Termination of Employment Contract Clauses (4,973)
Grouped Into 164 Collections of Similar Clauses From Business Contracts
This page contains Termination of Employment clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Termination of Employment. In the event of the Grantee's termination of service with the Company and its Affiliates that is a "separation from service" within the meaning of section 409A of the Code and applicable Treasury Regulations issued under section 409A, all unvested Restricted Stock Units will vest or be forfeited according to the terms and conditions of the Grant Schedule, unless the Grantee's employment agreement provides for a result that is more favorable to the Grantee. To the extent compliance with the requi...rements of Treasury Regulation § 1.409A-3(i)(2) is necessary to avoid the application of an additional tax under section 409A of the Code to the issuance of Shares to the Grantee, then any issuance of Shares to the Grantee that would otherwise be made during the six-month period beginning on the date of such termination will be deferred and delivered to the Grantee immediately following the lapse of such six-month period.View More
Termination of Employment. In the event of the Grantee's your termination of service with the Company and its Affiliates that is a "separation from service" within the meaning of section 409A of the Code and applicable Treasury Regulations issued under section 409A, all unvested Restricted Stock Units will vest or be forfeited according to the terms and conditions of the Grant Schedule, unless the Grantee's your employment agreement provides for a result that is more favorable to the Grantee. you. To the extent compliance... with the requirements of Treasury Regulation § 1.409A-3(i)(2) is necessary to avoid the application of an additional tax under section 409A of the Code to the issuance of Shares to the Grantee, you, then any issuance of Shares to the Grantee you that would otherwise be made during the six-month period beginning on the date of such termination will be deferred and delivered to the Grantee you immediately following the lapse of such six-month period. View More
Termination of Employment. If Employee's employment with the Company is terminated for any reason, whether voluntarily or involuntarily, Employee shall promptly, regardless of whether requested by Company to do so at the time of Employee's termination: A.Inform the Company of and deliver to the Company all records, files, electronic data, documents, plans, reports, books, notebooks, notes, memoranda, correspondence, contracts and the like in Employee's possession, custody or control that contain any of the Company's Trade... Secrets or Confidential Information which Employee prepared, used, or came in contact with while employed by the Company; B.Inform the Company of and deliver to the Company all records, files, electronic data, documents, plans, reports, books, notebooks, notes, memoranda, correspondence, contracts and the like in Employee's possession, custody or control that pertain in any way to the business of the Company and which Employee prepared, used, or came in contact with while employed by the Company; C.Deliver to the Company all tangible property in Employee's possession, custody or control belonging to the Company, including, but not limited to, key cards, office keys, cell phone, pagers, personal digital assistants, external hard drives, thumb drives, zip drives, lap top computers and desk top computers; D.and E.Sign the Certificate of Compliance Post Termination attached hereto as Exhibit B.View More
Termination of Employment. If Employee's employment with the Company is terminated for any reason, whether voluntarily or involuntarily, Employee shall promptly, regardless of whether requested by Company to do so at the time of Employee's termination: A.Inform the Company of and deliver to the Company all records, files, electronic data, documents, plans, reports, books, notebooks, notes, memoranda, correspondence, contracts and the like in Employee's possession, custody or control that contain any of the Company's Trade... Secrets or Confidential Information which Employee prepared, used, or came in contact with while employed by the Company; B.Inform the Company of and deliver to the Company all records, files, electronic data, documents, plans, reports, books, notebooks, notes, memoranda, correspondence, contracts and the like in Employee's possession, custody or control that pertain in any way to the business of the Company and which Employee prepared, used, or came in contact with while employed by the Company; C.Deliver to the Company all tangible property in Employee's possession, custody or control belonging to the Company, including, but not limited to, key cards, office keys, cell phone, pagers, personal digital assistants, external hard drives, thumb drives, zip drives, lap top computers and desk top computers; D.and E.Sign D, and 9.Injunctive Relief. Employee acknowledges and agrees that if the Certificate Company's Trade Secrets and/or Confidential information were disclosed to a competing business or used in an unauthorized manner as provided herein, such unauthorized disclosure or use would cause immediate and irreparable harm to the Company and would give a competing business an unfair business advantage against the Company for which the Company may not have an adequate remedy at law. As such, Employee agrees that the Company shall be entitled to any proper injunction, including but not limited to temporary, preliminary, final injunctions, temporary restraining orders, and temporary protective orders, to enforce Sections 2, 3, 4 and 5 of Compliance Post Termination attached hereto as Exhibit B. this Agreement in the event of breach or threatened breach by Employee, in addition to any other remedies available to the Company at law or in equity. The restrictive covenants contained in this Agreement are independent of any other obligations between the parties, and the existence of any other claim or cause of action against the Company is not a defense to enforcement of said covenants by injunction. View More
