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. (a) Termination by the Company for Cause. If the Colleague's employment with the Company is involuntarily terminated for Cause, then all shares subject to the Option granted hereunder not previously exercisable and vested will be forfeited and the Colleague shall have no further rights with respect to such shares, and any shares subject to the Option granted hereunder that are exercisable and vested prior to the date of such termination may be exercised by the Colleague for a period of three mon...ths from the date of such termination of employment or the expiration of the Option's term, whichever period is the shorter. (b) Termination by Reason of Retirement. If the Colleague's employment by the Company terminates by reason of Retirement, as defined in the Plan, the shares subject to the Option granted hereunder not previously exercisable and vested shall vest but continue to become first exercisable upon the schedule set forth in Section 3 (or otherwise) as if the Colleague had continued employment through each such Vesting Date and, upon becoming exercisable, the Option may be exercised until the expiration of the stated term of the Option. (c) Termination by the Company without Cause or by the Colleague for Good Reason. If Colleague's employment with the Company (i) is involuntarily terminated by the Company for any reason other than termination for Cause, or (ii) is terminated by the Colleague for Good Reason, then all shares subject to the Option granted hereunder not previously exercisable and vested prior to the date of such termination shall immediately vest and may be exercised by the Colleague for a period of three months from the date of such termination of employment or the expiration of the Option's term, whichever period is the shorter. For purposes of this Section 6(c), the term "Good Reason" shall mean (x) a material reduction in the Colleague's base salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title), or (y) a requirement by the Company to relocate the Colleague to a location that is greater than 25 miles from the location of the office in which the Colleague performs his or her duties at the time of such relocation. (d) Termination by Reason of Death or Disability. If the Colleague's employment by the Company terminates by reason of death or Disability (as defined in the Plan), the shares subject to the Option granted hereunder not previously exercisable and vested shall immediately vest and this Option may thereafter be exercised by the Colleague or, in the case of the Colleague's death, by the legal representative of the estate or by the legatee of the Colleague under the will of the Colleague, until the expiration of the stated term of the Option. (e) Other Termination. If the Colleague's employment by the Company is terminated for any reason other than as described in Sections 6(a) through 6(d) above, the Option shall thereupon terminate, except that the Option may be exercised by the Colleague, to the extent otherwise then exercisable, for a period of three months from the date of such termination of employment or the expiration of the Option's term, whichever period is the shorter.View More
Termination of Employment. (a) Termination by the Company for Cause. Death. If the Colleague's employment with by the Company is involuntarily terminated for Cause, then all Corporation terminates by reason of death, the shares subject to the Option granted hereunder not previously exercisable and vested will be forfeited shall become fully exercisable and vested upon the Colleague's death, and the Option may thereafter be exercised by the legal representative of the estate or by the legatee of the Colleague shall have no... further rights with respect to such shares, and any under the will of the Colleague until the expiration of the stated term of the Option. (b) Termination by Reason of Disability. If the Colleague's employment by the Corporation terminates by reason of Disability, the shares subject to the Option granted hereunder that are not previously exercisable and vested prior to the date of such termination may be exercised by the Colleague for a period of three months from shall become fully exercisable and vested upon the date of such termination of employment or and the Option may thereafter be exercised by the Colleague until the expiration of the Option's term, whichever period is stated term of the shorter. (b) Termination by Reason of Option. (c) Retirement. If the Colleague's employment by the Company Corporation terminates by reason of Retirement, as defined in the Plan, the shares subject to the Option granted hereunder not previously exercisable and vested shall vest but continue to become first exercisable upon the schedule set forth vesting in accordance with Section 3 (or otherwise) as if the Colleague had continued employment through each such Vesting Date and, upon becoming exercisable, vesting, the Option may be exercised until the expiration of the stated term of the Option. (c) Termination by the Company without Cause or by the Colleague for Good Reason. If Colleague's employment with the Company (i) is involuntarily terminated by the Company for any reason other than termination for Cause, or (ii) is terminated by the Colleague for Good Reason, then all shares subject to the Option granted hereunder not previously exercisable and vested prior to the date of such