Termination of Employment Contract Clauses (4,973)

Termination of Employment. a.In the event that the Grantee's employment with the Company is terminated prior to the Exercise Date due to death or disability (as defined in Section 409A of the Code), involuntary separation from service by the Company other than for Cause, a separation from service for Good Reason (as defined in the Grantee's Change in Control Agreement), or the Grantee's Retirement (as defined below), the Grantee or, in case of death, the Grantee's beneficiary, shall be entitled to payment of a pro-rated a...mount that otherwise would have been paid hereunder. The pro-rated amount shall be determined by reducing the number of Shares subject to the SAR by multiplying such number by a fraction, the numerator of which is the number of days that the Grantee was employed by the Company between the Grant Date and the Exercise Date, and the denominator of which is the number of days between the Grant Date and the Exercise Date. The payment shall occur as soon as administratively feasible after the Exercise Date, but in no event later than December 31, 2023. b.If the Grantee incurs a termination of employment for any other reason (not set forth above) prior to the Exercise Date, including a voluntary termination of employment without Good Reason, or termination for Cause, the SAR will automatically be forfeited. View More

Termination of Employment. Executive hereby agrees and recognizes that, as of the Termination Date, his employment relationship with the Company has been permanently and irrevocably severed and all officer, director and fiduciary positions with the Company or any of its affiliates, including with respect to any benefit plan sponsored by or contributed to by the Company or any of its affiliates, held by the Executive terminated effective as of the Termination Date. Executive shall execute any document reasonably requested ...to effect his resignation from his officer and other positions with the Company. View More

Termination of Employment. (a) Death or Disability. For a Participant whose employment is terminated due to death or Total Disability, the Participant shall be paid his/her/their bonus based on the Participant's earnings during the portion of the year the Participant was employed. In the event of death, the payment will be made to the Participant's designated beneficiary or estate. Such bonus payment shall be made on the Payment Date for the Plan year in which the death or disability occurs. The term "Total Disability" me...ans a mental or physical impairment which is expected to result in death or which has lasted or is expected to last for a continuous period of 12 months or more and which causes the Participant to be unable, in the opinion of the Company, to perform his/her/their duties as an employee or officer of the Company. Total Disability shall be deemed to have occurred on the first day after the Company has made a determination of Total Disability. For equity Participants, the Participant shall not be entitled to receive any shares with respect to any PSUs as to which the applicable EBITDA hurdle vesting requirements have not been satisfied as of the employment termination date. Once the STIP components have been confirmed to have met the applicable performance metrics, share vesting will occur. (b) Other Terminations. Except as expressly provided in Section 11(a) and as otherwise required by law, termination of employment by a Participant or termination of a Participant's employment by the Company for any reason or no reason shall result in no bonus payment for the fiscal year in which such termination occurs and, if such termination occurs before the Payment Date for the prior plan year, forfeiture of any bonus for such year. View More

Termination of Employment. In the event your employment with the Company terminates: (i) for Cause, you shall forfeit your right to receive any unpaid vested portion of the Retention Bonus and any unvested portion of the Retention Bonus, (ii) due to your resignation without Good Reason, any vested portion of the Retention Bonus, if any, to the extent unpaid, will be paid to you in accordance with Section 1 above and or (iii) due to a Qualifying Termination, any (x) vested portion of the Retention Bonus, if any, to the ext...ent unpaid, will be paid to you in accordance with Section 1 above, (y) the next unvested tranche of the Retention Bonus that would have been eligible to vest had you been employed on the next Vesting Date, will automatically vest and be paid to you on the first payroll date on or following the sixtieth (60) day following your termination of employment, if, and only if, you execute (or, if applicable, your legal representative or estate executes) a general release of claims in favor of the Company and its affiliates in a form provided by the Company (the "Release") and such Release becomes irrevocable, within fifty-nine (59) days following your termination of employment, and (z) you shall forfeit your right to receive any unvested portion of the Retention Bonus after taking into effect Section 2(iii)(y) above. For the avoidance of doubt, if your employment with the Company terminates due to a Qualifying Termination but you do not (or, if applicable, your legal representative or estate does not) execute and deliver the Release in a timely manner so as to permit any revocation period to expire prior to the end of such fifty-nine day period (or if such Release is revoked in accordance with its terms), you shall not be entitled to the vesting described in Section 2(iii)(y) and shall forfeit your right to receive any unvested portion of the Retention Bonus.1 3. Conditions. As a condition to entering into this Agreement, you hereby agree to waive any and all participation in any annual bonus plan and long-term incentive plan established by the Company for the 2021 calendar year. View More