Termination of Employment. Executive's separation shall be effective as of September 17, 2018 (the "Separation Date") and as of such date Executive shall cease to be employed by the Company and by each and every subsidiary of the Company in any capacity. This Agreement constitutes Executive's resignation on the Separation Date as an employee, officer, and/or director of, and from any other title or position with, the Company and each of the Company's subsidiaries. Executive will serve or remain on the boards of directors ...of the Company's subsidiaries and affiliates, as the Company representative, but agrees to resign from those boards at the request of Company. Executive further agrees to execute promptly upon request by the Company any additional documents necessary to effectuate the provisions of this Section 1. It is agreed that Executive's separation constitutes a transition mutually agreed between the parties and this Agreement supersedes the Employment Agreement, dated December 29, 2014, as amended November 24, 2015, between the parties (the "Employment Agreement"). Any capitalized terms not defined in this Transition Agreement shall have the meaning ascribed to such terms in the Employment Agreement.View More
Termination of Employment. Executive's separation shall be effective as of September 17, 2018 (the "Separation Date") and as of such date Executive shall cease to be employed by the Company and by each and every subsidiary or affiliate of the Company in any capacity. capacity, with the exception of AgeX Therapeutics, Inc. ("AgeX"). This Agreement constitutes Executive's resignation on the Separation Date as an employee, officer, and/or director of, and from any other title or position with, the Company and each of the Com...pany's subsidiaries. Executive will serve or remain on the boards of directors of the Company's subsidiaries and affiliates, as including the Board of Directors of the Company representative, but agrees to resign from those boards and the Board of Directors of Asterias Biotherapeutics, Inc., except for positions held at the request of Company. AgeX Therapeutics, Inc.. Executive further agrees to execute promptly upon request by the Company any additional documents necessary to effectuate the provisions of this Section 1. It is agreed that Executive's separation constitutes a transition mutually agreed between the parties and this Transition Agreement supersedes all other agreements between the parties, including the Employment Agreement, dated December 29, 2014, October 10, 2007 as amended on November 24, 2015, between the parties (the "Employment Agreement"). Any capitalized terms not defined in this Transition Agreement shall have the meaning ascribed to such terms in the Employment Agreement. View More
Termination of Employment. Notwithstanding any other provisions: If the Grantee's employment with the Company and its Affiliates terminates for any reason other than Retirement, Disability or death, the Grantee may exercise the portion of the Option that has become vested as of the Grantee's termination date until the earlier of (i) the Expiration Date set forth in this certificate or (ii) the last day of the two (2) month period following such termination date. If the Grantee's employment terminates due to Retirement, Di...sability or death, the Option will become immediately vested in full and the Grantee (or, following the Grantee's death, the person designated in the Grantee's last will and testament or if no person is designated, the Grantee's estate) may exercise the Option until the Expiration Date set forth in this certificate. Leaves of absence for such periods and purposes conforming to the personnel policy of the Company as may be approved by the Committee shall not be deemed terminations or interruptions of employment. In the event the Option is exercised by the executors, administrators, legatees or distributees of the estate of the Grantee, the Company shall be under no obligation to issue shares unless the Company is satisfied that the person or persons exercising the Option are the duly appointed legal representatives of the Grantee's estate or the proper legatees or distributees thereof.View More
Termination of Employment. Notwithstanding any other provisions: If the Grantee's employment with the Company and its Affiliates terminates for any reason other than Retirement, Disability or death, the Grantee may exercise the portion of Once vested, the Option that has become vested as of the Grantee's termination date until the earlier of (i) the Expiration Date set forth in this certificate or (ii) the last day of the two (2) month period following such termination date. If the Grantee's employment terminates due to R...etirement, Disability or death, the Option will become immediately vested in full and shall remain exercisable by the Grantee (or, following the Grantee's death, the person designated in the Grantee's last will and testament or if no person is designated, the Grantee's estate) may exercise the Option until the Expiration Date set forth in this certificate. Date. Leaves of absence for such periods and purposes conforming to the personnel policy of the Company as may be approved by the Committee shall not be deemed terminations or interruptions of employment. In the event the Option is exercised by the executors, administrators, legatees or distributees of the estate of the Grantee, the Company shall be under no obligation to issue shares unless the Company is satisfied that the person or persons exercising the Option are the duly appointed legal representatives of the Grantee's estate or the proper legatees or distributees thereof. View More
Termination of Employment. 6.2Disability. 6.3For Cause. 6.4Without Cause. 6.5Voluntary 6.6Voluntary Termination Without for Good Reason . Reason. 6.7Change in Control.
