Termination of Employment Change in Control Contract Clauses (61)

Termination of Employment Change in Control. Voluntary or involuntary termination of your employment or occurrence of a Change in Control, shall affect your rights as set forth in the applicable Plan.4. Forfeiture of Restricted Stock Units. The balance of the RSUs that have not vested pursuant to paragraphs 2 or 3 will be automatically forfeited as of the date that your employment with the Company or a Subsidiary terminates for any reason.

Termination of Employment Change in Control. Voluntary or involuntary termination of your employment or occurrence of a Change in Control, shall affect your rights as follows:a. Termination Due to Death or Disability. If your employment is terminated due to death or disability, the RSUs that have not previously vested shall immediately vest at the target amount set forth in the Grant Letter.b. Termination Due to Retirement. If your employment is terminated due to Retirement, a pro-rata portion (determined in accordance with the Plan) of th...e RSUs that are not vested at the time of Retirement shall not be forfeited but shall remain outstanding and shall continue to be eligible for vesting in accordance with the terms applicable to such award. c. Involuntary Termination Other Than for Cause. If your employment is involuntarily terminated other than for Cause and the termination occurs at least twelve months following the award date of the RSUs, then a pro-rata portion (determined in accordance with the Plan) of the RSUs that are not vested at the time of such termination of employment shall not be forfeited but shall remain outstanding and shall continue to be eligible for vesting in accordance with the terms applicable to such award. d. Voluntary Termination or Termination for Cause. If you voluntarily terminate your employment or if your employment is terminated involuntarily for Cause, then you shall forfeit the RSUs that have not previously vested.e. Change in Control. If a Change in Control shall occur, then that portion of the RSUs corresponding to the Total Shareholder Return ("TSR") level for the Long Term Incentive Program under which the award of RSUs was made, measured as of the close of the trading day immediately prior to the effective date of the Change in Control, shall immediately vest. Alternatively, the Committee may cancel the RSUs and pay you in cash or stock the value of such RSUs that vest by operation of the previous sentence based upon the price per share to be received by other shareholders in the Change in Control. 4. Forfeiture of Restricted Stock Units. The balance of the RSUs that have not vested pursuant to paragraphs 2 or 3 will be automatically forfeited as of the date that your employment with the Company or a subsidiary terminates for any reason. View More

Termination of Employment Change in Control. (a) If the Recipient's employment is terminated (i) by the Company or an Affiliate of the Company without "Cause," (ii) by the Recipient for "Good Reason," (iii) due to the Recipient's "Retirement," or (iv) due to the Recipient's death or "Disability" (as such terms are defined in Exhibit A hereto) (such termination, a "Qualified Termination"), then the Shares shall become vested as of the date of the termination of the Recipient's employment on a pro rata basis, determined based on (x) the numb...er of days that have elapsed from the Grant Date through the date the Recipient ceases to be an employee of the Company or an Affiliate of the Company, compared to (y) the total number of days during the period commencing on the Grant Date and ending on the fourth anniversary of the Grant Date. Notwithstanding the foregoing, if the Recipient's Qualified Termination occurs within twelve (12) months after a "Change in Control" (as such term is defined in Exhibit A hereto) in which the Shares are assumed by the acquirer or surviving entity in the Change in Control transaction, then the Shares shall become fully vested as of the date of the termination of the Recipient's employment. 1 (b) If a Change in Control occurs prior to the fourth anniversary of the Grant Date and while the Recipient is an employee of the Company or an Affiliate of the Company, and the Shares are not assumed by the acquirer or surviving entity in the Change in Control transaction, then the Recipient's Unvested Shares shall become fully vested as of the date of the Change in Control. View More