Termination of Employment. An Executive's employment with the Company may be terminated as follows: (A) By the Company. (i) The Company may terminate the Executive's employment for Cause by giving the Executive thirty (30) days' advance written notice, subject, however, to the Executive's opportunity to cure any ongoing breach, which is capable of being cured, giving rise to the Company's for Cause decision. (ii) The Company may terminate the Executive's employment with the Company for any reason other than Cause, death o...r Disability, by giving the Executive ninety (90) days' advance notice in writing. The Company may choose to pay the Executive the compensation Executive would have otherwise received during such ninety (90) day period in lieu of providing such notice. Such a termination shall be regarded as an Involuntary Termination of the Executive. Any waiver of notice shall be valid only if it is made in writing and expressly refers to the applicable notice requirement of this Section. (B) By the Executive. (i) Involuntary Termination. The Executive may terminate his or her employment with the Company by reason of Involuntary Termination by giving the Company thirty (30) days' advance written notice, subject, however, to the Company's ability to cure any Involuntary Termination event during the Company Cure Period defined in this Policy. (ii) Voluntary Resignation. The Executive may tender his or her Voluntary Resignation by giving the Company ninety (90) days' advance written notice, which period may be waived or reduced at the Company's option. Executive's Employment shall terminate at the end of the notice period or such shorter period as reduced by the Company. Any waiver or reduction of notice shall be valid only if it is made in writing or by electronic mail. Executive Severance Policy (C) By Death. The Executive's employment shall terminate immediately in the event of his or her death. (D) By Disability. The Executive's employment shall terminate immediately in the event of his or her Disability. View More

Termination of Employment. If the employment of a Participant is terminated for any reason, including death, disability, or retirement, the entire balance in the Participant's Recordkeeping Account will be refunded in cash to the Participant within 30 days after the date of termination of employment. For purposes of the Plan, a Participant will not be deemed to have terminated employment while the Participant is on sick leave, military leave or other leave of absence approved by the Company. Where the period of leave exce...eds 90 days and the Participant's right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the ninety-first day of such leave. View More

