Termination of Employment Contract Clauses (4,973)
Grouped Into 164 Collections of Similar Clauses From Business Contracts
This page contains Termination of Employment clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Termination of Employment. Upon a Participant's ceasing to be an Eligible Employee, for any reason, he or she will be deemed to have elected to withdraw from the Plan and the Contributions credited to such Participant's account during the Offering Period but not yet used to purchase shares of Common Stock under the Plan will be returned to such Participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15, and such Participant's option will be automatically terminated. Unless ...otherwise provided by the Administrator, a Participant whose employment transfers between entities through a termination with an immediate rehire (with no break in service) by the Company or a Designated Company will not be treated as terminated under the Plan; however, if a Participant transfers from an Offering under the 423 Component to the Non-423 Component, the exercise of the option will be qualified under the 423 Component only to the extent it complies with Section 423 of the Code, unless otherwise provided by the Administrator.View More
Termination of Employment. Upon Once a Participant's ceasing Participant ceases to be an Eligible Employee, for any reason, he or she will be deemed to have elected to withdraw from the Plan and the Contributions credited to such Participant's account during the Offering Period but not yet used to purchase shares of Common Stock under the Plan will be returned to such Participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15, Participant, and such Participant's option will... be automatically terminated. Unless otherwise provided by the Administrator, a A Participant whose employment transfers between entities through a termination with an immediate rehire (with no break in service) by the Company or a Designated Company will shall not be treated as terminated under the Plan; however, if a Participant transfers from an Offering under the 423 Component to the Non-423 Component, the exercise of the option will shall be qualified under the 423 Component only to the extent it complies with Section 423 of the Code, unless Code.12. Interest. No interest will accrue on the Contributions of a participant in the Plan, except as may be required by Applicable Law, as determined by the Company, and if so required by the laws of a particular jurisdiction, shall apply to all Participants in the relevant Offering under the 423 Component, except to the extent otherwise permitted by U.S. Treasury Regulation Section 1.423‐2(f).13. Stock. (a) Subject to adjustment upon changes in capitalization of the Company as provided in Section 18 hereof, the maximum number of shares of Common Stock that will be made available for sale under the Plan will be 1,800,000 shares of Common Stock, plus an annual increase to be added on the first day of each Fiscal Year beginning with the 2016 Fiscal Year equal to the least of (i) 1,800,000 shares of Common Stock, (ii) one percent (1%) of the outstanding shares of Common Stock on such date, or (iii) an amount determined by the Administrator. (b) Until the shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), a Participant will only have the rights of an unsecured creditor with respect to such shares, and no right to vote or receive dividends or any other rights as a stockholder will exist with respect to such shares. (c) Shares of Common Stock to be delivered to a Participant under the Plan will be registered in the name of the Participant or in the name of the Participant and his or her spouse.14. Administration. The Plan will be administered by the Board or a Committee appointed by the Board, which Committee will be constituted to comply with Applicable Laws. The Administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the 11 Plan, to designate separate Offerings under the Plan, to designate Subsidiaries and Affiliates as participating in the 423 Component or Non-423 Component, to determine eligibility, to adjudicate all disputed claims filed under the Plan and to establish such procedures that it deems necessary for the administration of the Plan (including, without limitation, to adopt such procedures and sub-plans as are necessary or appropriate to permit the participation in the Plan by employees who are foreign nationals or employed outside the U.S., the terms of which sub-plans may take precedence over other provisions of this Plan, with the exception of Section 13(a) hereof, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan). Unless otherwise determined by the Administrator, the Employees eligible to participate in each sub-plan will participate in a separate Offering or in the Non-423 Component. Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and procedures regarding eligibility to participate, the definition of Compensation, handling of Contributions, making of Contributions to the Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of stock certificates that vary with applicable local requirements. The Administrator also is authorized to determine that, to the extent permitted by U.S. Treasury Regulation Section 1.423‐2(f), the terms of an option granted under the Plan or an Offering to citizens or residents of a non-U.S. jurisdiction will be less favorable than the terms of options granted under the Plan or the same Offering to employees resident solely in the U.S. Every finding, decision and determination made by the Administrator will, to the full extent permitted by law, be final and binding upon all parties. View More
Termination of Employment. Upon Unless otherwise required by Applicable Laws, upon a Participant's ceasing to be an Eligible Employee, for any reason, he or she will be deemed to have elected to withdraw from the Plan and the Contributions credited to such Participant's account during the Offering Period but not yet used to purchase shares of Common Stock under the Plan will be returned to such Participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15, and such Participant...'s option will be automatically terminated. Unless otherwise provided by the Administrator, a A Participant whose employment transfers between entities through a termination with an immediate rehire (with no break in service) by the Company or a Designated Company will not be treated as terminated under the Plan; however, if a Participant transfers from an Offering under the 423 Component to the Non-423 Component, the exercise of the option will be qualified under the 423 Component only to the extent it complies with Section 423 of the Code, Code.12. Interest. No interest will accrue on the Contributions of a participant in the Plan, except as may be required by Applicable Law, as determined by the Company, and if so required by the laws of a particular jurisdiction, will apply to all Participants in the relevant Offering under the 423 Component, except to the extent otherwise permitted by U.S. Treasury Regulation Section 1.423‐2(f). 9 13. Stock. (a) Subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximum number of shares of Common Stock that will be made available for sale under the Plan will be 6,857,971 shares of Common Stock. (b) Until the shares of Common Stock are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), a Participant will have only the rights of an unsecured creditor with respect to such shares, and no right to vote or receive dividends or any other rights as a stockholder will exist with respect to such shares. (c) Shares of Common Stock to be delivered to a Participant under the Plan will be registered in the name of the Participant or in the name of the Participant and his or her spouse.14. Administration. The Plan will be administered by the Board or a Committee appointed by the Board, which Committee will be constituted to comply with Applicable Laws. The Administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to designate separate Offerings under the Plan, to designate Subsidiaries and Affiliates as participating in the 423 Component or Non-423 Component, to determine eligibility, to adjudicate all disputed claims filed under the Plan and to establish such procedures that it deems necessary for the administration of the Plan (including, without limitation, to adopt such procedures and sub-plans as are necessary or appropriate to permit the participation in the Plan by employees who are foreign nationals or employed outside the U.S., the terms of which sub-plans may take precedence over other provisions of this Plan, with the exception of Section 13(a) hereof, but unless otherwise provided superseded by the Administrator. terms of such sub-plan, the provisions of this Plan will govern the operation of such sub-plan). Unless otherwise determined by the Administrator, the Employees eligible to participate in each sub-plan will participate in a separate Offering or in the Non-423 Component. Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and procedures regarding eligibility to participate, the definition of Compensation, handling of Contributions, making of Contributions to the Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of stock certificates that vary with applicable local requirements. The Administrator also is authorized to determine that, to the extent permitted by U.S. Treasury Regulation Section 1.423‐2(f), the terms of an option granted under the Plan or an Offering to citizens or residents of a non-U.S. jurisdiction will be less favorable than the terms of options granted under the Plan or the same Offering to employees resident solely in the U.S. Every finding, decision and determination made by the Administrator will, to the full extent permitted by law, be final and binding upon all parties. View More
Termination of Employment. Upon a Participant's ceasing to be an Eligible Employee, for any reason, he or she will be deemed to have elected to withdraw from the Plan and the Contributions credited to such Participant's account during the Offering Period but not yet used to purchase shares Shares of Common Stock under the Plan will be returned to such Participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15, and such Participant's option will be automatically terminated. ...Unless otherwise provided by the Administrator, a Participant whose employment transfers between entities through a termination with an immediate rehire (with no break in service) by the Company or a Designated Company will not be treated as terminated under the Plan; however, if a Participant transfers from an Offering under the 423 Component to the Non-423 Component, the exercise of the option will be qualified under the 423 Component only to the extent it complies with Section 423 of the Code, unless otherwise provided by the Administrator. Plan. View More
Termination of Employment. Subject to any contrary provision in the employment agreement with the Optionee, if the Optionee's employment by the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below. (a) Termination Due to Death. If the Optionee's employment terminates by reason of the Optionee's death, any portion of this Stock Option outstanding on such date shall become fully exercisable and may therea...fter be exercised by the Optionee's legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. (b) Termination Due to Disability. If the Optionee's employment terminates by reason of the Optionee's disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee for a period of 12 months from the date of termination or until the Expiration Date, if earlier. (c) Termination for Cause. If the Optionee's employment terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, "Cause" shall mean, unless otherwise provided in an employment agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee's duties to the Company. (d) Other Termination. If the Optionee's employment terminates for any reason other than the Optionee's death, the Optionee's disability, or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect. The Administrator's determination of the reason for termination of the Optionee's employment shall be conclusive and binding on the Optionee and his or her representatives or legatees.View More