Termination of Employment. 4.1 Resignation. 4.2 Termination by the Company for Cause. 4.3 Termination by the Company Without Cause. 4.4 Termination by Mr. Vahaviolos for Good Reason. 4.5 Termination Due to Disability. 4.6 Termination Due to Death.
Termination of Employment. 4.1 Resignation. 4.2 Termination by the Company for Cause. 4.3 Termination by the Company Without Cause. 4.4 Termination by Mr. Vahaviolos Executive for Good Reason. 4.5 Termination Due to Disability. 4.6 Termination Due to Death.
Termination of Employment. The following rules apply to your Option in the event of your death, Disability (as defined below), retirement, or other termination of employment. (1) Termination of Employment. If your employment terminates for any reason other than death, Disability or retirement (as those terms are used below), your Option will expire as to any unvested and not yet exercisable installments of the Option on the date of the termination of your employment and no additional installments of your Option will becom...e exercisable. Your Option will be limited to only the number of Shares of Common Stock which you were entitled to purchase under the Option on the date of the termination of your employment and will remain exercisable for that number of Shares for the earlier of 90 days following the date of your termination of employment or the Expiration Date. (2) Death or Disability. If your employment terminates due to Disability, your Option will become 100% vested and fully exercisable as to all Shares covered by the Option and will remain exercisable until the Expiration Date. If your employment terminates due to your death, your Option will become 100% vested and fully exercisable as to all of the Shares covered by the Option and will remain exercisable by your beneficiary in accordance with the Plan until the Expiration Date. For purposes of this Appendix, Disability shall have the meaning given that term by the group disability insurance, if any, maintained by the Company for its employees or otherwise shall mean your complete inability, with or without a reasonable accommodation, to perform your duties with the Company on a full-time basis as a result of physical or mental illness or personal injury you have incurred for more than 12 weeks in any 52 week period, whether consecutive or not, as determined by an independent physician selected with your approval and the approval of the Company. (3) Adjustments by the Committee. The Committee may, in its sole discretion, exercised before or after your termination of employment, declare all or any portion of your Option immediately exercisable and/or make any other modification as permitted under the Plan. (b) Committee Determinations. The Committee, if any, shall have absolute discretion to determine the date and circumstances of termination of your employment and make all determinations under the Plan, and its determination shall be final, conclusive and binding upon you.View More
Termination of Employment. The following rules apply to your Option in the event of your death, Disability (as defined below), retirement, or other termination of employment. (1) Termination of Employment. If your employment terminates for any reason other than death, Disability or retirement (as those terms are used below), your Option will expire as to any unvested and not yet exercisable installments of the Option on the date of the termination of your employment and no additional installments of your Option will becom...e exercisable. exercisable, except as otherwise provided in the Company's Management Severance Benefits Plan for U.S. Employees and Management Severance Benefits Plan for Non-U.S. Employees, as applicable. Your Option will be limited to only the number of Shares of Common Stock which you were entitled to purchase under the Option on the date of the termination of your employment and will remain exercisable for that number of Shares for the earlier of 90 days three (3) months following the date of your termination of employment or the Expiration Date. (2) Retirement. If your employment terminates no sooner than six months after the date of this award by reason of retirement under a retirement program of the Company or one of its subsidiaries approved by the committee after you have attained age 62 and have completed five continuous years of service or your combined age and length of service is 80 or above (as determined by the Committee), your Option will become vested and fully exercisable as follows. An Option granted more than 12 months prior to your termination date will become fully vested and exercisable until the Expiration Date. An Option granted less than 12 months prior to your termination date will be prorated by multiplying the number of shares subject to the option by the ratio of the number of months worked from the Award Date to your date of termination over twelve. The option will become vested and exercisable for the resulting number of shares