Termination of Employment. (a) In General. Except as otherwise provided herein or otherwise determined by the Committee, if the Participant's employment with the Company and its Affiliates terminates for any reason, all unvested Time-Vesting RSUs and Performance-Vesting RSUs and unvested Performance Shares shall be canceled immediately upon termination of employment with the Company and its Affiliates and the Participant shall not be entitled to receive any payments with respect thereto. (b) Time-Vesting RSUs. Notwithstan...ding anything to the contrary contained in this Agreement, (i) upon the earliest to occur of (x) the consummation of a Change of Control and (y) the date the Participant no longer is employed by the Company or any of its Affiliates (other than due to termination by the Company or any of its Affiliates for Cause, by the Participant without Good Reason or due to death or Disability), 100% of the Time-Vesting RSUs shall be vested upon the occurrence of such event, and (ii) if the Participant no longer is employed by the Company or any of its Affiliates due to the Participant's death or Disability, the portion of each issuance of the Participant's then-unvested Time-Vesting RSUs, if any, that, absent termination, would have vested within one year following such termination of employment will become fully vested on the date of such termination of employment. Any Time-Vesting RSUs that become vested pursuant to this Section 3(b) shall be settled in an equal number of shares of Common Stock within 30 days following the date of termination. (c) Performance-Vesting RSUs. Notwithstanding anything to the contrary contained in this Agreement, with respect to the Performance-Vesting RSUs, upon the date the Participant no longer is employed by the Company or any of its Affiliates for any reason (other than due to termination by the Company for Cause or by the Participant without Good Reason), the Company shall (i) remain obligated to settle any Performance-Vesting RSUs for which the Stock Price Threshold Achievement Date occurred prior to such termination of employment in Performance Shares in accordance with Section 2(b)(i), and (ii) issue to the Participant on such date of such termination of employment, a number of shares of Common Stock equal to the (A) (x) the number of Performance-Vesting RSUs, multiplied by (y) the Initial Stock Price, divided by (z) the Common Stock Price as of the date of such termination of employment, multiplied by (B) a 3 percentage, represented by a fraction, the numerator of which is the amount that the Common Stock Price as of the date of such termination of employment exceeds the last Stock Price Threshold above the Initial Stock Price achieved by the Company (or, if no such Stock Price Threshold above the Initial Stock Price has been achieved, the Initial Stock Price), and the denominator of which equals $4.50, rounded down to the nearest whole share (such shares, the "Partial Performance Shares"). Any Performance-Vesting RSUs that become earned pursuant to this Section 3(c) shall be settled in the Partial Performance Shares on, or as soon as reasonably practicable following, the date of termination (but in any event on or prior to March 15 of the calendar year following the year in which the date of termination occurs). Notwithstanding anything to the contrary set forth herein, the Performance Shares described in this subsection (c) and the Partial Performance Shares shall be fully vested on the date of grant. (d) Performance Shares. Notwithstanding anything to the contrary contained in this Agreement, (i) upon the earliest to occur of (x) the consummation of a Change of Control and (y) the date the Participant no longer is employed by the Company or any of its Affiliates for any reason (other than due to termination by the Company or any of its Affiliates for Cause, by the Participant without Good Reason or due to death or Disability), 100% of the outstanding Performance Shares shall be vested upon the occurrence of such event, and (ii) if the Participant no longer is employed by the Company or any of its Affiliates due to the Participant's death or Disability, the portion of each issuance of the Participant's then-unvested Performance Shares, if any, that, absent termination, would have vested within one year following such termination of employment will become fully vested on the date of such termination of employment. View More

