Termination of Employment or Service with the Company. (a) Termination by the Company for Cause. If the Participant's employment or service with the Company or an Affiliate terminates for Cause, then all outstanding SEA RSUs shall immediately terminate on the date of termination of employment or service. (b) Death or Disability or Termination by the Company Without Cause. If the Participant's employment or service with the Company or an Affiliate terminates due to the Participant's death or if the Participant's employment or service is terminated by
... the Company or an Affiliate without Cause or due to the Participant's Disability, then the Participant shall be deemed to have vested on the date of termination in a number of SEA RSUs equal to the product of (i) the Target Amount of SEA RSUs multiplied by (ii) a fraction, the numerator of which is the number of days elapsed during the period commencing on the Date of Grant through and including the date of termination, and the denominator of which is 1,095, rounded down to the nearest whole SEA, and the remaining unvested portion of the SEA RSUs shall terminate on the date of termination of employment or service. The vested SEA RSUs shall be settled as soon as practicable after the date of the Participant's termination of employment or service, but in no event later than March 15 of the year following the calendar year in which the Participant's termination date occurs. (c) Other Termination. If the Participant's employment or service with the Company or an Affiliate terminates for any reason other than as otherwise described in the foregoing provisions of this Section 3 (whether due to voluntary termination, Retirement, or otherwise) then all outstanding SEA RSUs shall immediately terminate on the date of termination of employment or service. 2 4. Dividends and Voting Rights. The Participant shall not be deemed for any purpose to be the owner of any Shares subject to the SEA RSUs and shall not have any rights of a shareholder with respect to the SEA RSUs, including, but not limited to, voting or dividend rights, until delivery of the applicable Shares underlying the SEA RSUs on the Settlement Date. The Company shall not be required to set aside any fund for the payment of the SEA RSUs. Further, the SEA RSUs subject to this grant shall not be credited with Dividend Equivalents.
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Termination of Employment or Service with the Company. (a)
Termination by the Company for Cause. If the Participant's employment or service with the Company or an Affiliate terminates for Cause, then all outstanding SEA RSUs shall immediately terminate on the date of termination of employment or service. (b) Death or Disability or Termination by the Company Without Cause. If the Participant's employment or service with the Company or an Affiliate terminates due to the Participant's death or if the Participant's employment or service is terminated by... the Company or an Affiliate without Cause or due to the Participant's Disability, then the Participant shall be deemed to have vested on the date of termination in a number of SEA RSUs equal to the product of (i) the Target Amount of SEA RSUs multiplied by (ii) a fraction, the numerator of which is the number of days elapsed during the period commencing on the Date of Grant through and including the date of termination, and the denominator of which is 1,095, rounded down to the nearest whole SEA, and the remaining unvested portion of the SEA RSUs shall terminate on the date of termination of employment or service. The vested SEA RSUs shall be settled as soon as practicable after the date of the Participant's termination of employment or service, but in no event later than March 15 of the year following the calendar year in which the Participant's termination date occurs. (c) Other All Termination. If the Participant's employment or service with the Company or an Affiliate terminates for any reason other than as otherwise described in the foregoing provisions of this Section 3 (whether whether due to Cause, death, disability, voluntary termination, Retirement, termination by the Company without Cause or otherwise) otherwise, then all outstanding SEA ERA RSUs and ERA Cash shall immediately terminate on the date of termination of employment or service. 2 4. Dividends (b) Released ERA RSUs. Following Participant's termination of employment or service with the Company or an Affiliate for any reason, the Participant (or the Participant's beneficiary, if applicable) must provide for all Shares underlying released ERA RSUs (including those issued under this Agreement as well as Shares underlying released ERA RSUs issued under any other similar agreement, whether on account of termination or previously released in connection with the vesting terms of such similar agreement) to be liquidated or transferred to a third party broker no later than six months following the later of (i) the Participant's date of termination or (ii) the latest Settlement Date or other applicable vesting or settlement date (whether under this Agreement or a similar agreement) occurring following the Participant's termination. If the Participant (or the Participant's beneficiary, as applicable) fails to liquidate or transfer the Shares prior to the end of the applicable six month period, the Company is hereby authorized and Voting Rights. directed by the Participant either, in the Company's discretion: (i) to sell any such remaining Shares on the Participant's (or the Participant's beneficiary's) behalf on the first trading date following the end of such period on which the Company is not prohibited from selling such Shares; or (ii) to transfer such Shares to the Company's stock transfer agent for registration in the Participant's (or the Participant's beneficiary's) name. The Company will not be responsible for any gain or loss or taxes incurred with respect to the Shares underlying the released ERA RSUs in connection with such liquidation or transfer.4. Share Ownership. The Participant shall not be deemed for any purpose to be the owner of any Shares subject to the SEA ERA RSUs and shall not have any rights of a shareholder with respect to the SEA ERA RSUs, including, but not limited to, voting or dividend rights, until delivery of the applicable Shares underlying the SEA ERA RSUs on the Settlement Date. The Company shall not be required to set aside any fund for the payment of the SEA ERA RSUs. Further, the SEA RSUs subject to this grant shall not be credited with Dividend Equivalents.