Termination of Employment. Subject to any contrary provision in the employment agreement with the Optionee, if If the Optionee's employment by service as an employee of the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below. (a) a. Termination Due to Death. If the Optionee's employment terminates by reason of the Optionee's death, any portion of this Stock Option outstanding on such date, to the exten...t exercisable on the date shall become fully exercisable and of death, may thereafter be exercised by the Optionee's legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. (b) Any portion of this Stock Option that is not exercisable on the date of death shall terminate immediately and be of no further force or effect. b. Termination Due to Disability. If the Optionee's employment terminates by reason of the Optionee's disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date, to the extent exercisable on the date shall become fully exercisable and of such disability, may thereafter be exercised by the Optionee for a period of 12 months from the date of termination disability or until the Expiration Date, if earlier. (c) Any portion of this Stock Option that is not exercisable on the date of disability shall terminate immediately and be of no further force or effect. c. Termination for Cause. If the Optionee's employment emplomnet terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, "Cause" shall mean, unless otherwise provided in an employment or other agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) the Optionee's dishonest statements or acts with respect to the Company or any material breach affiliate of the Company, or any of the Company's current or prospective customers, suppliers, vendors or other third parties with which such entity does business; (ii) the Optionee's commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) the Optionee's failure to perform his assigned duties and responsibilities to the reasonable satisfaction of the Company which failure continues, in the reasonable judgment of the Company, after written notice given to the Optionee by the Optionee Company; (iv) the Optionee's gross negligence, willful misconduct or insubordination with respect to the Company or any affiliate of the Company; or (v) the Optionee's material violation of any agreement provision of any agreement(s) between the Optionee and the Company; (ii) the conviction of, indictment for or plea Company relating to noncompetition, nondisclosure and/or assignment of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee's duties to the Company. (d) inventions. d. Other Termination. If the Optionee's employment terminates for any reason other than the Optionee's death, the Optionee's disability, or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect. The following events shall not be deemed a termination of employment: (i) a transfer to the employment of the Company from a Subsidiary of the Company or from the Company to a Subsidiary of the Company, or from one Subsidiary of the Company to another; or (ii) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the Optionee's right to employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in writing. The Administrator's determination of the reason for termination of the Optionee's employment shall be conclusive and binding on the Optionee and his or her representatives or legatees. View More
Termination of Employment. Subject to any contrary provision in the employment agreement with the Optionee, if the Optionee's employment by the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below. (a) Termination Due to Death. If the Optionee's employment terminates by reason of the Optionee's death, any unvested portion of this Stock Option outstanding on such date shall become fully exercisable cease... to vest and shall be forfeited and the vested portion of this Stock Option may thereafter be exercised by the Optionee's legal representative or legatee for a period of 12 months 180 days from the date of death or until the Expiration Date, if earlier. (b) Termination Due to Disability. If the Optionee's employment terminates by reason of the Optionee's disability Disability (as determined defined by the Administrator), any unvested portion of this Stock Option outstanding on such date shall become fully exercisable cease to vest and shall be forfeited and the vested portion of this Stock Option and may thereafter be exercised by the Optionee for a period of 12 months 180 days from the date of termination or until the Expiration Date, if earlier. (c) Termination for Cause. If the Optionee's employment terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, "Cause" shall mean, unless otherwise provided in an employment agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee Optionee's willful misconduct or gross negligence in connection with the performance of any agreement between the Optionee and Optionee's duties for the Company; Company or its Subsidiaries; (ii) the Optionee's conviction of, indictment for or a plea of guilty or nolo contendere by the Optionee to to, a felony or a crime involving fraud or moral turpitude; (iii) the Optionee's engaging in any business that directly or (iii) indirectly competes with the Company or its Subsidiaries; or (iv) disclosure of trade secrets, customer lists or any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee other confidential information of the Optionee's duties Company or its Subsidiaries to the Company. a competitor or an unauthorized person. (d) Other Termination. If the Optionee's employment terminates for any reason other than in the Optionee's death, the Optionee's disability, or Cause, circumstances set forth above, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months 90 days from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect. The Administrator's determination of the reason for termination of the Optionee's employment shall be conclusive and binding on the Optionee and his or her representatives or legatees. View More
Termination of Employment. Subject 6.1 General Rule. Except as provided in this Section 6 or the Employment Agreement, the Options may not be exercised unless at the time of exercise the Optionee is employed by the Company and shall have been so employed continuously from the Award Date through the end of the vesting period. For purposes of this Agreement, the Optionee is considered to be employed by the Company if the Optionee is employed by the Company or any contrary provision in parent or subsidiary of the employment ...agreement with the Optionee, if Company (an "Employer"). 6.2 Termination Generally. If the Optionee's employment by the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below. (a) Termination Due to Death. If the Optionee's employment terminates by reason of the Optionee's death, any portion of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee's legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. (b) Termination Due to Disability. If the Optionee's employment terminates by reason of the Optionee's disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee for a period of 12 months from the date of termination or until the Expiration Date, if earlier. (c) Termination for Cause. If the Optionee's employment terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, "Cause" shall mean, unless otherwise provided in an employment agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee's duties to the Company. (d) Other Termination. If the Optionee's employment terminates for any reason other than as provided in Sections 6.3 or 6.4 below, the Optionee's death, the Optionee's disability, or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date Options may be exercised, to exercised at any time before the extent exercisable on Expiration Date or the expiration of 90 days after the date of termination, for a period whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option at the date of three months from termination, and all unvested Options shall be forfeited and canceled. 6.3 Total Disability. If the Optionee's employment with the Company is terminated at any time because of Total Disability (as defined in the Employment Agreement), any unvested Options shall immediately vest as of the date of termination or until and the Options may be exercised at any time before the Expiration Date, if earlier. Any portion Date or the expiration of this Stock Option that 12 months after the date of termination, whichever is not exercisable on the shorter period. 6.4 Death. If the Optionee's employment with the Company is terminated at any time because of death, any unvested Options shall immediately vest as of the date of termination and the Options may be exercised at any time before the Expiration Date or the expiration of 12 months after the date of termination, whichever is the shorter period, and only by the Optionee's personal representative or the person or persons to whom the Optionee's rights under the Options shall terminate immediately pass by the Optionee's will or by the laws of descent and be of no further force or effect. The Administrator's determination distribution of the reason for state or country of domicile at the time of death. 6.5 Failure to Exercise Options. To the extent that following termination of employment, the Optionee's employment Options are not exercised within the applicable periods described above (or the Employment Agreement, if applicable), all further rights to purchase shares pursuant to the Options shall be conclusive cease and binding on the Optionee and his or her representatives or legatees. terminate. View More