until the Expiration Date. (3) Death or Disability. If your employment terminates due to by reason of Disability, your Option will become 100% vested and fully exercisable as to all of the Shares covered by the Option and will remain exercisable until the Expiration Date. If your employment terminates due to by reason of your death, your Option will become 100% vested and fully exercisable as to all of the Shares covered by the Option and will remain exercisable by your beneficiary in accordance with the Plan until the Expiration Date. For purposes of this Appendix, Award Terms Summary, Disability shall have the meaning given that term by the group disability insurance, if any, maintained by the Company for its employees or otherwise shall mean your complete inability, with or without a reasonable accommodation, to perform your duties with the Company on a full-time basis as a result of physical or mental illness or personal injury you have incurred for more than 12 weeks in any 52 week period, whether consecutive or not, as determined by an independent physician selected with your approval and the approval of the Company. (3) (4) Adjustments by the Committee. The Committee may, in its sole discretion, exercised before or after your termination of employment, declare all or any portion of your Option immediately exercisable and/or make any other modification as permitted under the Plan. (b) Committee Determinations. The Committee, if any, Committee shall have absolute discretion to determine the date and circumstances of termination of your employment and make all determinations under the Plan, and its determination shall be final, conclusive and binding upon you. View More
Termination of Employment. (a) If, during the Employment Period, Key Employee's employment is terminated by RHP (or a subsidiary of RHP) or a successor thereto for other than gross misconduct1; (b) or if: (i) there is a reduction in Key Employee's salary under Section 3, a material reduction in Key Employee's benefits, or a material change in Key Employee's status, working conditions or management responsibilities, or 1 For purposes of this Agreement, the term "gross misconduct" shall mean an intentional act of fraud or e...mbezzlement, intentional wrongful damage to property of RHP, or intentional wrongful disclosure of material confidential information of RHP. No act or failure to act on the part of the Key Employee shall be deemed intentional unless determined by a final judicial decision to be done, or omitted to be done, by Key Employee not in good faith and without reasonable belief that his or her action or omission was in the best interest of RHP. 2 (ii) Key Employee is required to relocate his or her residence more than 100 miles from his or her city of employment, and Key Employee voluntarily terminates his or her employment within 60 days of any such event, or the last in a series of events, then Key Employee shall be entitled to receive a lump sum payment ("Severance Compensation") equal to two (2) times the Key Employee's "Base Amount" as determined under paragraph (c) below together with a payment equal to two (2) times the Key Employee's annual bonus for the preceding year. The lump sum payment shall be subject to and reduced by all applicable federal and state withholding taxes and shall be paid to the Key Employee within 30 business days after his or her termination of employment. The termination of employment pursuant to Section 4(a) or 4(b) shall be referred to herein as a "Termination Event." (c) The Base Amount for purposes of this Section 4 shall be Key Employee's base salary paid to him or her during the 12-month period preceding the date of the Termination Event. If Key Employee has not been employed for a 12-month period, his or her Base Amount shall be his or her annualized base salary at the rate then in effect.View More
Termination of Employment. (a) If, during the Employment Period, Key Employee's employment is terminated by RHP GEC (or a subsidiary of RHP) GEC) or a successor thereto for other than gross misconduct1; (b) or if: if (i) there is a reduction in Key Employee's salary under Section 3, a material reduction in Key Employee's benefits, or a material change in Key Employee's status, working conditions or management responsibilities, or 1 For purposes of this Agreement, the term "gross misconduct" shall mean an intentional act o...f fraud or embezzlement, intentional wrongful damage to property of RHP, or intentional wrongful disclosure of material confidential information of RHP. No act or failure to act on the part of the Key Employee shall be deemed intentional unless determined by a final judicial decision to be done, or omitted to be done, by Key Employee not in good faith and without reasonable belief that his or her action or omission was in the best interest of RHP. 2 (ii) Key Employee is required to relocate his or her residence more than 100 miles from his or her city of employment, and Key Employee