Termination of Employment Clause Example with 11 Variations from Business Contracts
This page contains Termination of Employment clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Termination of 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
Variations of a "Termination of Employment" Clause from Business Contracts
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. (a) Subject (a)Subject to Section 7(c) or Section 7(d) 5(b) below, in the event that the Participant's employment with the Company Group terminates for any reason, any unvested portion Performance Shares that are not vested as of the Option effective date of termination (the "Termination Date") shall be forfeited and all of the Participant's rights hereunder with respect to such unvested portion of the Option Performance Shares shall terminate cease as of the effective date of termination (the "...Termination Date") Termination Date (unless otherwise provided for by the Committee in accordance with the Plan). (b) If (b)If the Participant's employment is terminated with the Company Group terminates for any reason after the Performance Period and before the Determination Date (other than a termination by any member of the Company Group for Cause or by the Participant when while grounds existed for Cause at the time thereof, the vested exist), then all Performance Shares shall remain outstanding 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 eligible to all of the Shares subject vest based on (and to the Option if extent) the Participant's employment with Hilton Committee determines that the Company Group shall be terminated: (i) by Performance Conditions have been satisfied on 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 Determination Date. (c)The Participant's rights with respect to the Option Performance Shares 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 been 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). Performance Shares). View More
Termination of Employment. (a) Subject to Section 7(c) or Section 7(d) 5(b) below, in the event that the Participant's employment with the Company Group terminates for any reason, any unvested portion Performance Shares that are not vested as of the Option effective date of termination (the "Termination Date") shall be forfeited and all of the Participant's rights hereunder with respect to such unvested portion of the Option Performance Shares shall terminate cease as of the effective date of termination (the "Termination... Date") Termination Date (unless otherwise provided for by the Committee in accordance with the Plan). (b) If the Participant's employment is terminated with the Company Group terminates for any reason after the Performance Period and before the Determination Date (other than a termination by any member of the Company Group for Cause or by the Participant when while grounds existed for Cause at exist), then all Performance Shares shall remain outstanding and eligible to vest based on (and to the time thereof, extent) the vested and unvested portions of Hilton Committee's determination that the Option shall terminate as of Performance Conditions have been satisfied on the Termination Determination 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 Performance Shares 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 been 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). Performance Shares). View More
Termination of Employment. (a) Subject to Section 7(c) 3(b) or Section 7(d) 3(c) 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"). (a) 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(b)(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) 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) 5(b) below, in the event that the Participant's employment with the Company Group terminates for any reason, any unvested portion of the Option RSUs shall be forfeited and all 2 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 accordance with the Plan). (b) If the Partici...pant'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 terminate as of the Termination Date. (c) The Option All RSUs granted hereunder shall become immediately fully vested and exercisable as of the Termination Date as to all of the Shares subject to the Option and settled in accordance with Section 5(c) 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 the Participant's death; or (ii) by the Company Group without Cause if such termination of the 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 (c) Notwithstanding any provision of this Agreement to 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, contrary, any RSU which becomes vested in accordance with Section 5(b) shall thereafter be settled and 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 respective Shares issued 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 accordance 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) 12. (d) 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 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 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). View More
Termination of Employment. (a) Subject (a)Subject to Section 7(c) 5(b) or Section 7(d) 5(c) below, in the event that the Participant's employment 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 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 terminate as of the Termination Date. (c) The Option (b)All RSUs granted hereunder shall become immediately fully vested and exercisable as of the Termination Date as to all of the Shares subject to the Option and settled in accordance with Section 5(d) if the Participant's employment with the Company Group shall be terminated: (i) by (i)by any member of the Company Group due to or during the Participant's Disability or due to the Participant's death; or (ii) by (ii)by any member of the Company Group without Cause if such termination of Participant's employment occurs within 12 months following a Change in Control (for or by the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder). (d) In Participant with Good Reason. (c)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 all RSUs granted hereunder shall continue to vest and become exercisable, vest, 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, 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 (d)Notwithstanding any provision of this Agreement to 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 contrary, any RSU which becomes vested before, on, in accordance with Section 5(b) or after Section 5(c) shall thereafter be settled and the Termination Date) shall remain exercisable for five years after respective Shares issued to the Termination Date (but Participant in no event beyond the Option Period), and (iii) the Participant's employment accordance 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 12. (e)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 so long as the Participant continues to be an employee of any member 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 3 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). View More
Termination of Employment. (a) Subject (a)Subject to Section 7(c) 5(b) or Section 7(d) 5(c) below, in the event that the Participant's employment 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 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 terminate as of the Termination Date. (c) The Option (b)All RSUs granted hereunder shall become immediately fully vested and exercisable as of the Termination Date as to all of the Shares subject to the Option and settled in accordance with Section 5(d) if the Participant's employment with the Company Group shall be terminated: (i) by (i)by the Company Group due to or during the Participant's Disability or due to the Participant's death; or (ii) by (ii)by the Company Group without Cause if such termination of the 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 (c)In the event the Participant's employment with the Company Group terminates is terminated as a result of the Participant's Retirement after the date that is six months after the Pre-Spin Award Grant Date, the Option all RSUs granted hereunder shall continue to vest and become exercisable, vest, 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, 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 (d)Notwithstanding any provision of this Agreement to 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 contrary, any RSU which becomes vested before, on, or after in accordance with Section 5(b) and 5(c) shall thereafter be settled and the Termination Date) shall remain exercisable for five years after respective Shares issued to the Termination Date (but Participant in no event beyond the Option Period), and (iii) the Participant's employment accordance 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 12. (e)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 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 3 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). View More
Termination of Employment. (a) Subject (a)Subject to Section 7(c) 5(b) or Section 7(d) 5(c) below, in the event that the Participant's employment 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 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 terminate as of the Termination Date. (c) The Option (b)All RSUs granted hereunder shall become immediately fully vested and exercisable as of the Termination Date as to all of the Shares subject to the Option and settled in accordance with Section 5(d) if the Participant's employment with the Company Group shall be terminated: (i) by (i)by the Company Group due to or during the Participant's Disability or due to the Participant's death; or (ii) by (ii)by the Company Group without Cause if such termination of the 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 (c)In the event the Participant's employment with the Company Group terminates is terminated as a result of the Participant's Retirement after the date that is six months after the Pre-Spin Award Grant Date, the Option all RSUs granted hereunder shall continue to vest and become exercisable, vest, 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, 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 (d)Notwithstanding any provision of this Agreement to 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 contrary, any RSU which becomes vested before, on, or after in accordance with Section 5(b) and 5(c) shall thereafter be settled and the Termination Date) shall remain exercisable for five years after respective Shares issued to the Termination Date (but Participant in no event beyond the Option Period), and (iii) the Participant's employment accordance 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 12. (e)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 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 3 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). 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 and its Subsidiaries is terminated 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). Plan, ...and except for any Option that is eligible to vest after the Termination Date pursuant to the Award Notice, which Option, if any, shall remain outstanding until the later of (x) the date such Option is no longer able to become vested in accordance with the terms of the Award Notice, or (y) 90 days following the date such Option becomes vested). (b) If Notwithstanding any portion of this Agreement to the contrary, if the Participant's employment is terminated by any member of the Company Group for or any Subsidiary with 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 and its Subsidiaries 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) 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 and its Subsidiaries is terminated for any other reason (subject to Section 7(b)), each outstanding vested Option shall remain exercisable for ninety (90) 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) (d) 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 3 employee of the Company Group. or any of its Subsidiaries. Whether (and the circumstances under which) employment has been 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 Securities Exchange Act, Act of 1934, 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