Termination of Employment. The Option shall not be exercised unless the Participant is, at the time of exercise, an Employee and has been an Employee continuously since the date the Option was granted, subject to the following: (a) The employment relationship of the Participant shall be treated as continuing intact for any period that the Participant is on military or sick leave or other bona fide leave of absence, provided that the period of such leave does not exceed 90 days, or, if longer, as long as the Participant's ...right to reemployment is guaranteed either by statute or by contract. The employment relationship of the Participant shall also be treated as continuing intact while the Participant is not in active service because of Disability. The Administrator shall have sole authority to determine whether the Participant has incurred a Disability, and, if applicable, the Participant's Termination Date. (b) If the employment of the Participant is terminated because of Disability or death, any portion of the Option that is unexercised and unvested on the Participant's Termination Date shall immediately vest and become exercisable. The Option must be exercised, if at all, prior to the close of the Option Period. In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (c) If the employment of the Participant is terminated for any reason other than Disability, death or for Cause, the Option may be exercised to the extent vested and exercisable on the Participant's Termination Date. The Option must be exercised, if at all, prior to the first to occur of the following, whichever shall be applicable: (X) the close of the period of three months next succeeding the Termination Date; or (Y) the close of the Option period. If the Participant dies following such termination of employment and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). If the Participant dies following such termination of employment and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (d) If the employment of the Participant is terminated for Cause, the Option shall lapse and no longer be exercisable as of the Participant's Termination Date, as determined by the Administrator. For the purposes of this Agreement, "Cause" shall mean, unless the 4 Administrator determines otherwise, the Participant's termination of employment or service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or (ii) if the Participant has not entered into any such employment, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination), then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) personal dishonesty; (B) willful misconduct; (C) breach of fiduciary duties; (D) willful violation of any law, rule, or regulation (other than traffic violations or similar offenses), or a final cease-and-desist order; (E) regulatory suspension or removal; (F) refusal to perform the Participant's duties for the Corporation or an Affiliate; (G) engaging in fraudulent conduct; (H) material breach of any term of employment; or (I) engaging in conduct that could be materially damaging to the Corporation or an Affiliate without a reasonable good faith belief that such conduct was in the best interest of the Corporation or its Affiliates. The determination of "Cause" shall be made by the Administrator and such determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and the Option, the Participant's employment or service shall be deemed to have terminated for Cause if, after the Participant's employment or service has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Administrator, a termination for Cause.View More
Termination of Employment. The Option shall Except as may be otherwise provided in the Employment Agreement, RSUs that have not vested will be exercised unless the Participant is, at the time of exercise, forfeited if an Employee and has not been an Employee continuously since the date of the Option was granted, Award, subject to the following: (a) The employment relationship of the Participant shall be treated as continuing intact for any period that the Participant is on military or sick leave or other bona fide leave o...f absence, provided that the period of such leave does not exceed 90 days, three months, or, if longer, as long as the Participant's right to reemployment is guaranteed either by statute or by contract. The employment relationship of the Participant shall also be treated as continuing intact while the Participant is not in active service because of Disability. The Administrator shall have sole authority to determine whether the Participant has incurred a Disability, and, if applicable, the Participant's Termination Date. (b) If the employment of the Participant is terminated because of Disability or death, any portion of the Option that is unexercised and unvested on the Participant's Termination Date shall immediately vest and become exercisable. The Option must be exercised, if at all, prior to the close of the Option Period. In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (c) If the employment of the Participant is terminated for any reason other than Disability, death or for Cause, the Option may RSUs that have not vested will be exercised to the extent vested and exercisable forfeited on the Participant's Termination Date. The Option must be exercised, if at all, prior to the first to occur of the following, whichever shall be applicable: (X) the close of the period of three months next succeeding the Termination Date; or (Y) the close of the Option period. If the Participant dies following such termination of employment and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). If the Participant dies following such termination of employment and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (d) If the employment of the Participant is terminated for Cause, the Option shall lapse and no longer be exercisable as of the Participant's Termination Date, as determined by the Administrator. For the purposes of this the Agreement, "Cause" shall mean, unless the 4 Administrator determines otherwise, the Participant's termination of employment or service resulting from the Participant's his (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or (ii) if the Participant has not entered into any such employment, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination), then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) personal dishonesty; (B) willful misconduct; (C) breach of fiduciary duties; (D) willful violation of any law, rule, or regulation (other than traffic violations or similar offenses), or a final cease-and-desist order; (E) regulatory suspension or removal; (F) refusal to perform the Participant's his duties for the Corporation or an Affiliate; (G) continued failure to perform his duties to the Corporation in a manner acceptable to the Corporation, as determined by the Administrator or its designee; (C) engaging in fraudulent conduct; (H) material breach of any term of employment; or (I) (D) engaging in conduct that could be materially damaging to the Corporation or an Affiliate without a reasonable good faith belief that such conduct was in the best interest of the Corporation. 3 6. No Right of Continued Employment or Service; Forfeiture of Award. Neither the Plan, the grant of the RSUs nor any other action related to the Plan shall confer upon the Participant any right to continue in the employment or service of the Corporation or its Affiliates. The determination of "Cause" shall be made by the Administrator and such determination shall be final and conclusive. Without an Affiliate or to interfere in any way limiting with the effect right of the foregoing, for purposes of the Plan and the Option, Corporation or an Affiliate to terminate the Participant's employment or service at any time. Except as otherwise expressly provided in the Plan, Employment Agreement or this Agreement or as determined by the Administrator, all rights of the Participant with respect to the RSUs shall be deemed to have terminated for Cause if, after terminate upon termination of the Participant's employment or service has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Administrator, a termination for Cause. service. View More
Termination of Employment. The (a) If, on or prior to an applicable Vesting Date, the Participant's employment with the Company and its Affiliates is terminated (A) by the Company or its Affiliate without Cause, (B) by the Participant for Good Reason (as defined in the Participant's employment agreement with the Company or the Affiliate as in effect on the date of such termination), (C) due to the Participant's death or (D) by the Company or its Affiliate due to Disability, the Option shall not be exercised unless the Par...ticipant is, at the time of exercise, an Employee and has been an Employee continuously since the date the Option was granted, subject to the following: (a) The employment relationship become immediately vested as of the Participant shall be treated as continuing intact for any period that the Participant is on military or sick leave or other bona fide leave of absence, provided that the period effective date of such leave does not exceed 90 days, or, if longer, as long as the Participant's right to reemployment is guaranteed either by statute or by contract. The employment relationship of the Participant shall also be treated as continuing intact while the Participant is not in active service because of Disability. The Administrator shall have sole authority to determine whether the Participant has incurred a Disability, and, if applicable, the Participant's Termination Date. termination. (b) If the Participant's employment of with the Participant is terminated because of Disability or death, any portion of the Option that is unexercised Company and unvested on the Participant's Termination Date shall immediately vest and become exercisable. The Option must be exercised, if at all, its Affiliates terminates prior to the close of the Option Period. In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (c) If the employment of the Participant is terminated final Vesting Date for any reason other than Disability, death or for Cause, as set forth in Section 3 (a) hereof, the Option may be exercised to the extent vested and exercisable on the Participant's Termination Date. The Option must be exercised, if at all, prior to the first to occur unvested portion of the following, whichever shall be applicable: (X) the close of the period of three months next succeeding the Termination Date; or (Y) the close of the Option period. If the Participant dies following such termination of employment and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). If the Participant dies following such termination of employment and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). In the event of the Participant's death, the Option shall be exercisable by such person or persons as cancelled immediately and the Participant shall have acquired the right immediately forfeit any rights to exercise the Option by will or by the laws of intestate succession. (d) If the employment of the Participant is terminated for Cause, the Option shall lapse and no longer be exercisable as of the Participant's Termination Date, as determined by the Administrator. For the purposes of this Agreement, "Cause" shall mean, unless the 4 Administrator determines otherwise, the Participant's termination of employment or service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or (ii) if the Participant has not entered into any Shares subject to such employment, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination), then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) personal dishonesty; (B) willful misconduct; (C) breach of fiduciary duties; (D) willful violation of any law, rule, or regulation (other than traffic violations or similar offenses), or a final cease-and-desist order; (E) regulatory suspension or removal; (F) refusal to perform the Participant's duties for the Corporation or an Affiliate; (G) engaging in fraudulent conduct; (H) material breach of any term of employment; or (I) engaging in conduct that could be materially damaging to the Corporation or an Affiliate without a reasonable good faith belief that such conduct was in the best interest of the Corporation or its Affiliates. The determination of "Cause" shall be made by the Administrator and such determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and the Option, the Participant's employment or service shall be deemed to have terminated for Cause if, after the Participant's employment or service has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Administrator, a termination for Cause. unvested portion. View More