voluntarily terminates his or her employment within 60 days of any such event, or the last in a series of events, then Key Employee shall be entitled to receive a lump sum payment ("Severance Compensation") equal to two (2) times the Key Employee's "Base Amount" as determined under paragraph (c) below together with a payment equal to two (2) times the Key Employee's annual bonus for the preceding year. 1 For purposes of this Agreement, the term "gross misconduct" shall mean an intentional act of fraud or embezzlement, intentional wrongful damage to property of GEC, or intentional wrongful disclosure of material confidential information of GEC. No act or failure to act on the part of the Key Employee shall be deemed intentional unless determined by a final judicial decision to be done, or omitted to be done, by Key Employee not in good faith and without reasonable belief that his or her action or omission was in the best interest of GEC. 2 The lump sum payment shall be subject to and reduced by all applicable federal and state withholding taxes and shall be paid to the Key Employee within 30 business days after his or her termination of employment. The termination of employment pursuant to Section 4(a) or 4(b) shall be referred to herein as a "Termination Event." (c) The Base Amount for purposes of this Section 4 shall be Key Employee's base salary paid to him or her during the 12-month period preceding the date of the Termination Event. If Key Employee has not been employed for a 12-month period, his or her Base Amount shall be his or her annualized base salary at the rate then in effect. View More
Termination of Employment. If the Participant's employment with the Company or any of its Affiliates terminates prior to the End Date, the PSUs shall be immediately cancelled, except as follows:a. Employment Termination Due to Death. If the Participant's employment with the Company or any of its Affiliates terminates prior to the End Date as a result of the Participant's death, the Service Condition shall be deemed fully satisfied as of the date of such termination, and, subject to paragraph 6(a), the PSUs shall remain su...bject to the Performance Condition. b. Employment Termination Due to Transfer of Business to Successor Employer. If the Participant's employment with the Company or any of its Affiliates terminates prior to the End Date as a result of employment by a successor employer to which the Company has transferred a business operation, the Service Condition shall be deemed fully satisfied as of the date of such termination, and, subject to paragraph 6(a), the PSUs shall remain subject to the Performance Condition.c. Termination Following a Change in Control. If the Participant's employment with the Company of any of its Affiliates terminates without Cause during the 12-month period following a Change in Control, the Service Condition shall be deemed fully satisfied as of the date of such termination. For purposes of this Award Agreement, "Change in Control" means (A) a Change in Control as defined in the Plan or (B) the date a majority of members of the Board is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election. d. Employment Termination More Than One Year After Grant Date. If, on or after the first anniversary of the Grant Date and prior to the End Date, the Participant's employment with the Company or any of its Affiliates terminates as a result of any of the reasons set forth below, or the Participant becomes eligible to retire or meets the age and service requirements, each as specified in (c)(i) below, then the restrictions on the PSUs shall remain eligible to lapse based on attainment of the Performance Condition or shall be cancelled as provided below (subject to any rules adopted by the Committee):(i) Termination/Eligibility for Retirement or Termination for Total Disability. If (A) the Participant attains at least age 60 while still employed by the Company or an Affiliate and completes 5 or more years of continuous service with the Company and any of its Affiliates, or (B) the Participant's employment with the Company or any of its Affiliates terminates as a result of a total disability, i.e., the inability to perform any job for which the Participant is reasonably suited by means of education, training or experience, the Service Condition shall be deemed fully satisfied as of the date of such termination, and, subject to paragraph 6(a), the PSUs shall remain subject to the Performance Condition.2 Exhibit 10.28(ii) Termination for Job Elimination or Plant Closing. If the Participant's employment with the Company or any of its Affiliates terminates as a result of a layoff, plant closing, redundancy, reduction in force, or job elimination (without regard to any period of protected service), then as of the date of such termination, the Service Condition shall be deemed satisfied with respect to the applicable Pro-Rata Portion, and, subject to paragraph 6(a), such Pro-Rata Portion of the PSUs