Termination of Employment Contract Clauses (4,973)

Termination of Employment. In the event of the termination of employment of Optionee for Cause, the determination of which shall be made in the sole discretion of the Committee, the option granted may no longer be exercised on or after the date of such termination. If the Optionee's employment is terminated other than for Cause, death, Total Disability (as defined in the Plan) or Retirement (as defined below), the determination of which shall be made in the sole discretion of the Committee, to the extent it was eligible f...or exercise at the date of such termination of employment, an option may be exercised until the earlier of (i) ninety (90) days after such termination, or (ii) the Expiration Date. If the Optionee's employment is terminated by the Optionee's Retirement, then the Committee shall have the discretion to cancel or vest any unvested options then outstanding, and, to the extent it was or became eligible for exercise at the date of such Retirement from employment, an option may be exercised until the earlier of (i) one hundred eighty (180) days after such Retirement, or (ii) the Expiration Date. For purposes of this Agreement "Retirement" shall mean the voluntary termination of employment by Optionee by reason of retirement at or after age 55. The determination of whether a particular termination of employment qualifies as Retirement shall be made in the sole discretion of the Committee. View More

Termination of Employment. For purposes of this Agreement, the term "Termination of Employment" shall mean termination from active employment with the Company or a subsidiary of the Company; it does not mean the termination of pay and benefits at the end of a period of salary continuation (or other form of severance pay or pay in lieu of salary).

Termination of Employment. (a) Resignation or Termination by the Company. If the Employee ceases to be employed by the Company Group as a result of resignation, dismissal or any other reason, then the portion of the Award that has not previously Vested shall be forfeited automatically; provided that in the event of a termination of Employee's employment by a member of the Company Group without Cause, as a result of death or Disability or a Good Reason Termination, a portion of the LTIP Shares (both Time-Based RSUs and Per...formance Shares) equal to the Pro Rata Portion of the LTIP Shares as of the time of termination shall Vest immediately prior to such termination and be distributed as soon as practicable thereafter, and in all events before the 15th day of the third month following the end of the calendar year in which such LTIP Shares became Vested. (b) Meaning of termination of employment. If the Company or a member of the Company Group provides Employee a written notice of termination of employment but the termination of employment is not effective for a period of more than thirty (30) days due to applicable law or contractual arrangements between a member of the Company Group and the Employee, for the purposes of this Award, including without limitation Section 6(a) hereof, the Employee's employment shall be deemed terminated and the Employee shall be deemed ceased to be employed by the Company Group on the date that is thirty (30) days from the date of such notice instead of the actual date of termination.7. Dividends. No dividend equivalents shall be paid on LTIP Shares (either Time-Based RSUs or Performance Shares). View More

Termination of Employment. 7.01. Death. Except as otherwise provided herein, this Agreement shall automatically terminate without act by any party upon the death of Executive. In the event of death of Executive, Executive's estate shall receive any unpaid, earned compensation due Executive and this Agreement shall terminate. EMPLOYMENT AGREEMENT 7.02. Termination for Cause. The Company may terminate Executive's employment pursuant to the terms of this Agreement at any time for cause by giving written notice of termination.... Such termination will become effective upon the giving of such notice. Upon any such termination for cause, Executive shall have no further right to compensation, bonus or reimbursement under Section 5. For purposes of this Section 7.02, "cause" shall mean: (i) Executive is convicted of a felony which is directly related to Executive's employment or the business of the Company or could otherwise reasonably be expected to have a material adverse effect on the Company's business, prospects or future stock price which price should be measured over a period of at least six months. Felonies involving the driving of motor vehicles shall not be grounds for termination; (ii) Executive, in carrying out his duties hereunder, has been found in a civil action to have committed gross negligence or intentional misconduct resulting in either case in direct material harm to the Company; (iii) Executive is found in a civil action to have breached his fiduciary duty to the Company resulting in direct profit to him; (iv) Executive is found in a civil action to have materially breached any provision of Section 10 or Section 11; (v) Executive's repeated refusal (other than any failure to perform arising from a physical or mental disability) to act in accordance with the reasonable directions of the Company's Board of Directors directing Executive to perform services consistent with Executive's status as an officer of the Company, which refusal is not cured by Executive within ten (10) days of Executive's receipt of written notice thereof from the Company (provided, however, that if such breach cannot be cured within ten (10) days and Executive commences the cure thereof and diligently pursues the same, such failure shall not constitute "cause" unless such breach is not cured in its entirety within twenty (20) days of Executive's receipt of the written notice of breach); (vi) Executive commits acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, that would prevent the effective performance of his duties; and (vii) Executive's material breach of any obligations of Executive which remains uncured for more than ten (10) days after written notice thereof by the Company to Executive. Executive's failure to comply with the requirements of Section 10 of this Agreement shall constitute a material breach of this Agreement. The term "found in a civil action" shall not apply until all appeals permissible under the applicable rules of procedure or statute have been determined and no further appeals are permissible. 7.03. Termination Without Cause. The Company's Board of Directors, in its sole discretion, may terminate Executive's employment without cause at any time upon thirty (30) days written notice. Upon effectiveness of such termination, Executive shall be entitled to the severance package provided for in Section 5.02. 7.04. Effect Transfer of Assets, or Dissolution. This Agreement shall be automatically terminated by any voluntary or involuntary dissolution of the Company or a transfer of all or substantially all of the assets of the Company. Upon effectiveness of such termination, Executive shall be entitled to the severance package provided for in Section 5.02. 7.05. Termination by Executive During Term. Executive may terminate his obligations under this Agreement during the term by giving the Company at least one (1) month written notice in advance. View More

Termination of Employment. Employee acknowledges Employee's employment with the Company was terminated effective September 13, 2013 ("Separation Date"), after which date Employee performed no further duties, functions or services for the Company.