Termination of Employment. The Option Except as set forth in this Section 5, upon the Participant's termination of employment for any reason, any RSUs that have not become vested in accordance with Schedule 1 shall not be exercised unless immediately forfeited. Notwithstanding the Participant is, at foregoing, the time of exercise, an Employee and has been an Employee continuously since the date the Option was granted, subject following provisions shall apply to the following: (a) The Award:(a)Termination of Employment fo...r Cause. Upon the termination of the Participant's employment relationship for Cause by the Company, its Subsidiaries or its Affiliates, this Agreement shall terminate and all rights of the Participant with respect to all RSUs that have not been settled shall immediately terminate. The RSUs shall be treated as continuing intact for forfeited without payment of any period that consideration, and neither the Participant is on military or sick leave or other bona fide leave nor any of absence, provided that the period of such leave does not exceed 90 days, or, if longer, as long as the Participant's right to reemployment is guaranteed either by statute successors, heirs, assigns, or by contract. The personal representatives shall thereafter have any further rights or interests in such RSUs. (b)Qualifying Termination of Employment. (i)Termination of Employment without Cause or Resignation with Good Reason. Upon the termination of the Participant's employment relationship of with the Company, its Subsidiaries or its Affiliates thereof without Cause, or upon the Participant's resignation from the Company, its Subsidiaries or its Affiliates thereof with Good Reason, the Participant shall also be treated immediately vest in full in the RSUs. 1 (ii)Death. Upon the termination of the Participant's employment with the Company, its Subsidiaries or its Affiliates thereof on account of death, the Participant shall immediately vest in full in the RSUs. (iii)Disability and Retirement. Upon the termination of the Participant's employment with the Company, its Subsidiaries or its Affiliates thereof (i) due to Disability or (ii) by the Participant due to Retirement, the Participant shall continue to vest (as if the Participant's employment had not been terminated) in the RSUs as continuing intact set forth on Schedule 1 and the immediately following sentence. The RSUs shall continue to vest only if the Participant fully complies with any non-compete, non-disparagement, confidentiality and other restrictive covenants set forth in any agreement entered into between the Participant and the Company or its Subsidiaries or its Affiliates from time to time (including, but not limited to any Restrictive Covenants and Confidentiality Agreement entered into between the Participant and the Company) determined, notwithstanding the time periods set forth therein, as if all such restrictive covenants applied at all times while the Participant Award is not in active service because of Disability. outstanding. The Administrator Board shall have sole authority to determine whether the Participant has incurred a Disability, and, if applicable, the Participant's Termination Date. (b) If the employment of the Participant is terminated because of Disability or death, any complied with such restrictive covenants. Any portion of the Option RSUs that is unexercised and unvested on the Participant's Termination Date shall immediately does not vest and become exercisable. The Option must be exercised, if at all, prior to the close of the Option Period. In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (c) If the employment of the Participant is terminated for any reason other than Disability, death or for Cause, the Option may be exercised to the extent vested and exercisable on the Participant's Termination Date. The Option must be exercised, if at all, prior to the first to occur of the following, whichever shall be applicable: (X) the close of the period of three months next succeeding the Termination Date; or (Y) the close of the Option period. If the Participant dies following such termination of employment and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). If the Participant dies following such termination of employment and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (d) If the employment of the Participant is terminated for Cause, the Option shall lapse and no longer be exercisable as of the Participant's Termination Date, as determined by the Administrator. For the purposes of this Agreement, "Cause" shall mean, unless the 4 Administrator determines otherwise, the Participant's termination of employment or service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement accordance with the Corporation or an Affiliate, if any, or (ii) if the Participant has not entered into any such employment, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination), then the Participant's termination foregoing shall automatically be for "Cause" if termination results due to the Participant's (A) personal dishonesty; (B) willful misconduct; (C) breach of fiduciary duties; (D) willful violation of any law, rule, or regulation (other than traffic violations or similar offenses), or a final cease-and-desist order; (E) regulatory suspension or removal; (F) refusal to perform the Participant's duties for the Corporation or an Affiliate; (G) engaging in fraudulent conduct; (H) material breach of any term of employment; or (I) engaging in conduct that could be materially damaging to the Corporation or an Affiliate without a reasonable good faith belief that such conduct was in the best interest of the Corporation or its Affiliates. The determination of "Cause" shall be made by the Administrator and such determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and the Option, the Participant's employment or service shall be deemed to have terminated for Cause if, after the Participant's employment or service has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Administrator, a termination for Cause. forfeited. View More
Termination of Employment. In the event Executive's employment with the Company terminates for any reason, Executive will be entitled to (a) any unpaid Base Salary accrued up to the effective date of termination; (b) pay for any accrued but unused vacation; (c) benefits or compensation as provided under the terms of any employee benefit and compensation agreements or plans applicable to Executive (d) reimbursement for any unreimbursed business expenses required to be reimbursed to Executive, and (e) any rights to indemnif...ication Executive may have under the Company's Articles of Incorporation, Bylaws, this Agreement, or separate indemnification agreement, as applicable. In addition, if the termination is by the Company without Cause or Executive resigns for Good Reason, Executive will be entitled to the amounts and benefits specified in Section 8.View More
Termination of Employment. In the event If Executive's employment with the Company terminates for any reason, Executive will be entitled to any (a) any unpaid Base Salary accrued up to the effective date of termination; (b) pay for any accrued but unused vacation; (c) benefits or compensation as provided under the terms of any employee benefit and compensation agreements or plans applicable to Executive Executive; and (d) reimbursement for any unreimbursed business expenses required to be reimbursed to Executive, and (e) ...any rights to indemnification Executive may have under the Company's Articles of Incorporation, Bylaws, this Agreement, or separate indemnification agreement, as applicable. In addition, if the termination is by the Company without Cause or Executive resigns for Good Reason, Executive will be entitled to the amounts and benefits specified in Section 8. Executive. View More
Termination of Employment. In the event Executive's employment with the Company terminates for any reason, Executive will be entitled to any (a) any unpaid Base Salary base pay accrued up to the effective date of termination; (b) pay for any accrued but unused vacation; (c) benefits or compensation as provided under the terms of any employee benefit and compensation agreements or plans applicable to Executive Executive, and (d) reimbursement for any unreimbursed business expenses required to be reimbursed to Executive, an...d (e) any rights to indemnification Executive may have under the Company's Articles of Incorporation, Bylaws, this Agreement, or separate indemnification agreement, as applicable. In addition, if the termination is by the Company without Cause or Executive resigns for Good Reason, Executive will be entitled to the amounts and benefits specified in Section 8. Executive. View More
Termination of Employment. In addition to any other compensation payable to the Executive pursuant to this Agreement, in the event Executive's employment with the Company terminates for any reason, Executive will be entitled to any (a) any unpaid Base Salary and any Target Cash Bonus accrued and unpaid up to the effective date of termination; Termination Date, (b) pay for any accrued but unused vacation; vacation, (c) benefits or compensation as provided under the terms of any employee benefit and compensation agreements ...or plans applicable to Executive and under which Executive has a vested right (including any right that vests in connection the termination of Executive's employment), (d) reimbursement for any unreimbursed business expenses required to be reimbursed which Executive is entitled to Executive, reimbursement under the Company's expense reimbursement policy, and (e) any rights to indemnification Executive may have under the Company's Articles of Incorporation, as amended from time to time, the Company's Bylaws, as amended and/or restated, this Agreement, or Executive's separate indemnification agreement, as applicable. In addition, if applicable, including any rights Executive may have under directors and officers insurance policies (items (a) through (e), collectively, the termination is by the Company without Cause or Executive resigns for Good Reason, Executive will be entitled to the amounts and benefits specified in Section 8. "Accrued Obligations"). View More
Termination of Employment. Termination of a Participant's employment for any reason, including retirement, death, disability, or the failure of a Participant to remain an eligible employee of the Company or of a Participating Corporation, immediately terminates his or her participation in this Plan. In such event, accumulated payroll deductions credited to the Participant's account will be returned to him or her or, in the case of his or her death, to his or her legal representative, without interest (except to the extent... required due to local legal requirements outside the United States). For purposes of this Section 12, an employee will not be deemed to have terminated employment or failed to remain in the continuous employ of the Company or of a Participating Corporation in the case of sick leave, military leave, or any other leave of absence approved by the Company; provided that such leave is for a period of not more than ninety (90) days or reemployment upon the expiration of such leave is guaranteed by contract or statute. The Company will have sole discretion to determine whether a Participant has terminated employment and the effective date on which the Participant terminated employment, regardless of any notice period or garden leave required under local law.View More
Termination of Employment. Termination of a Participant's employment for any reason, including retirement, death, disability, or the failure of a Participant to remain an eligible employee of the Company or of a Participating Corporation, immediately terminates his or her participation in this Plan. Plan (except as required due to local legal requirements outside the United States). In such event, accumulated payroll deductions Contributions credited to the Participant's account will be returned to him or her or, in the c...ase of his or her death, to his or her legal representative, without interest (except to the extent required due to local legal requirements outside the United States). For purposes of this Section 12, an employee will not be deemed to have terminated employment or failed to remain in the continuous employ of the Company or of a Participating Corporation in the case of sick leave, military leave, or any other leave of absence approved by the Company; provided that such leave is for a period of not more than ninety (90) days three (3) months or reemployment upon the expiration of such leave is guaranteed by contract or statute. The Company will have sole discretion to determine whether a Participant has terminated employment and the effective date on which the Participant terminated employment, regardless of any notice period or garden leave required under local law. 13. RETURN OF CONTRIBUTIONS. In the event a Participant's interest in this Plan is terminated by withdrawal, termination of employment or otherwise, or in the event this Plan is terminated by the Board, the Company shall deliver to the Participant all accumulated Contributions credited to such Participant's account. No interest shall accrue on the Contributions of a Participant in this Plan (except to the extent required due to local legal requirements outside the United States). View More