shall remain subject to the Performance Condition. "Pro-Rata Portion" means the total number of PSUs covered by this Award, multiplied by a fraction, the numerator of which is the total number of complete months which have elapsed between the Start Date and the date on which the Participant's employment with the Company or any of its Affiliates terminates, and the denominator of which is 36. (iii) Termination Due to Other Reasons. If the Participant's employment with the Company or any of its Affiliates terminates for any other reason, and the Participant and the Company have not entered into a written separation agreement explicitly providing otherwise in accordance with rules and procedures adopted by the Committee, then the PSUs shall be immediately cancelled.e. Transfer to Affiliates. For the avoidance of doubt, transfer of employment among the Company and any of its Affiliates shall not constitute a termination of employment for purposes of this Award.View More
Termination of Employment. If the Participant's employment with the Company or any of its Affiliates terminates prior to the End Date, the PSUs OPSUs shall be immediately cancelled, except as follows:a. follows: a. Employment Termination Due to Death. If the Participant's employment with the Company or any of its Affiliates terminates prior to the End Date as a result of the Participant's death, the Service Condition shall be deemed fully satisfied as of the date of such termination, and, subject to paragraph 6(a), the PS...Us OPSUs shall remain subject to the Performance Condition. b. Employment Termination Due to Transfer of Business to Successor Employer. If the Participant's employment with the Company or any of its Affiliates terminates prior to the End Date as a result of employment by a successor employer to which the Company has transferred a business operation, the Service Condition shall be deemed fully satisfied as of the date of such termination, and, subject to paragraph 6(a), the PSUs OPSUs shall remain subject to the Performance Condition.c. Condition. c. Termination Following a Change in Control. If the Participant's employment with the Company of or any of its Affiliates terminates without Cause during the 12-month period following a Change in Control, the Service Condition shall be deemed fully satisfied as of the date of such termination. For purposes of this Award Agreement, "Change in Control" means (A) (i) a Change in Control as defined in the Plan or (B) (ii) the date a majority of members of the Board is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election. d. Employment Termination More Than One Year After Grant Date. If, on or after the first anniversary of the Grant Date and prior to the End Date, the Participant's employment with the Company or any of its Affiliates terminates as a result of any of the reasons set forth below, or the Participant becomes eligible to retire or meets the age and service requirements, each as specified in (c)(i) (d)(i) below, then the restrictions on the PSUs OPSUs shall remain eligible to lapse based on attainment of the Performance Condition or shall be cancelled as provided below (subject to any rules adopted by the Committee):(i) Committee): (i) Termination/Eligibility for Retirement or Termination for Total Disability. If (A) the Participant attains at least age 60 while still employed by the Company or an Affiliate and completes 5 or more years of continuous service with the Company and any of its Affiliates, or (B) the Participant's employment with the Company or any of its Affiliates terminates as a 2 result of a total disability, i.e., the inability to perform any job for which the Participant is reasonably suited by means of education, training or experience, the Service Condition shall be deemed fully satisfied as of the date of such termination, and, subject to paragraph 6(a), and the PSUs OPSUs shall remain subject to the Performance Condition.2 Exhibit 10.28(ii) Condition. (ii) Termination for Job Elimination or Plant Closing. If the Participant's employment with the Company or any of its Affiliates terminates as a result of a layoff, plant closing, redundancy, reduction in force, or job elimination (without regard to any period of protected service), then as of the date of such termination, the Service Condition shall be deemed satisfied with respect to the applicable Pro-Rata Portion, and, subject to paragraph 6(a), and such Pro-Rata Portion of the PSUs OPSUs shall remain subject to the Performance Condition. For purposes of this Award, the "Pro-Rata Portion" means shall mean (A) 50% of the total number of PSUs OPSUs covered by this Award, Award for which the Service Condition was scheduled to be satisfied on the fifth anniversary of the Start Date, multiplied by a fraction, the numerator of which is the total number of complete months which have elapsed between the Start Date and the date on of such termination, and the denominator of which is 60, plus (B) only if such