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Termination of Employment or Service with the Company. (a) Termination by the Company for Cause. If the Participant's employment or service with the Company or an Affiliate terminates for Cause, then all outstanding
SEA PBS RSUs shall immediately terminate on the date of termination of employment or service. (b) Death or
Disability or Termination by the Company Without Cause. Disability. If the Participant's employment or service with the Company
or an Affiliate terminates due to the Participant's death or
if the Participant's employment or service ...is terminated by the Company or an Affiliate without Cause or due to the Participant's Disability, then the Participant shall be deemed to have vested on the date of termination in a number of SEA RSUs equal to the product of (i) the Target Amount of SEA RSUs multiplied by (ii) a fraction, the numerator of which is the number of days elapsed during the period commencing on the Date of Grant through and including the date of termination, and the denominator of which is 1,095, rounded down to the nearest whole SEA, and the remaining unvested portion of the SEA RSUs shall terminate on the date of termination of employment or service. PBS RSUs. The vested SEA PBS RSUs (and any associated dividend equivalents) shall be settled as soon as practicable after the date of the Participant's termination of employment or service, but in no event later than March 15 of the year following the calendar year in which the Participant's termination date occurs. (c) Other Termination. If the Participant's employment or service with the Company or an Affiliate terminates for any reason other than as otherwise described in the foregoing provisions of this Section 3 (whether due to voluntary termination, Retirement, termination by the Company without Cause, or otherwise) otherwise), then all outstanding SEA PBS RSUs shall immediately terminate on the date of termination of employment or service. 2 4. Dividends (d) Released PBS RSUs. Following Participant's termination of employment or service with the Company or an Affiliate for any reason, the Participant (or the Participant's beneficiary, if applicable) must provide for all Shares underlying released PBS RSUs (including those issued under this Agreement as well as Shares underlying released PBS RSUs issued under any other similar agreement, whether on account of termination or previously released in connection with the vesting terms of such similar agreement) to be liquidated or transferred to a third party broker no later than six months following the later of (i) the Participant's date of termination or (ii) the latest Settlement Date or other applicable vesting or settlement date (whether under this Agreement or a similar agreement) occurring following the Participant's termination. If the Participant (or the Participant's beneficiary, as applicable) fails to liquidate or transfer the Shares prior to the end of the applicable six month period, the Company is hereby authorized and Voting Rights. directed by the Participant either, in the Company's discretion: (i) to sell any such remaining Shares on the Participant's (or the Participant's beneficiary's) behalf on the first trading date following the end of such period on which the Company is not prohibited from 3 selling such Shares; or (ii) to transfer such Shares to the Company's stock transfer agent for registration in the Participant's (or the Participant's beneficiary's) name. The Company will not be responsible for any gain or loss or taxes incurred with respect to the Shares underlying the released PBS RSUs in connection with such liquidation or transfer.4. Share Ownership. The Participant shall not be deemed for any purpose to be the owner of any Shares subject to the SEA PBS RSUs and shall not have any rights of a shareholder with respect to the SEA PBS RSUs, including, but not limited to, voting or dividend rights, until delivery of the applicable Shares underlying the SEA PBS RSUs on the Settlement Date. The Company shall not be required to set aside any fund for the payment of the SEA PBS RSUs. Further, the SEA RSUs subject to this grant shall not be credited with Dividend Equivalents.