Termination of Employment Change in Control. (a) Except as set forth in Sections 6(b), (c) and (d), if the Participant's employment terminates for any reason prior to the Vesting Date, the Award shall be cancelled and the Participant shall have no rights with respect to the Award. (b) If the Participant's employment is terminated by the Company without Cause or pursuant to the Participant's resignation for Good Reason on or prior to the last day of the Performance Period, then the Earned Performance Shares shall equal the number of Perform...ance Shares the Participant would have vested in if the Participant remained employed through the Vesting Date, as determined on the Vesting Date, prorated by multiplying that number of Earned Performance Shares by (1) the number of days during the Performance Period up to and including the date of termination and dividing by (2) the total number of scheduled days in the Performance Period without giving effect to this Section 6(b). Following the Vesting Date, the prorated Earned Performance Shares shall be settled in accordance with Section 5, and any remaining Target Performance Shares shall be forfeited in accordance with Section 6(a). (c) If the Participant's employment is terminated by the Company without Cause or pursuant to the Participant's resignation for any reason after the last day of the Performance Period, but prior to the Vesting Date, then the Participant shall be entitled to the Earned Performance Shares as determined on the Vesting Date. Following the Vesting Date, the Earned Performance Shares shall be settled in accordance with Section 5, and any remaining Target Performance Shares shall be forfeited in accordance with Section 6(a). (d) Change in Control. In the event the Participant's employment is terminated by the Company (or its acquiror) without Cause or pursuant to the Participant's resignation for Good Reason or on or within two years following a Change in Control, each Performance Period shall be deemed to have been completed, the date of termination shall become the Vesting Date, all unvested Target Shares shall be deemed to be Earned Performance Shares, and the Participant shall vest in that number of Earned Performance Shares as of the date of such termination (or, if later, Change in Control). In the event that the Earned Performance Shares become vested in accordance with this Section 6(d), such shares shall be settled in accordance with Section 5. View More

Termination of Employment Change in Control. (a)Death or Disability During the Performance Period. (i) If a Participant's employment is terminated due to death, the bonus will be earned and paid (to the estate of the Participant) on a pro rata basis. The pro rata period will be from the beginning of the Performance Period until the date of death. (ii) A Participant's disability of 30 calendar days or less will not have an impact on the Participant's eligibility to earn a bonus under the Plan. (iii) If a Participant's disability lasts more ...than 30 calendar days, then a bonus may be earned only for fiscal quarters in which the Participant works more than 60 calendar days and will be earned on a pro rata basis for days worked in the applicable fiscal quarters. (b)Voluntary Termination. If a Participant's employment is terminated due to a voluntary termination, excluding a retirement that meets the definition of retirement established by the Committee, no bonus will be earned by or paid to the Participant. In the case of qualifying retirement, the Administrator shall have the discretion, but not the obligation, to pay a pro rata bonus to such Participant for the Performance Period during which the Participant retired in accordance with Section 7. (c)Involuntary Termination. If a Participant's employment is terminated for cause (but excluding any other event otherwise described in this Section 6), no bonus will be earned by or paid to the Participant. For purposes of the Plan, a termination for "cause" means a material failure to perform such employee's duties and responsibilities to a satisfactory degree, any violation of laws or regulations or a material violation of Company policies and procedures. If a Participant's employment is terminated without cause, the Administrator shall have the discretion, but not the obligation, to approve a pro rata bonus for the applicable Participant for the Performance Period during which the Participant was terminated in accordance with Section 7. (d)Change in Control. If there is a Change in Control (as defined under the Company's 2013 Equity Incentive Plan, as amended, or any successor equity incentive plan) and a Participant is terminated by the Company (or any successor thereof, by merger, acquisition or otherwise) within six months of such Change in Control for any reason other than for intentional acts of material misconduct or omission in carrying out the duties and responsibilities of such Participant's position, such Participant shall earn a 5 cash bonus equal to the Target Bonus Percentage for the applicable Performance Period in which the Change in Control occurred multiplied by the greater of his or her actual base salary in effect on the date of (i) the employment termination and (ii) the Change in Control. Such payments shall be paid in cash to the Participant as soon as administratively possible, but not later than 30 days following such termination. (e)Section 409A. Notwithstanding anything in this Plan to the contrary, if it is determined that any payment hereunder constitutes "nonqualified deferred compensation" that would be paid upon "separation from service" of a "specified employee" (as such terms are defined in Section 409A of the Internal Revenue Code of 1986, as amended), then such payment that otherwise would have been paid within six months after the Participant's "separation from service" shall be accrued, without interest, and its payment delayed until the first day of the seventh month following the Participant's "separation from service," or if earlier, the Participant's death, at which point the accrued amount will be paid as a single, lump sum cash payment. (f) Timing of Payments. Except as set forth in Sections (6)(d) and (e) hereof, earned bonuses under this Section 6 will be paid to Participants at the same time as bonuses are made to other Participants under the Plan for the applicable Performance Period. View More