termination occurs prior to the third anniversary of the Start Date, 50% of the total number of OPSUs covered by this Award for which the Participant's employment with Service Condition was scheduled to be satisfied on such third anniversary, multiplied by a fraction, the Company or any numerator of its Affiliates terminates, which is the total number of complete months which have elapsed between the Start Date and the date of such termination, and the denominator of which is 36. (iii) Termination Due to Other Reasons. If the Participant's employment with the Company or any of its Affiliates terminates for any other reason, and the Participant and the Company have not entered into a written separation agreement explicitly providing otherwise in accordance with rules and procedures adopted by the Committee, then the PSUs OPSUs shall be immediately cancelled.e. cancelled. e. Transfer to Affiliates. For the avoidance of doubt, transfer of employment among the Company and any of its Affiliates shall not constitute a termination of employment for purposes of this Award. View More
Termination of Employment. (a) Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period without necessity of Notice of Termination. If the Company determines in good faith that the Executive has a Disability, the Company may terminate the Agreement upon not less than 30 days written notice. (b) By the Company with Cause. Subject to the limitations of Section 1(d) regarding notice and cure, the Company may terminate the Executive's employment imme...diately during the Employment Period for Cause by providing a Notice of Termination. (c) By the Executive with Good Reason. Subject to the limitations of Section 1(n) regarding notice and cure, the Executive's employment may be terminated immediately by the Executive at any time during the Employment Period for Good Reason by providing a Notice of Termination. (d) By the Company without Cause. The Executive's employment may be terminated by the Company at any time during the Employment Period without Cause at any time by providing a Notice of Termination and upon not less than 60 days written notice. (e) By the Executive without Good Reason. The Executive's employment may be terminated by the Executive at any time during the Employment Period without good Reason by providing a Notice of Termination and upon not less than 60 days written notice. 11 (f) Garden Leave. In the event of termination by Executive with or without Good Reason, the Company may elect to relieve Executive of any and all duties under this Agreement and deny Executive access to Company property so long as Company makes any and all payments otherwise due under the Agreement during the Notice of Termination period. The Company may elect to place Executive on Garden Leave at any time during the remainder of Executive's employment identified in the Notice of Termination. Such leave shall not prejudice either Company or Executive to any other rights or payments due under this Agreement.View More
Termination of Employment. (a) 4.1 Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period without necessity of Notice of Termination. If the Company determines in good faith belief that the Executive has a Disability, the Company may terminate the Agreement upon not less than 30 days written notice. (b) 4.2. By the Company with Cause. Subject to the limitations of Section 1(d) 1.6 regarding notice and cure, the Company may terminate the Executi...ve's employment immediately during the Employment Period for Cause by providing a Notice of Termination. (c) 4.3 By the Executive with Good Reason. Subject to the limitations of Section 1(n) 1.17 regarding notice and cure, the Executive's employment may be terminated immediately by the Executive at any time during the Employment Period for Good Reason by providing a Notice of Termination. (d) 4.4 By the Company without Cause. The Executive's employment may be terminated by the Company at any time during the Employment Period without Cause at any time by providing a Notice of Termination and upon not less than 60 days written notice. (e) 4.5 By the Executive without Good Reason. The Executive's employment may be terminated by the Executive at any time during the Employment Period without good Reason by providing a Notice of Termination and upon not less than 60 days written notice. 11 (f) 4.6 Garden Leave. In the event of termination by Executive with or without Good Reason, the Company may elect to relieve Executive of any and all duties under this Agreement and deny Executive access to Company property so long as Company makes any and all payments otherwise due under the Agreement during the Notice of Termination period. The Company may elect to place Executive on Garden Leave at any time during the remainder of Executive's employment identified in the Notice of Termination. Such leave shall not prejudice either Company or Executive to any other rights or payments due under this Agreement. View More