Termination of Employment. Termination of a Participant's employment for any reason, including retirement, death, disability, or the failure of a Participant to remain an eligible employee of the Company or of a Participating Corporation, immediately terminates his or her participation in this Plan. Plan (except as required due to local legal requirements outside the United States). In such event, accumulated payroll deductions Contributions credited to the Participant's account will be returned to him or her or, in the c...ase of his or her death, to his or her legal representative, without interest (except to the extent required due to local legal requirements outside the United States). For purposes of this Section 12, an employee will not be deemed to have terminated employment or failed to remain in the continuous employ of the Company or of a Participating Corporation in the case of sick leave, military leave, or any other leave of absence approved by the Company; provided that such leave is for a period of not more than ninety (90) days or reemployment upon the expiration of such leave is guaranteed by contract or statute. The Company will have sole discretion to determine whether a Participant has terminated employment and the effective date on which the Participant terminated employment, regardless of any notice period or garden leave required under local law. 7 13. RETURN OF CONTRIBUTIONS. In the event a Participant's interest in this Plan is terminated by withdrawal, termination of employment or otherwise, or in the event this Plan is terminated by the Board, the Company shall deliver to the Participant all accumulated Contributions credited to such Participant's account. No interest shall accrue on the Contributions of a Participant in this Plan (except to the extent required due to local legal requirements outside the United States). View More
Termination of Employment. 14.1 Termination of a Participant's participant's employment for any reason, including retirement, death, disability, death or the failure of a Participant participant to remain an eligible employee Employee of the Company or of a Participating Corporation, Affiliate, shall immediately terminates terminate his or her participation in this Plan. In such event, accumulated the payroll deductions credited to the Participant's participant's account will shall be returned to him or her or, in the cas...e of his or her death, to his or her legal representative, without interest (except to the extent required due to local legal requirements outside the United States). beneficiary determined under Section 13. For purposes of this Section 12, 14, an employee will Employee shall not be deemed to have terminated employment or failed to remain in the continuous employ of the Company or of a Participating Corporation Affiliate in the case of sick leave, military leave, or any other leave of absence approved by the Company; provided Board or Committee, provided, however that such leave is for a period of not more than ninety (90) days or reemployment upon the expiration of such leave is guaranteed by contract or statute. The Company will have Whether and when employment is deemed terminated for purposes of this Plan shall be determined by the Committee in its sole discretion and may be determined without regard to determine whether statutory notice periods or other periods following termination of active employment. 9 15. Return of Payroll Deductions. 15.1 In the event a Participant has participant's interest in this Plan is terminated by withdrawal, termination of employment or otherwise prior to the withdrawal deadline established by the Committee, or in the event this Plan is terminated by the Board, the Company shall deliver to the participant all payroll deductions credited to such participant's account. No interest shall accrue on the payroll deductions of a participant in this Plan, unless required by local law. In the event a participant dies with payroll deductions having been accumulated to purchase Shares at the next Purchase Date, and the effective date on which Committee receives notice of such death prior to the Participant terminated employment, regardless of any notice period or garden leave required withdrawal deadline established by the Committee, the Company shall deliver to the participant's beneficiary determined under local law. Section 13 all payroll deductions credited to such participant's account. View More
Termination of Employment. (a) Subject to Section 7(c) or Section 7(d) below, in the event that the Participant's employment with the Company Group terminates for any reason, any unvested portion of the Option shall be forfeited and all of the Participant's rights hereunder with respect to such unvested portion of the Option shall terminate as of the effective date of termination (the "Termination Date") (unless otherwise provided for by the Committee in accordance with the Plan). (b) If the Participant's employment is te...rminated by any member of the Company Group for Cause or by the Participant when grounds existed for Cause at the time thereof, the vested and unvested portions of the Option shall terminate as of the Termination Date. (c) The Option shall become immediately vested and exercisable as of the Termination Date as to all of the Shares subject to the Option if the Participant's employment with the Company Group shall be terminated: (i) by the Company Group due to or during the Participant's Disability or due to Participant's death; or (ii) by the Company Group without Cause if such termination of Participant's employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder). (d) In the event the Participant's employment with the Company Group terminates as a result of the Participant's Retirement after the date that is six months after the Pre-Spin Award Grant Date, the Option shall continue to vest and become exercisable, notwithstanding such termination of employment, in accordance with the schedule set forth in the Award Notice so long as no Restrictive Covenant Violation occurs, as determined by the Committee, or its designee, in its sole discretion, prior to the applicable vesting date. As a pre-condition to the Participant's right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to each applicable vesting date that no Restrictive Covenant Violation has occurred. 5 (e) In the event (i) the Participant's employment with the Company Group is terminated by the Company due to death or Disability, each outstanding vested Option shall remain exercisable for one year thereafter (but in no event beyond the Option Period) (ii) the Participant's employment is terminated due to a Retirement each outstanding vested Option (whether such Option becomes vested before, on, or after the Termination Date) shall remain exercisable for five years after the Termination Date (but in no event beyond the Option Period), and (iii) the Participant's employment with the Company Group is terminated for any other reason (subject to Section 7(b)), each outstanding vested Option shall remain exercisable for ninety (90) days thereafter (but in no event beyond the Option Period); provided that, in each case, the Option Period shall expire immediately upon the occurrence of a Restrictive Covenant Violation. (f) The Participant's rights with respect to the Option shall not be affected by any change in the nature of the Participant's employment so long as the Participant continues to be an employee of the Company Group. Whether (and the circumstances under which) employment has terminated and the determination of the Termination Date for the purposes of this Agreement shall be determined by the Committee (or, with respect to any Participant who is not a director or "officer" as defined under Rule 16a-1(f) under the Exchange Act, as amended, its designee, whose good faith determination shall be final, binding and conclusive; provided, that such designee may not make any such determination with respect to the designee's own employment for purposes of the Option).View More
Termination of Employment. (a) Subject to Section 7(c) 3(a) or Section 7(d) 3(b) below, in the event that the Participant's employment with the Company Group terminates for any reason, any unvested portion of the Option shall RSUs will be forfeited and all of the Participant's rights hereunder with respect to such unvested portion of the Option shall terminate under this Agreement will cease as of the effective date of termination Termination (the "Termination Date") (unless otherwise provided for by the Committee in acco...rdance with the Plan). (b) If the Participant's employment is terminated by any member of the Company Group for Cause or by the Participant when grounds existed for Cause at the time thereof, the vested and Date").Any unvested portions of the Option shall terminate as of the Termination Date. (c) The Option shall become immediately vested and exercisable RSUs will fully vest as of the Termination Date as to all of the Shares subject to the Option and will be settled in accordance with Section 2 if the Participant's employment with the Company Group shall be terminated: (i) is terminated:(i) by the Company Group due to or during the Participant's Disability or due to the Participant's death; or (ii) or(ii) by the Company Group without Cause if such termination within the period commencing on the date of Participant's employment occurs within 12 months following a Change in Control (for and ending on the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder). (d) date that is 12 months thereafter. (b) In the event the Participant's employment with the Company Group terminates as a result of the Participant's Retirement after the date that is six months after the Pre-Spin Award Grant Date, the Option shall Date of Grant, all unvested RSUs will remain outstanding and will continue to vest and become exercisable, notwithstanding such termination of employment, vest, following the Termination Date, in accordance with the schedule set forth in the Award Notice and, once vested, will be settled in accordance with Section 2, so long as no Restrictive Covenant Violation occurs, as occurs (as determined by the Committee, Committee or its designee, designee in its sole discretion, discretion prior to the applicable vesting date. As a pre-condition to the Participant's right to continued vesting following Retirement, the Committee, date). The Committee or its designee, designee may require the Participant to certify in writing prior to each applicable vesting date that no Restrictive Covenant Violation has occurred. 