Termination of Employment. (a) General. If the Executive's employment is terminated for any reason, to the extent not then vested (after giving effect to the provisions of this Section 4), the Cash Award shall terminate upon such termination of employment. (b) For Cause or Without Good Reason. The Cash Award shall terminate and be forfeited upon (A) the Company's notification to the Executive of the Executive's termination of employment by the Company for Cause or (B) the Executive's notification to the Company of the Exe...cutive's voluntary termination of his employment without Good Reason. For all purposes of this Agreement, the terms "Cause" and "Good Reason" shall have the meanings set forth in the Freescale Semiconductor, Inc. Executive Severance Plan for Senior Vice Presidents (the "Executive Severance Plan"), as in effect on April 17, 2014. (c) Without Cause or for Good Reason. Upon the Executive's termination of employment by the Company other than for Cause or by the Executive for Good Reason, the Make Whole Award shall immediately become fully vested and payable; provided that the Executive signs and does not revoke the release described in the Executive Severance Plan. (d) Death or Disability. Upon the Executive's termination of employment due to the Executive's death or disability, the Executive or the Executive's estate shall receive (i) any amount vested and payable and (ii) an amount equal to the amount of the Make Whole Award that would have vested on the next vesting date if the Executive had remained employed until such date, multiplied by a fraction, the numerator of which equals the number of days elapsed from the vesting date immediately preceding the Executive's termination of employment through the date of the Executive's termination of employment and the denominator of which equals 365. Any portion of the Make Whole Award that is not vested after giving effect to the provisions of this Section 4(d) shall terminate immediately effective as of the termination of the Executive's employment. View More

Termination of Employment. Voluntary or involuntary termination of the Optionee as an Employee of the Company and its Affiliates or any successor thereto shall affect Optionee's rights under the Option as provided in Section 9 of the Plan.

Termination of Employment. Subject to Section 4(a) herein, in the event the Participant (i) gives notice of that he is voluntarily terminating employment without Good Reason during the Defined Period; (ii) terminates his employment without Good Reason during the Defined Period; (iii) is terminated for Cause; or (iv) after terminating employment in such circumstance where continued vesting is provided under his Severance Agreement, he fails to comply with his obligations under the Severance Agreement, including, but not li...mited to, his obligations under the Extended Restricted Period, the Participant's rights with respect to: x) Restricted Stock Units that are not vested shall be forfeited immediately and permanently and y) payment of ay dividend equivalents will cease. The Participant shall 1 be 100% vested in his Restricted Stock Units in the event he terminates employment by reason of death, Disability or Retirement and, in such event, the Restricted Stock Units shall continue to be paid out on the scheduled Vesting Dates. (a) With respect to grants of Restricted Stock Units, a Participant shall also be 100% vested on the date of termination of the Participant's employment either without Cause by the Corporation or for Good Reason by the Participant if such termination occurs within two (2) years after the date of a Change in Control (as defined in the Plan). In such event, the units shall continue to be paid out on the scheduled Vesting Dates. (b) Notwithstanding the foregoing, if a Change in Control occurs and the Common Stock thereafter is no longer available for payment of the Restricted Stock Unit Award, or the Restricted Stock Units are not assumed or converted into comparable awards with respect to shares of the acquiring or successor company (or parent thereof), then each Restricted Stock Unit, whether or not previously vested, shall be converted into the right to receive cash or, if the consideration paid to the Common Stock holders in the Change in Control was not cash, then into the right to receive consideration in a form that is equivalent in value to the form of consideration payable to the Common Stock holders in exchange for their shares of Common Stock, in an amount equal to the product of (i) the consideration per share payable to the Common Stock holders multiplied by (ii) the number of shares of Common Stock covered by the Restricted Stock Unit. The Restricted Stock Unit to be settled with this alternate form of consideration shall continue to be paid out on the scheduled Vesting Dates. This alternate form of consideration shall become 100% vested after the date of a qualifying termination event as described above occurring within two (2) years of the date of a Change in Control and, in such event, shall continue to be paid out on the scheduled Vesting Dates. View More

Termination of Employment. Except as provided in Sections 4, 5 and 6, upon the termination of Participant's Employment prior to the Vesting Date for whatever reason, whether with or without Cause, for good reason or otherwise, any non-vested PBRSUs shall be automatically cancelled and forfeited and be returned to the Company for no consideration.

Termination of Employment. Effective October 31, 2014 (the "Termination Date"), the Executive's employment with the Company will be terminated and the Executive will resign from, and/or absent prompt resignation, the Executive agrees to be removed from, his position as Chief Executive Officer of the Company, and from all offices and directorships held by him in the Company or any of its subsidiaries or affiliates, and shall execute any and all documents reasonably necessary to effect such resignations as requested by the ...Company. Between the Effective Date and the Termination Date, the Executive will support a smooth transition of all ongoing and outstanding work in the best interests of the Company, as expressly requested and authorized by the Company. View More