Termination of Employment Clause Example with 34 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. 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
Found in Atlantic Capital Bancshares, Inc. contract

Variations of a "Termination of Employment" Clause from Business Contracts

Termination of Employment. The Option shall not be exercised unless If Participant's Employment with 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 Company or any Affiliate, as continuing intact applicable, terminates for any period that reason, then 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 unvested portion of the Option that is unexercised PSUs shall be cancelled immediately and unvested on the Participant's Termination Date Participant shall immediately vest and become exercisable. The Option must be exercised, if at all, prior forfeit any rights to the close of the Option Period. In the event of the Participant's death, the Option shall be exercisable by PSUs subject to 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. unvested portion. View More
Found in Taylor Morrison Home Corp contract
Termination of Employment. The Option shall not be exercised unless If Participant's Employment with 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 Company or any Affiliate, as continuing intact applicable, terminates for any period that reason, then 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 unvested portion of the Option that is unexercised RSUs shall be cancelled immediately and unvested on the Participant's Termination Date Participant shall immediately vest and become exercisable. The Option must be exercised, if at all, prior forfeit any rights to the close of the Option Period. In the event of the Participant's death, the Option shall be exercisable by RSUs subject to 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. unvested portion. View More
Found in Taylor Morrison Home Corp contract
Termination of Employment. The Option shall not be exercised unless (a)Except as otherwise provided herein or as otherwise provided in an employment agreement, consulting agreement or other written agreement between the Participant is, at and the time Company or any of exercise, an Employee its Affiliates, upon any termination of employment, any remaining unvested portion of the RSU shall be cancelled immediately 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 immediately forfeit any period that the Participant is on military or sick leave or other bona fide leave of absence, provided that the period of rights to RSUs subject to such leave does not exceed 90 days, or, if longer, as long as remaining unvested portion. (b)If the Participant's right to reemployment is guaranteed either by statute employment or by contract. The employment relationship of service with 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 Company 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 its Affiliates terminates 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 RSU 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 cancelled immediately 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 immediately forfeit any rights 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 RSUs subject to 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. unvested portion. View More
Found in vTv Therapeutics Inc. contract
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 Except as otherwise provided in Section 13 of the Participant shall be treated Plan, if Participant's Employment with the Company or any Affiliate, as continuing intact applicable, terminates for any period that reason, then the Participant is on military or sick lea...ve 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 unvested portion of the Option that is unexercised shall be cancelled immediately and unvested on the Participant's Termination Date Participant shall immediately vest and become exercisable. The Option must be exercised, if at all, prior forfeit any rights to the close of the Option Period. In the event of the Participant's death, the Option shall be exercisable by Shares subject to 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. unvested portion. View More
Found in Taylor Morrison Home Corp contract
Termination of Employment. The Option shall not be exercised unless If the Participant is, at Participant's employment with the time of exercise, an Employee Company 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 its Affiliates terminates for any period that reason, 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 unvested 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 cancelled immediately 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 immediately forfeit any rights 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 Shares subject to 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. unvested portion. View More
Found in 2 Contracts from Wayne Farms, Inc.
Termination of Employment. The Option shall not be exercised unless the Participant is, at the time of exercise, Except as otherwise provided below (or as otherwise provided in 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 written agreement with the Corporation or an Affiliate, if any, or (ii) if between 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, Company or any of its Subsidiaries), if the Participant's employment or service with the Company or any Subsidiary, as applicable, terminates for any reason, then the unvested portion of the Option shall be deemed cancelled immediately and the Participant shall immediately forfeit any rights 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. Option Shares subject to such unvested portion. View More
Found in HC2 HOLDINGS, INC. contract
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 with the Company or any Affiliate, as applicable, terminates for any reason, then the unvested portion of the Option shall be deemed cancelled immediately and the Participant shall immediately forfeit any rights 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. Option Shares subject to such unvested portion. View More
Found in UNIVERSAL AMERICAN CORP. contract
Termination of Employment. The Option shall not be exercised unless the Participant is, at the time of exercise, Except as otherwise provided herein (or as otherwise provided in 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 written agreement with the Corporation or an Affiliate, if any, or (ii) if between 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, Company or any of its Affiliates), if the Participant's employment or service with the Company or any Affiliate, as applicable, terminates for any reason, then the unvested portion of the Option shall be deemed cancelled immediately and the Participant shall immediately forfeit any rights 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. Option Shares subject to such unvested portion. View More
Found in 2 Contracts from HEMISPHERE MEDIA GROUP, INC.
Termination of Employment. The For Vincent Viola and Douglas A. Cifu: (a) If 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, then 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, 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 its Affiliates terminates 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) Shares subject to such unvested portion. For all other Participants: If the Participant's employment with the Company and its Affiliates terminates for any reason, the unvested portion of the Participant is terminated for Cause, the Option shall lapse be cancelled immediately 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 shall immediately forfeit 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 rights 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 Option Shares subject 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
Found in 2 Contracts from Virtu Financial, Inc.
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
Found in 2 Contracts from Intelsat S.A.