5 (e) In Notwithstanding the event (i) foregoing, if the Participant's employment with Retirement occurs on a date within the Company Group is terminated by period commencing on the Company due to death or Disability, each outstanding vested Option shall remain exercisable for one year thereafter (but in no event beyond the Option Period) (ii) the Participant's employment is terminated due to a Retirement each outstanding vested Option (whether such Option becomes vested before, on, or after the Termination Date) shall remain exercisable for five years after the Termination Date (but in no event beyond the Option Period), and (iii) the Participant's employment with the Company Group is terminated for any other reason (subject to Section 7(b)), each outstanding vested Option shall remain exercisable for ninety (90) days thereafter (but in no event beyond the Option Period); provided that, in each case, the Option Period shall expire immediately upon the occurrence date of a Restrictive Covenant Violation. (f) Change in Control and ending on the date that is 12 months thereafter, any unvested RSUs will become fully and immediately vested as of the date of such Retirement and will be settled in accordance with Section 2 (i.e., in the same manner as set forth under Section 3(a)(ii)). (c) The Participant's rights with respect to the Option shall RSUs will not be affected by any change in the nature of the Participant's employment so long as the Participant continues to be an employee of a member of the Company Group. Whether (and the circumstances under which) the Participant's employment has terminated and the determination of the Termination Date for the purposes of this Agreement shall will be determined by the Committee (or, with respect to any Participant who is not a director or "officer" as defined under Rule 16a-1(f) under the Exchange Act, as amended, Officer, its designee, whose good faith determination shall will be final, binding and conclusive; provided, that such designee may not make any such determination with respect to the designee's own employment for purposes of the Option). RSUs). Neither the Plan nor this Agreement nor the Participant's receipt of the RSUs hereunder imposes any obligation on any member of the Company Group to continue the employment or engagement of the Participant.4. Repayment of Proceeds; Clawback Policy. The RSUs, any dividend equivalent payments, and all Shares received in respect of the RSUs and all proceeds related to the RSUs are subject to the clawback and repayment terms set forth in Sections 15(v) and 15(w) of the Plan and the Company's Clawback Policy, as in effect from time to time, to the extent the Participant is a director or Officer. In addition, if any member of the Company Group terminates the Participant's employment for Cause or discovers after Termination that grounds existed for a Termination for Cause at the time thereof, then the Participant will be required, in addition to any other remedy available (on a non-exclusive basis), to pay the Company, within 10 business days of the Company's request, the aggregate after-tax proceeds the Participant received in respect of the RSUs and any Shares issued in respect thereof. View More
Termination of Employment. (a) Subject to Section 7(c) or Section 7(d) below, in the event that the Participant's employment with the Company Group terminates for any reason, any unvested portion of the Option shall will be forfeited and all of the Participant's rights hereunder with respect to such unvested portion of the Option shall under this Agreement will terminate as of the effective date of termination Termination (the "Termination Date") (unless otherwise provided for by the Committee in accordance with the Plan).... (b) If the Participant's employment is terminated by any member of the Company Group for Cause or by the Participant when grounds existed for Cause at the time thereof, the vested and unvested portions of the Option shall will terminate as of the Termination Date. (c) The Option shall become immediately vested and exercisable as of the Termination Date as to all of the Shares subject to the Option if the Participant's employment with the Company Group shall be terminated: (i) by the Company Group due to or during the Participant's Disability or due to Participant's death; or (ii) by the Company Group without Cause if such termination of Participant's employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder). (d) In the event the Participant's employment with the Company Group terminates as a result of the Participant's Retirement after the date that is six months after the Pre-Spin Award Grant Date, the Option shall continue to vest and become exercisable, notwithstanding such termination of employment, in accordance with the schedule set forth in the Award Notice so long as no Restrictive Covenant Violation occurs, as determined by the Committee, or its designee, in its sole discretion, prior to the applicable vesting date. As a pre-condition to the Participant's right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to each applicable vesting date that no Restrictive Covenant Violation has occurred. 5 (e) In the event (i) the Participant's employment with the Company Group is terminated by the Company due to death or Disability, each outstanding vested Option shall will remain exercisable for one year thereafter (but in no event beyond the Option Period) and (ii) the Participant's employment is terminated due to a Retirement each outstanding vested Option (whether such Option becomes vested before, on, or after the Termination Date) shall remain exercisable for five years after the Termination Date (but in no event beyond the Option Period), and (iii) the Participant's employment with the Company Group is terminated for any other reason (subject to Section 7(b)), each outstanding vested Option shall will remain exercisable for ninety (90) days thereafter (but in no event beyond the Option Period); provided provided, that, in each case, the Option Period shall will expire immediately upon the occurrence of a Restrictive Covenant Violation. (f) The (d) Participant's rights with respect to the Option shall will not be affected by any change in the nature of the Participant's employment so long as the Participant continues to be an employee of the Company Group. Whether (and the circumstances under which) employment has terminated and the determination of the Termination Date for the purposes of this Agreement shall will be determined by the Committee (or, with respect to any Participant who is not a director or "officer" as defined under Rule 16a-1(f) under the Exchange Act, as amended, Officer, its designee, whose good faith determination shall will be final, binding and conclusive; provided, that such designee may not make any such determination with respect to the designee's own employment for purposes of the Option). View More
Termination of Employment. Exhibit 10.41 (a) Subject to Section 7(c) or Section 7(d) below, in In the event that the Participant's employment or service, as applicable, with the Company Group terminates for any reason, any unvested portion of the Option RSUs shall be forfeited and all of the Participant's rights hereunder with respect to such unvested portion of the Option RSUs shall terminate cease as of the effective date of termination (the "Termination Date") (unless otherwise provided for by the Committee in accordan...ce with the Plan). Plan or this Agreement). (b) If Notwithstanding the foregoing, in the event of a Qualifying Termination, subject to the Participant's execution and non-revocation of the Company's standard form of release of claims, the next installment of Supplemental Bonus RSUs which could become vested in accordance with the Award Notice shall become vested and settled in accordance with this Agreement. (c) Notwithstanding the foregoing, in the event the Participant's employment or service with the Company Group is terminated by any member of the Company Group for Cause following the Participant's death or by during the Participant when grounds existed for Cause at Participant's Disability, subject to the time thereof, the vested Participant's or executor's execution and unvested portions non-revocation of the Option shall terminate as Company's standard form of release of claims, the Termination Date. (c) The Option Supplemental Bonus RSUs outstanding under this Agreement shall become immediately vested and exercisable as of the Termination Date and settled as to all soon as practicable following the Termination Date. (d) Notwithstanding the foregoing, in the event of the Shares subject a Participant's Retirement following written notice at least six months prior to the Option if the Participant's employment with the Company Group shall be terminated: (i) by the Company Group due to or during the Participant's Disability or due to Participant's death; or (ii) by the Company Group without Cause if such termination of Participant's employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder). (d) In the event the Participant's employment with the Company Group terminates as a result date of the Participant's Retirement after resignation, the date that is six months after the Pre-Spin Award Grant Date, the Option Supplemental Bonus RSUs outstanding under this Agreement shall continue remain outstanding and eligible to vest and become exercisable, notwithstanding such termination of employment, in accordance with the schedule set forth in the Award Notice so long as no Restrictive Covenant Violation occurs, as determined by the Committee, or its designee, in its sole discretion, prior to the applicable vesting date. As a pre-condition to the Participant's right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to each applicable vesting date that no Restrictive Covenant Violation has occurred. 5 (e) In the event (i) the Participant's employment with the Company Group is terminated by the Company due to death or Disability, each outstanding vested Option shall remain exercisable for one year thereafter (but in no event beyond the Option Period) (ii) the Participant's employment is terminated due to a Retirement each outstanding vested Option (whether such Option becomes vested before, on, or after the Termination Date) shall remain exercisable for five years after the Termination Date (but in no event beyond the Option Period), and (iii) the Participant's employment with the Company Group is terminated for any other reason (subject to Section 7(b)), each outstanding vested Option shall remain exercisable for ninety (90) days thereafter (but in no event beyond the Option Period); provided that, in each case, the Option Period shall expire immediately upon the occurrence of a Restrictive Covenant Violation. (f) The Participant's rights with respect to the Option RSUs shall not be affected by any change in the nature of the Participant's employment or service, as applicable, so long as the Participant continues to be an employee or service provider, as applicable, of the Company Group. Whether (and the circumstances under which) the Participant's employment or service, as applicable, has terminated and the determination of the Termination Date for the purposes of this Agreement shall be determined by the Committee (or, with respect to any Participant who is not a director or "officer" as defined under Rule 16a-1(f) under of the Exchange Act, as amended, its designee, whose good faith determination shall be final, binding and conclusive; provided, that such designee may not make any such determination with respect to the designee's own employment for purposes of the Option). RSUs). As a pre-condition to a Participant's right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to each applicable vesting date that no Restrictive Covenant Violation has occurred.6.Change in Control. (a) Certain Terminations Following a Change in Control. Notwithstanding Section 5(a) of this Agreement, in the event of a Qualifying Termination during the 24-month period immediately following a Change in Control, any unvested Supplemental Bonus RSUs Exhibit 10.41 shall become vested as of the Termination Date, and shall thereafter be settled in accordance with this Agreement. (b) Assumption of Awards. In the event of a Change in Control, in connection with which the successor to the Company fails to assume, convert or replace the RSUs, the Supplemental Bonus RSUs, to the extent not assumed, will become vested as of immediately prior to the Change in Control. View More