Termination of Employment. If a Termination Event with respect to the Grantee occurs prior to the end of the Restricted Period for any reason (other than an Accelerated Vesting Event described in Section 2(b)(ii)), then the Restricted Stock that is unvested at that time shall be forfeited to the Company under Section 3(c). Restricted Stock that is vested at such time shall not be forfeited upon such Termination Event, but shall remain subject to this Agreement. (b) Leave of Absence. In addition, if the Grantee takes a mil...itary, sick leave or other bona fide leave of absence from the Company and its subsidiaries, and the period of such leave exceeds 3 months, the Grantee will be considered to have terminated employment from the Company and its subsidiaries for purposes hereof on the later of (i) the first day immediately following such 3-month period, or (ii) the last day that the Grantee's right to reemployment following the end of such leave is guaranteed by law or contract with the Company or a subsidiary. 2 (c) Effect of Forfeiture. If Restricted Stock is forfeited, then, effective as of the time of forfeiture, such Restricted Stock shall be automatically and immediately cancelled and forfeited to the Company and shall no longer be outstanding, without payment of any consideration by the Company and without the need for notice from or any further action by the Company, and neither the Grantee nor any of Grantee's successors, heirs, assigns or personal representatives shall thereafter have any further right, title or interest in or to such forfeited Restricted Stock or the benefits of ownership thereof. GRANTEE ACKNOWLEDGES THAT IT IS HIS OR HER SOLE RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF. Notwithstanding the foregoing, if the Grantee is subject to a written agreement with the Company or its subsidiaries that contains a definition of "Cause" that is different than the definition provided herein, such as in Grantee's Employment Agreement with Superior Group of Companies, Inc., effective July 1, 2021 (the "Employment Agreement"), the definition of "Cause" in such other agreement shall apply in lieu of the definition provided herein. (b) "Disability" means permanently and totally disabled within the meaning of section 22(e)(3) of the Internal Revenue Code of 1986, as amended. (c) "Good Reason" shall have the meaning ascribed to it in Grantee's Employment Agreement. On or before the date of execution of this Agreement, Grantee shall deliver to the Company one or more stock powers endorsed in blank relating to the Restricted Stock in the form attached hereto as "Exhibit A," which will permit transfer to the Company of all or any portion of the Restricted Stock that shall be forfeited or cancelled in accordance with this Agreement. The certificates for the Restricted Stock shall bear the following legend, in addition to any other legend deemed necessary or desirable by the Committee: 3 The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Superior Group of Companies, Inc. 2013 Incentive Stock and Awards Plan and a Restricted Stock Agreement entered into between the registered owner and Superior Group of Companies, Inc. A copy of such plan and agreement is on file in the offices of, and will be made available for a proper purpose by, Superior Group of Companies, Inc. The Grantee and any other holder of the Restricted Stock hereby irrevocably constitute and appoint the Company, with full power of substitution in the premises, as their due and lawful attorney in fact (i) to transfer any Restricted Stock that is forfeited pursuant to this Agreement on the books of the Company, and (ii) take such other actions and execute such assignments, conveyances, transfers and other documents in such holder's name and on such holder's behalf as may be necessary or appropriate to effect such transfer. This power of attorney is coupled with an interest, and is irrevocable. View More

Termination of Employment. This Option shall terminate on the earliest to occur of: (i)the date of expiration hereof; (ii)0 days after termination of the Holder's employment with the Company by the Company for Cause (as defined in the Plan); (iii)90 days after the date of voluntary termination of employment by the Holder (other than for death or permanent and total disability as defined in the Plan); (iv)90 days after the date of termination of the Holder's employment with the Company by the Company without Cause (other t...han for death or permanent and total disability as defined in the Plan); or (v)one year after the "permanent and total disability"(as defined at Section 10 of the Plan) or death of the Holder. View More

Termination of Employment. Section 1 of the Retention Agreement is hereby amended and restated in its entirety to read as follows: "Cash Retention. You will be eligible to receive cash retention payments totaling up to $275,000 (the "Potential Retention Amount"), to be payable, if at all, as follows: • 50% of the Potential Retention Amount ($137,500) will be payable if you remain employed by the Company through the earlier to occur of (i) execution of an agreement providing for the merger or consolidation of the Company (...or a wholly owned subsidiary of the Company) with a non-affiliate third-party (a "Merger Transaction") or (ii) execution of an agreement providing for the sale, lease, exclusive license or other disposition of all or substantially all of the assets (tangible or intangible) of the Company and any subsidiaries taken as a whole (the "Asset Sale"); and • 50% of the Potential Retention Amount ($137,500) will be payable if you remain employed by the Company on the date of the earlier to occur of (i) the closing of a Merger Transaction or (ii) the closing of an Asset Sale. The Company will pay any portion of the Potential Retention Amount that becomes payable, less all applicable taxes and withholdings, as a lump sum payment on the first regularly scheduled payroll date following the date on which such portion of the Potential Retention Amount becomes payable. If you cease to be employed by the Company for any reason prior to the date on which any portion of the Potential Retention Amount becomes payable, then you will not be eligible to receive such portion(s) of the Potential Retention Amount." 3. No Other Amendments. Except as amended by this First Amendment, the Retention Agreement remains unaltered and all other terms of the Retention Agreement shall remain in full force and effect. View More