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Termination of Employment or Service with the Company. (a) Termination by the Company for Cause. If the Participant's employment or service with the Company or an Affiliate terminates for Cause, then all outstanding
SEA PBS RSUs shall immediately terminate on the date of termination of employment or service. (b) Death or
Disability or Termination by the Company Without Cause. Disability. If the Participant's employment or service with the Company
or an Affiliate terminates due to the Participant's death or
if the Participant's employment or service ...is terminated by the Company or an Affiliate without Cause or due to the Participant's Disability, then the Participant shall be deemed to have vested on the date of termination in a number of SEA RSUs equal to the product of (i) the Target Amount of SEA RSUs multiplied by (ii) a fraction, the numerator of which is the number of days elapsed during the period commencing on the Date of Grant through and including the date of termination, and the denominator of which is 1,095, rounded down to the nearest whole SEA, and the remaining unvested portion of the SEA RSUs shall terminate on the date of termination of employment or service. PBS RSUs. The vested SEA PBS RSUs (and any associated dividend equivalents) shall be settled as soon as practicable after the date of the Participant's termination of employment or service, but in no event later than March 15 of the year following the calendar year in which the Participant's termination date occurs. (c) Other Termination. If the Participant's employment or service with the Company or an Affiliate terminates for any reason other than as otherwise described in the foregoing provisions of this Section 3 (whether due to voluntary termination, Retirement, termination by the Company without Cause, or otherwise) otherwise), then all outstanding SEA PBS RSUs shall immediately terminate on the date of termination of employment or service. 2 4. Dividends (d)Released PBS RSUs. Following Participant's termination of employment or service with the Company or an Affiliate for any reason, the Participant (or the Participant's beneficiary, if applicable) must provide for all Shares underlying released PBS RSUs (including those issued under this Agreement as well as Shares underlying released PBS RSUs issued under any other similar agreement, whether on account of termination or previously released in connection with the vesting terms of such similar agreement) to be liquidated or transferred to a third party broker no later than six months following the later of (i) the Participant's date of termination or (ii) the latest Settlement Date or other applicable vesting or settlement date (whether under this Agreement or a similar agreement) occurring following the Participant's termination. If the Participant (or the Participant's beneficiary, as applicable) fails to liquidate or transfer the Shares prior to the end of the applicable six month period, the Company is hereby authorized and Voting Rights. directed by the Participant either, in the Company's discretion: (i) to sell any such remaining Shares on the Participant's (or the Participant's beneficiary's) behalf on the first trading date following the end of such period on which the Company is not prohibited from selling such Shares; or (ii) to transfer such Shares to the Company's stock transfer agent for registration in the Participant's (or the Participant's beneficiary's) name. The Company will not be responsible for any gain or loss or taxes incurred with respect to the Shares underlying the released PBS RSUs in connection with such liquidation or transfer.4. Share Ownership. The Participant shall not be deemed for any purpose to be the owner of any Shares subject to the SEA PBS RSUs and shall not have any rights of a shareholder with respect to the SEA PBS RSUs, including, but not limited to, voting or dividend rights, until delivery of the applicable Shares underlying the SEA PBS RSUs on the Settlement Date. The Company shall not be required to set aside any fund for the payment of the SEA PBS RSUs. Further, the SEA RSUs subject to this grant shall not be credited with Dividend Equivalents.
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Termination of Employment or Service with the Company. (a) Termination by the Company for Cause. If the Participant's employment or service with the Company
or an Affiliate terminates for Cause, then all outstanding
SEA RSUs shall immediately terminate on the date of termination of employment or service. (b) Death or
Disability or Termination by the Company Without Cause. Disability. If the Participant's employment or service with the Company
or an Affiliate terminates due to the Participant's death or
if the Participant's employment or service is t
...erminated by the Company or an Affiliate without Cause or due to the Participant's Disability, then the Participant shall be deemed to have vested on the date of termination in a number of SEA RSUs equal to the product of (i) the Target Amount of SEA RSUs multiplied by (ii) a fraction, the numerator of which is the number of days elapsed during the period commencing on the Date of Grant [BEGINNING YEAR] through and including the date of termination, and the denominator of which is 1,095, the total number of days in the performance cycle, rounded down to the nearest whole SEA, RSU, and the remaining unvested portion of the SEA RSUs shall terminate on the date of termination of employment or service. The vested SEA RSUs (and any associated dividend equivalents) shall be settled as soon as practicable after the date of the Participant's termination of employment or service, but in no event later than March 15 of the year following the calendar year in which the Participant's termination date occurs. accordance with Section 2(b) and 2(c), respectively. (c) Other Termination. If the Participant's employment or service with the Company or an Affiliate terminates for any reason other than as otherwise described in the foregoing provisions of this Section 3 (whether due to voluntary termination, Retirement, termination by the Company without Cause, or otherwise) otherwise), then all outstanding SEA RSUs shall immediately terminate on the date of termination of employment or service. 2 4. Dividends 3 Except as otherwise provided in Section 2(a)(ii) or 3(b), in no event shall any RSUs be settled unless and Voting Rights. The Participant shall not be deemed for any purpose to be until both (i) at least the owner of any Shares subject to threshold Performance Targets are achieved, and (ii) the SEA RSUs and shall not have any rights of a shareholder with respect to the SEA RSUs, including, but not limited to, voting or dividend rights, until delivery of the applicable Shares underlying the SEA RSUs on the Settlement Date. The Company shall not be required to set aside any fund for the payment of the SEA RSUs. Further, the SEA RSUs subject to this grant shall not be credited with Dividend Equivalents. Certification occurs.