Termination of Employment. If Optionee shall cease to be employed by the Company for any reason, whether voluntarily or involuntarily, other than by his or her death, Optionee (or if the Optionee shall die after such termination, but prior to such exercise date, Optionee's personal representative or the person entitled to succeed to the Option) shall have the right at any time within three (3) months following such termination of employment or the remaining term of this Option, whichever is the lesser, to exercise in whol...e or in part this Option to the extent, but only to the extent, that this Option was exercisable as of the date of termination of employment and had not previously been exercised; provided, however: (i) if Optionee is permanently disabled (within the meaning of Section 22(e)(3) of the Code) at the time of termination, the foregoing three (3) month period shall be extended to six (6) months; or (ii) if Optionee is terminated "for cause" as defined in any applicable employment, or in the absence of an employment agreement then defined as (i) Optionee's conviction of or entrance of a plea of guilty or nolo contendere to a felony; or (ii) Optionee is engaging or has engaged in material fraud, material dishonesty, or other acts of willful and continued misconduct in connection with the business affairs of the Company, this Option shall automatically terminate as to all Shares covered by this Option not exercised prior to termination. Unless earlier terminated, all rights under this Option shall terminate in any event on the expiration date of this Option as defined in Section 4 hereof. -2- 8. Death of Optionee. If the Optionee shall die while in the employ of the Company, Optionee's personal representative or the person entitled to Optionee's rights hereunder may at any time within six (6) months after the date of Optionee's death, or during the remaining term of this Option, whichever is the lesser, exercise this Option and purchase Shares to the extent, but only to the extent, that Optionee could have exercised this Option as of the date of Optionee's death; provided, in any case, that this Option may be so exercised only to the extent that this Option has not previously been exercised by Optionee.View More
Termination of Employment. (a) If Optionee shall cease to be employed by a director, employee or contractor of the Company for any reason, whether voluntarily or involuntarily, other than by his or her their death, Optionee (or if the Optionee shall die after such termination, but prior to such exercise date, Optionee's personal representative or the person entitled to succeed to the Option) shall have the right at any time within three (3) months following such termination of employment office or the remaining term of th...is Option, whichever is the lesser, to exercise in whole or in part this Option to the extent, but only to the extent, that this Option was exercisable as of the date of termination of employment office and had not previously been exercised; provided, however: (i) if Optionee is permanently disabled (within the meaning of Section 22(e)(3) of the Code) at the time of termination, the foregoing three (3) month period shall be extended to six (6) months; one (1) year; or (ii) if Optionee is terminated "for cause" as for "Cause" (as defined in any applicable employment, or in the absence of an employment agreement then defined as (i) Optionee's conviction of or entrance of a plea of guilty or nolo contendere to a felony; or (ii) Optionee is engaging or has engaged in material fraud, material dishonesty, or other acts of willful and continued misconduct in connection with the business affairs of the Company, below) this Option shall automatically terminate as to all Shares covered by this Option not exercised prior to termination. Unless earlier terminated, all rights under this Option shall terminate in any event on the expiration date of this Option as Expiration Date. (b) If the term "Cause" is defined in Section any employment agreement between the Optionee and the Company, then such definition shall be used. In all other cases "Cause" in this Agreement means (i) an intentional act of fraud, embezzlement, theft or any other material violation of law that occurs during or in the course of Optionee's employment or office with Company; (ii) intentional damage to the Company's assets; (iii) intentional disclosure of Company's confidential information contrary to the Company's policies; (iv) breach of Optionee's obligations to the Company; (v) intentional engagement in any competitive activity which would constitute a breach of Optionee's duty of loyalty or of Optionee's obligations to the Company; (vi) intentional breach of any of Company's policies; (vii) the willful and continued failure to substantially perform Optionee's duties for Company (other than as a result of incapacity due to physical or mental illness); or (viii) willful conduct by Optionee that is demonstrably and materially injurious to the Company, monetarily or otherwise. 4 hereof. -2- 8. Death of Optionee. If the Optionee shall die while in the employ holding office of the Company, Optionee's personal representative or the person entitled to Optionee's rights hereunder may at any time within six (6) months one (1) year after the date of Optionee's death, or during the remaining term of this Option, whichever is the lesser, exercise this Option and purchase Shares to the extent, but only to the extent, that Optionee could have exercised this Option as of the date of Optionee's death; provided, in any case, that this Option may be so exercised only to the extent that this Option has not previously been exercised by Optionee. View More
Termination of Employment. If Optionee shall cease to be employed by the Company as a result of a Change of Control (as defined in the Retention Agreement) or after the one year anniversary of the date hereof as a result of an Involuntary Termination (as defined in the Retention Agreement), the vesting of this Option shall be accelerated to provide for full vesting. If Optionee shall cease to be employed by the Company for any reason, whether voluntarily or involuntarily, reason other than Change of Control, Involuntary T...ermination or by his or her death, (a) vesting of the Shares pursuant to Section 5 shall immediately cease; and (b) Optionee (or if the Optionee shall die after such termination, but prior to such exercise date, Optionee's personal representative or the person entitled to succeed to the Option) shall have the right at any time within three (3) months following such termination of employment or the remaining term of this Option, whichever is the lesser, to exercise in whole or in part this Option to the extent, but only to the extent, that this Option was exercisable as of the date of termination of employment and had not previously been exercised; provided, however: (i) if Optionee is permanently disabled (within the meaning of Section 22(e)(3) of the Code) at the time of termination, the foregoing three (3) month period shall be extended to six (6) months; or (ii) if Optionee is terminated "for cause" as defined in any applicable employment, or in the absence of an employment agreement then defined as (i) Optionee's conviction of or entrance of a plea of guilty or nolo contendere to a felony; or (ii) Optionee is engaging or has engaged in material fraud, material dishonesty, or other acts of willful and continued misconduct in connection with the business affairs of the Company, this Option shall automatically terminate as to all Shares covered by this Option not exercised prior to termination. Unless earlier terminated, all rights under this Option shall terminate in any event on the expiration date of this Option as defined in Section 4 hereof. -2- 8. Death of Optionee. If the Optionee shall die while in the employ of the Company, Optionee's personal representative or the person entitled to Optionee's rights hereunder may at any time within six (6) months after the date of Optionee's death, or during the remaining term of this Option, whichever is the lesser, exercise this Option and purchase Shares to the extent, but only to the extent, that Optionee could have exercised this Option as of the date of Optionee's death; provided, in any case, that this Option may be so exercised only to the extent that this Option has not previously been exercised by Optionee. months. View More
Termination of Employment. If Optionee shall cease to be employed by the Company for any reason, whether voluntarily or involuntarily, other than by his or her death, Optionee (or if the Optionee shall die after such termination, but prior to such exercise date, Optionee's personal representative or the person entitled to succeed to the Option) shall have the right at any time within three (3) months following such termination of employment or the remaining term of this Option, whichever is the lesser, to exercise in whol...e or in part this Option to the extent, but only to the extent, that this Option was exercisable as of the date of termination of employment and had not previously been exercised; provided, however: (i) if Optionee is permanently disabled (within the meaning of Section 22(e)(3) of the Code) at the time of termination, the foregoing three (3) month period shall be extended to six (6) months; or (ii) if Optionee is terminated "for cause" as defined in or by the terms of the Plan or this Option Agreement or by any applicable employment, or in the absence of an employment agreement then defined as (i) Optionee's conviction of or entrance of a plea of guilty or nolo contendere to a felony; or (ii) between the Optionee is engaging or has engaged in material fraud, material dishonesty, or other acts of willful and continued misconduct in connection with the business affairs of the Company, this Option shall automatically terminate as to all Shares covered by this Option not exercised prior to termination. Unless earlier terminated, all rights under this Option shall terminate in any event on the expiration date of this Option as defined in Section 4 hereof. -2- 8. Death of Optionee. If the Optionee shall die while in the employ of the Company, Optionee's personal representative or the person entitled to Optionee's rights hereunder may at any time within six (6) months after the date of Optionee's death, or during the remaining term of this Option, whichever is the lesser, exercise this Option and purchase Shares to the extent, but only to the extent, that Optionee could have exercised this Option as of the date of Optionee's death; provided, in any case, that this Option may be so exercised only to the extent that this Option has not previously been exercised by Optionee.View More
Termination of Employment. In the event the Employee's employment is terminated prior to the end of the Retention Period, this Performance Award and any LTI Account under the Deferred Compensation Plan shall be immediately and irrevocably forfeited, unless the Employee's employment is terminated under the circumstances described below. In the event the Employee's employment is terminated prior to the end of the Performance Period by reason of a Qualifying Termination, the Retention Period shall end on the date of the Qual...ifying Termination. In the event the Employee incurs a Qualifying Termination before the end of the Performance Period, the LTI Account shall be credited with a pro-rata portion (based on the amount of time elapsed between the beginning of the Performance Period and the date of termination) of the Cash Value determined under paragraph 5 above.View More
