Termination of Employment or Services Contract Clauses (189)

Termination of Employment or Services. Unless otherwise provided in the Notice, if you cease to be an Eligible Individual for any reason, all RSUs that are not then vested and nonforfeitable will be forfeited to the Company immediately and automatically upon such cessation without payment of any consideration therefor and you will have no further right, title or interest in or to such RSUs or the underlying shares of Common Stock.

Termination of Employment or Services. If the Participant's employment with, membership on the board of directors of, or engagement to provide services to the Company or any of its Affiliates terminates for any reason, all unvested RSUs shall be canceled immediately and the Participant shall not be entitled to receive any payments with respect thereto.

Termination of Employment or Services. Upon the termination of the Executive's employment or other service with the Company and its subsidiaries for any reason other than due to death or Disability or termination in accordance with Section 13(b)(i) of the Plan, the Executive's right to receive Shares covered by this Award Agreement, to the extent not previously vested or terminated, will thereupon terminate and be canceled.

Termination of Employment or Services. (a) Except as otherwise provided herein if the Participant's employment or service with the Company and its Affiliates terminates for any reason other than as set forth in Section 3(b) hereof, the unvested portion of the Option shall be cancelled immediately, and the Participant shall immediately forfeit any rights to the Option Shares subject to such unvested portion. (b) Notwithstanding Section 3(a), if the Participant's employment with the Company and its Affiliates is terminated by the Compa...ny or its Affiliates without Cause (other than for death or disability) or by the Participant for Good Reason (collectively a "Qualifying Termination"), then the Participant shall vest in the Pro Rata Amount of Options (less any portion of the Options which previously vested. "Pro Rata Amount" shall means the number of Options multiplied by a fraction (which shall not be greater than one (1) with (i) the numerator equal to the number of days the Participant is employed by the Company or an Affiliate commencing on the Grant Date through the date of termination and (ii) the denominator equal to 1096. Cause and Good Reason shall have the meaning set forth in the Participant's employment agreement with vTv Therapeutics LLC dated October 19, 2021. (c) In the event of a Qualifying Termination on or within 12 months following a Change in Control, then all Options held by such Participant that are outstanding shall become immediately exercisable with respect to 100% of the shares subject to such Options. View More

Termination of Employment or Services. (a) In the event of the Participant's termination of employment or service relationship, whether as an employee, officer, director or consultant, by either the Company or its affiliates (including Subsidiaries) without Cause, or by the Participant, any portion of the Options that has not vested as of the date of such termination of employment or service relationship shall immediately expire, and the vested Options shall expire within 90 days after such termination of employment or service relati...onship. In the event of the Participant's termination of employment or service relationship by reason of the Participant's death or Disability, the vested Options shall expire within 180 days after such termination of employment or service relationship. (b) In the event of the Participant's termination of employment or service relationship, whether as an employee, officer, director or consultant, by the Company or its affiliates (including Subsidiaries) for Cause, any portion of the Options that are outstanding as of the date of such termination of employment or service relationship shall immediately be forfeited. View More

Termination of Employment or Services. Except as otherwise provided in an employment agreement (or similar agreement) between Participant and the Corporation or any of its Subsidiaries in effect on the Date of Grant, or under Sections 2(b), 2(c) or 2(d) above, if Participant's employment or service with the Corporation or any Subsidiary, as applicable, terminates for any reason, then the unvested portion of the PSUs shall be cancelled immediately and Participant shall immediately forfeit any rights to the PSUs subject to such unveste...d portion. Any unvested PSUs that remain after the earlier of the Settlement Date applicable to the third Annual Performance Period or the Qualifying Termination Settlement Date, shall be cancelled immediately and Participant shall immediately forfeit any rights to the PSUs subject to such unvested portion. View More

Termination of Employment or Services. (a) Except as described below, if the Participant ceases to be employed by, or provide services to, the Company and its Affiliates before December 31, 2020, the Performance Units and all Distribution Equivalents credited under this Grant Letter will be forfeited. (b) If the Participant terminates employment or service with the Company and its Affiliates on account of Retirement (as defined below), Disability (as defined in the Plan) or death, the Participant will earn a pro-rata portion of the P...articipant's outstanding Performance Units and Distribution Equivalents, if the Performance Goals and the requirements of this Grant Letter are met. The prorated portion will be determined as the amount that would otherwise be paid after December 31, 2020, based on achievement of the Performance Goals for the applicable Performance Period, multiplied by a fraction, the numerator of which is the number of calendar years from January 1, 2018 through December 31, 2020 in which the Participant has been employed by, or provided service to, the Company or its Affiliates and the denominator of which is three. For purposes of the proration calculation, the calendar year in which the Participant's termination of employment or service on account of Retirement, Disability, or death occurs will be counted as a full year. (c) In the event of termination of employment or service with the Company and its Affiliates on account of Retirement, Disability or death, the prorated amount shall be paid between January 1, 2021 and March 15, 2021 pursuant to Section 7, except as provided in Section 9.6CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. SUCH OMITTED PORTIONS, WHICH ARE MARKED WITH BRACKETS [ ] AND AN ASTERISK *, HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.7. Payment with Respect to Performance Units. If the Committee determines that the conditions to payment of the Performance Units have been met, the Company shall pay to the Participant (i) Common Units equal to the number of Performance Units to be paid according to achievement of the Performance Goals, up to the Target Award, provided that the Company may withhold Common Units to cover required tax withholding in an amount equal to the minimum statutory tax withholding requirement in respect of the Performance Units earned up to the Target Award, and (ii) cash in an amount equal to the Fair Market Value (as defined in the Plan) of the number of Common Units equal to the Performance Units to be paid in excess of the Target Award, subject to applicable tax withholding. Payment shall be made between January 1, 2021 and March 15, 2021, except as provided in Section 9. View More

Termination of Employment or Services. Upon the termination of the Participant's employment or other service with the Company and its subsidiaries, any unvested RSUs then covered by this Agreement shall be canceled and the Participant shall have no further rights with respect thereto.