Termination of Employment Change in Control. Voluntary or involuntary termination of your employment shall affect your rights as set forth in the applicable Plan. If a Change in Control occurs during the Performance Period, then the Performance Period will end as of the close of the trading day immediately preceding the effective date of the Change in Control, and the Committee will determine the level of performance achieved during the Performance Period. Any RSUs that are earned for the Performance Period that have not been previously fo...rfeited shall immediately vest. The Committee may cancel the RSUs and pay you in cash or stock the value of such RSUs that vest by operation of the previous sentence based upon the price per share to be received by other shareholders in the Change in Control.4. Forfeiture of Restricted Stock Units. The balance of the RSUs that have not vested pursuant to paragraphs 2 or 3 will be automatically forfeited as of the date that your employment with the Company or a Subsidiary terminates for any reason. View More

Termination of Employment Change in Control. Except as otherwise expressly provided in this Section 4 or as determined by the Administrator, all rights of the Participant under the Plan with respect to the unvested portion of the RSU shall terminate upon termination of the employment of the Participant with the Corporation or a Related Corporation. RSUs that have not vested as of the Participant's termination shall be forfeited by the Participant to the Corporation without payment of any consideration by the Corporation, and neither the Pa...rticipant, nor any successor, heir, assign or personal representative of the Participant, shall have any further right to or interest in the RSUs. Notwithstanding the foregoing: (a) If the employment of the Participant is terminated because of death or Disability, the RSUs shall immediately vest. 1 (b) If the employment of the Participant terminates because of Retirement the RSUs shall immediately vest. For this purpose, Retirement means the Participant's voluntary termination of employment on or after attaining age 55 and completing 10 years of employment with the Corporation or a Related Corporation. (c) Upon a Change in Control, the provisions of Section 19 of the Plan will apply. View More

Termination of Employment Change in Control. If Employee's employment terminates for any reason prior to the completion of the Performance Period relating to the Value Management Award (other than termination due to death or Disability pursuant to Section 10 of the Plan), no Value Management Award shall be payable to Employee. Notwithstanding anything herein to the contrary, upon a Change in Control, the Value Management Award shall be subject to Section 10 of the Plan.7. Withholding of Tax Upon Payment of Stock or Cash. Any obligation of ...the Company to pay and transfer to Employee cash or Stock pursuant to Section C.5 shall be subject to the satisfaction of all applicable federal, state and local income and employment tax withholding requirements as determined by the Company, and in connection therewith the Company is hereby authorized to withhold from any cash or Stock remuneration then or thereafter payable to Employee any tax required to be withheld by reason of such resulting compensation income. D. Miscellaneous.1. Employment Relationship. For purposes of this Agreement, Employee shall be considered to be in the employment of the Company as long as Employee remains an employee of either the Company, a parent or subsidiary corporation (as defined in section 428 of the Code) of the Company, or a corporation or a parent or subsidiary of such corporation. Any question as to whether and when there has been a termination of such employment, and the cause of any such termination, shall be determined by the Committee in its sole discretion, and such determination shall be final. View More