Termination of Employment. In the event the Employee's employment is terminated prior to the end of the Retention Period, this Performance Award and any LTI Account under the Deferred Compensation Plan shall be immediately and irrevocably forfeited, unless the Employee's employment is terminated under the circumstances described below. In the event the Employee's employment is terminated prior to the end of the Performance Retention Period by reason of Disability (as defined below) or death (each, a Qualifying Termination..., "Qualifying Termination"), the Retention Period shall end on the date of the Qualifying Termination. In the event the Employee incurs a Qualifying Termination before the end of the Performance Period, the LTI Account shall be credited with a pro-rata portion (based on the amount of time elapsed between the beginning of the Performance Period and the date of termination) of the Cash Value determined under paragraph 5 3 above. "Disability" shall mean any physical or mental condition which would qualify the Employee for a disability benefit under any long-term disability plan maintained by the Company or any Affiliate then employing the Employee. View More
Termination of Employment. Notwithstanding any other provision of the Plan to the contrary, upon the termination of the Grantee's employment with the Company and its subsidiaries for any reason whatsoever (other than death), the Award, to the extent not yet vested, shall immediately and automatically terminate; provided, however, that the Committee may, in its sole and absolute discretion agree to accelerate the vesting of the Award, upon termination of employment or otherwise, for any reason or no reason, but shall have ...no obligation to do so. For purposes of the Plan and the Award, a termination of employment shall be deemed to have occurred on the date upon which the Grantee ceases to perform active employment duties for the Company or its subsidiaries following the provision of any notification of termination or resignation from employment, and without regard to any period of notice of termination of employment (whether expressed or implied) or any period of severance or salary continuation. Notwithstanding any other provision of the Plan, the Award, this Agreement or any other agreement (written or oral) to the contrary, the Grantee shall not be entitled (and by accepting an Award, thereby irrevocably waives any such entitlement) to any payment or other benefit to compensate the Grantee for the loss of any rights under the Plan as a result of the termination or expiration of an Award in connection with any termination of employment. No amounts earned pursuant to the Plan or any Award shall be deemed to be eligible compensation in respect of any other plan of the Company or any of its subsidiaries.View More
Termination of Employment. (a) Notwithstanding any other provision of the Plan to the contrary, upon the termination of the Grantee's Participant's employment with the Company and its subsidiaries for any reason whatsoever (other than death), reason, the Award, to the extent not yet vested, shall immediately and automatically terminate; terminate and be forfeited for no consideration; provided, however, that the Committee Board may, in its sole and absolute discretion agree to accelerate the vesting of the Award, upon ter...mination of employment or otherwise, for any reason or no reason, but shall have no obligation to do so. (b) For purposes of the Plan and the Award, a termination of employment shall be deemed to have occurred on the date upon which the Grantee Participant ceases to perform active employment duties for the Company or its subsidiaries following the provision of any notification of termination or resignation from employment, and without regard to any period of notice of termination of employment (whether expressed or implied) or any period of severance or salary continuation. The occurrence of a termination of employment shall be determined by the Board in accordance with Section 3 of the Plan. Notwithstanding any other provision of the Plan, the Award, this Agreement or any other agreement (written or oral) to the contrary, the Grantee Participant shall not be entitled (and by accepting an Award, thereby irrevocably waives any such entitlement) to any payment or other benefit to compensate the Grantee Participant for the loss of any rights under the Plan as a result of the termination or expiration of an Award in connection with any termination of employment. No amounts earned pursuant to the Plan or any Award shall be deemed to be eligible compensation in respect of any other plan of the Company or any of its subsidiaries. View More
Termination of Employment. Notwithstanding any other provision of the Plan to the contrary, upon the termination of the Grantee's employment with the Company and its subsidiaries for any reason whatsoever (other than death), the Award, to the extent not yet vested, shall immediately and automatically terminate; provided, however, that the Committee may, in its sole and absolute discretion agree to accelerate the vesting of the Award, upon termination of employment or otherwise, for any reason or no reason, but shall have ...no obligation to do so. For so.For purposes of the Plan and the Award, a termination of employment shall be deemed to have occurred on the date upon which the Grantee ceases to perform active employment duties for the Company or its subsidiaries following the provision of any notification of termination or resignation from employment, and without regard to any period of notice of termination of employment (whether expressed or implied) or any period of severance or salary continuation. Notwithstanding any other provision of the Plan, the Award, this Agreement or any other agreement (written or oral) to the contrary, the Grantee shall not be entitled (and by accepting an Award, thereby irrevocably waives any such entitlement) to any payment or other benefit to compensate the Grantee for the loss of any rights under the Plan as a result of the termination or expiration of an Award in connection with any termination of employment. No amounts earned pursuant to the Plan or any Award shall be deemed to be eligible compensation in respect of any other plan of the Company or any of its subsidiaries. subsidiaries.7. No Assignment. Except as expressly permitted under the Plan, this Agreement may not be assigned by the Grantee by operation of law or otherwise.8. No Rights to Continued Employment. Neither this Agreement nor the Award shall be construed as giving the Grantee any right to continue in the employ of the Company or any of 8Form of WEX Inc. Restricted Stock Unit Agreement under the WEX Inc. 2019 Equity and Incentive Plan its subsidiaries, or shall interfere in any way with the right of the Company to terminate such employment.9. Governing Law. This Agreement and the legal relations between the parties shall be governed by and construed in accordance with the internal laws of the State of Delaware, without effect to the conflicts of laws principles thereof.10. Tax Obligations. (a)As a condition to the granting of the Award and the vesting thereof, the Grantee acknowledges and agrees that he/she is responsible for the payment of income and employment taxes (and any other taxes) payable in connection with the vesting of an Award. Accordingly, the Grantee agrees to remit to the Company or any applicable subsidiary an amount sufficient to pay such taxes required to be withheld by the Company. Such payment shall be made to the Company or the applicable subsidiary of the Company in a form that is reasonably acceptable to the Company, as the Company may determine in its sole discretion. (b)Notwithstanding 10(a), the Company will retain and withhold from delivery at the time of vesting that number of shares of Company Stock having a fair market value equal to the taxes required to be withheld by the Company from the Grantee, which retained shares shall fund the payment of such taxes by the Company on behalf of the Grantee. View More
Termination of Employment. Notwithstanding any other provision of the Plan to the contrary, upon the termination of the Grantee's Participant's employment with the Company and its subsidiaries for any reason whatsoever (other than death), whatsoever, the Award, to the extent not yet vested, shall immediately and automatically terminate; provided, however, that the Committee may, in its sole and absolute discretion agree to accelerate the vesting of the Award, upon termination of employment or otherwise, for any reason or ...no reason, but shall have no obligation to do so. For purposes of the Plan and the Award, a termination of employment shall be deemed to have occurred on the date upon which the Grantee Participant ceases to perform active employment duties for the Company or its subsidiaries following the provision of any notification of termination or resignation from employment, and without regard to any period of notice of termination of employment (whether expressed or implied) or any period of severance or salary continuation. Notwithstanding any other provision of the Plan, the Award, this Agreement or any other agreement (written or oral) to the contrary, the Grantee Participant shall not be entitled (and by accepting an Award, thereby hereby irrevocably waives any such entitlement) to any payment or other benefit to compensate the Grantee Participant for the loss of any rights under the Plan as a result of the termination or expiration of an Award in connection with any termination of employment. No amounts earned pursuant to the Plan or any Award shall be deemed to be eligible compensation in respect of any other plan of the Company or any of its subsidiaries. The Participant hereby waives all and any rights to compensation or damages in consequence of the termination of Participant's office or employment with the Company or any applicable subsidiary for any reasons whatsoever (whether lawful or unlawful and including, without prejudice to the generality of the foregoing, in circumstances giving rise to a claim for wrongful dismissal) insofar as those rights arise or may arise from his ceasing to have rights under or being entitled to the vesting of the Award as a result of such termination, or from the loss or diminution in value of such rights or entitlements. View More
Termination of Employment. 5.1 Expiration of the Term, for Cause or Without Good Reason. 5.2 Without Cause or for Good Reason. 5.3 Death or Disability. 5.4 Change in Control Termination. 5.5 Notice of Termination. 5.6 Termination Date. 5.7 Mitigation. 5.8 Resignation of All Other Positions. 5.9 Section 280G .
Termination of Employment. 5.1 Expiration of the Term, for Cause or Without Good Reason. 5.2 Without Cause or for Good Reason. 5.3 Death or Disability. 5.4 Change in Control Termination. 5.5 Notice of Termination. 5.6 Termination Date. 5.7 Mitigation. 5.8 Resignation of All Other Positions. 5.9 Section 280G . 280G.
Termination of Employment. 5.1 Expiration of the Term, for Cause or Without Good Reason. 5.2 Without Cause or for Good Reason. 5.3 Death or Disability. 5.4 Change in Control Termination. 5.5 Notice of Termination. 5.6 Termination Date. 5.7 Mitigation. 5.8 Resignation of All Other Positions. 5.9 Section 280G . 280G.
Termination of Employment. 5.1 Expiration of the Term, 5.1Termination for Cause or Without Good Reason. 5.2 Without Cause or for Good Reason. 5.3 Death 5.3Death or Disability. 5.4 Change 5.4Change in Control Termination. 5.5 Notice 5.5Notice of Termination. 5.6 Termination 5.6Termination Date. 5.7 Mitigation. 5.8 Resignation 5.8Resignation of All Other Positions. 5.9 Section 280G . 5.9Section 280G.