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Termination of Employment or Service with the Company. (a) Termination by the Company for Cause. If the Participant's employment or service with the Company
or an Affiliate terminates for Cause, then all outstanding
SEA RSUs shall immediately terminate on the date of termination of employment or service. (b) Death or
Disability or Termination by the Company Without Cause. Disability. If the Participant's employment or service with the Company
or an Affiliate terminates due to the Participant's death or
if the Participant's employment or service is t
...erminated by the Company or an Affiliate without Cause or due to the Participant's Disability, then the Participant shall be deemed to have vested on the date of termination in a number of SEA RSUs equal to the product of (i) the Target Amount of SEA RSUs multiplied by (ii) a fraction, the numerator of which is the number of days elapsed during the period commencing on the Date of Grant [BEGINNING YEAR] through and including the date of termination, and the denominator of which is 1,095, the total number of days in the performance cycle, rounded down to the nearest whole SEA, RSU, and the remaining unvested portion of the SEA RSUs shall terminate on the date of termination of employment or service. The vested SEA RSUs (and any associated dividend equivalents) shall be settled as soon as practicable after the date of the Participant's termination of employment or service, but in no event later than March 15 of the year following the calendar year in which the Participant's termination date occurs. accordance with Section 2(b) and 2(c), respectively. (c) Other Termination. If the Participant's employment or service with the Company or an Affiliate terminates for any reason other than as otherwise described in the foregoing provisions of this Section 3 (whether due to voluntary termination, Retirement, termination by the Company without Cause, or otherwise) otherwise), then all outstanding SEA RSUs shall immediately terminate on the date of termination of employment or service. 2 4. Dividends Except as otherwise provided in Section 3(b), in no event shall any RSUs be settled unless and Voting Rights. The Participant shall not be deemed for any purpose to be until both (i) at least the owner of any Shares subject to threshold Performance Targets are achieved, and (ii) the SEA RSUs and shall not have any rights of a shareholder with respect to the SEA RSUs, including, but not limited to, voting or dividend rights, until delivery of the applicable Shares underlying the SEA RSUs on the Settlement Date. The Company shall not be required to set aside any fund for the payment of the SEA RSUs. Further, the SEA RSUs subject to this grant shall not be credited with Dividend Equivalents. Certification occurs.
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Termination of Employment or Service with the Company. (a) Termination by the Company for Cause. If the Participant's employment or service with the Company
or an Affiliate terminates for Cause, then all outstanding
SEA RSUs shall immediately terminate on the date of termination of employment or service. (b) Death or Disability or Termination by the Company Without Cause. If the Participant's employment or service with the Company
or an Affiliate terminates due to the Participant's death or
if the Participant's employment or service is terminated by
... the Company or an Affiliate without Cause or due to the Participant's Disability, Disability or if the Participant's employment is terminated without Cause, then the Participant shall be deemed to have vested on the date of termination in a number of SEA RSUs equal to the product of (i) the Target Amount of SEA RSUs multiplied by (ii) a fraction, the numerator of which is the number of days elapsed during the period commencing on the Date of Grant through and including the date of termination, and the denominator of which is 1,095, rounded down to the nearest whole SEA, RSU, and the remaining unvested portion of the SEA RSUs shall terminate on the date of termination of employment or service. The vested SEA RSUs shall be settled as soon as practicable after the date of the Participant's termination of employment or service, but in no event later than March 15 of the year following the calendar year in which the Participant's termination date occurs. accordance with Section 2(b). (c) Other Termination. If the Participant's employment or service with the Company or an Affiliate terminates for any reason other than as otherwise described in the foregoing provisions of this Section 3 (whether due to voluntary termination, Retirement, or otherwise) then all outstanding SEA RSUs shall immediately terminate on the date of termination of employment or service. 2 4. Dividends Except as otherwise provided in Section 3(b), in no event shall any RSUs be settled unless and Voting Rights. The until (i) at least the threshold Performance is achieved, (ii) the Certification occurs, and (iii) the Participant shall not be deemed for any purpose to be has remained in the owner of any Shares subject to the SEA RSUs and shall not have any rights of a shareholder with respect to the SEA RSUs, including, but not limited to, voting or dividend rights, until delivery continuous employment of the Company through the applicable Shares underlying the SEA RSUs on the Settlement Date. The Company shall not be required to set aside any fund for the payment of the SEA RSUs. Further, the SEA RSUs subject to this grant shall not be credited with Dividend Equivalents.
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