise expressly provided in this Agreement, if the Grantee's Continuous Service terminates for any reason at any time before all any part of his the Target or her PSUs have Actual Award has vested, the Grantee's unvested PSUs Target or Actual Award shall be automatically forfeited upon such termination of Continuous Service Service, and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement. 3 4.2. "Continuous Service" ...means that the Grantee's service with the Company as an Employee is not terminated. (b) Notwithstanding Section 4.1: (a) 4(a): (i) If the Grantee's Continuous Service terminates during before the Performance Period Target Award has vested as a result of the Grantee's death or Disability, all of the outstanding PSUs will Target Award shall vest in accordance with Section 3 as if the Grantee's Continuous Service had not been terminated, and further provided that terminated. The Cash Payment comprising the amount to Actual Award shall be paid shall to the Grantee or Grantee's estate or beneficiary(ies) as the case may be determined in the manner set forth in accordance with Section 2, as if the Grantee's Continuous Service had not terminated; 1; and (b) (ii) 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 unvested Target Award 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 Period. The Actual Award shall be determined on the Certification Date, and the Cash Payment comprising the Actual Award shall be paid in the manner set forth in accordance with Section 2. 4.3. 1, subject to consideration of Section 409A (any Cash Payment issued is intended to comply with Section 409A). 4 (c) "Good Reason" means the definition of "Good Reason" set forth in the Grantee's employment agreement, change in control and severance agreement or similar agreement, or in the absence thereof, "Good Reason" means: (a) (i) a material reduction in the Grantee's rate of base salary; or (b) (ii) the Company changes by fifty (50) miles or more the principal location in which the Grantee is required to perform services; or (c) (iii) 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) (iv) 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