termination shall immediately vest and may be exercised by the Colleague for a period of three months from the date of such termination of employment or the expiration of the Option's term, whichever period is the shorter. For purposes of this Section 6(c), the term "Good Reason" shall mean (x) a material reduction in the Colleague's base salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title), or (y) a requirement by the Company to relocate the Colleague to a location that is greater than 25 miles from the location of the office in which the Colleague performs his or her duties at the time of such relocation. (d) Termination by Reason of Death or Disability. If the Colleague's employment by the Company terminates by reason of death or Disability (as defined in the Plan), the shares subject to the Option granted hereunder not previously exercisable and vested shall immediately vest and this Option may thereafter be exercised by the Colleague or, in the case of the Colleague's death, by the legal representative of the estate or by the legatee of the Colleague under the will of the Colleague, until the expiration of the stated term of the Option. (e) Other Termination. If the Colleague's employment by the Company Corporation is involuntarily terminated for any reason other than as described in Sections 6(a) through 6(d) above, death, Disability, or Retirement, or if the Colleague voluntarily terminates employment, the Option shall thereupon terminate, except that the Option may be exercised by the Colleague, to the extent otherwise then exercisable, for a period of three months from the date of such termination of employment or the expiration of the Option's term, whichever period is the shorter. shorter if the involuntary termination is without Cause. If the Colleague's employment by the Corporation is terminated for Cause, the Option shall immediately terminate. View More
Termination of Employment. Except as otherwise provided in the Plan and except as otherwise provided in this Agreement, Employee must be an employee of ManpowerGroup continuously from the date of this Award until the last day of the Performance Period in order for Employee to receive any Shares with respect to any Performance Share units he or she may earn hereunder. Notwithstanding the foregoing, Section 10(d)(2) of the Plan, regarding the earning and accelerated vesting of Awards upon a death, Disability or Retirement, ...shall not apply to this Agreement. Instead, upon a participant's death or Disability during the Performance Period, Employee will immediately earn and become vested in the number of Performance Share Units the participant would have otherwise earned if 100% of the Target Performance Goal had been achieved at the end of the Performance Period. In the event of Employee's Retirement during the Performance Period, Employee shall earn and become vested in a prorated number of Performance Share Units. The number of Performance Share Units earned and vested in connection with a Retirement shall be number of Performance Share Units determined by multiplying the number of Performance Share Units that would have been earned, taking into account the achievement of the Annual OP Dollar Gate during the Performance Period, if Employee had remained an Employee until the last day of the Performance Period, determined in accordance with the actual OPMP achieved at the end of the Performance Period, by the quotient of (x) the number of full months between the first day of the Performance Period and the last day of the month in which the Employee's Retirement occurs divided by (y) 36 months.View More
Termination of Employment. Except as otherwise provided in the Plan and except as otherwise provided in this Agreement, Employee must be an employee of ManpowerGroup continuously from the date of this Award until the last day of the Performance Period in order for Employee to receive any Shares with respect to any Performance Share units he or she may earn hereunder. Notwithstanding the foregoing, Section 10(d)(2) of the Plan, regarding the earning and accelerated vesting of Awards upon a death, Disability or Retirement, ...shall not apply to this Agreement. Instead, upon a participant's Employee's death or Disability during the Performance Period, Employee will immediately earn and become vested in the number of Performance Share Units the participant would have otherwise earned if 100% of the Target Performance Goal had been achieved at the end of the Performance Period. In the event Upon Employee's Retirement, involuntary termination of Employee's Retirement employment (other than for Cause) or voluntary termination for Good Reason during the Performance Period, Employee shall earn and become vested in a prorated number of Performance Share Units. The number of Performance Share Units earned and vested in connection with a Retirement shall be number of Performance Share Units determined by multiplying the number of Performance Share Units that would have been earned, taking into account earned at the achievement end of the Annual OP Dollar Gate during the Performance Period, Period if Employee had remained an Employee until the last day of the Performance Period, determined in accordance with the actual OPMP achieved at the end of the Performance Period, by taking into account the quotient of (x) the number of full months between the first day achievement of the Annual OP Dollar Gate during the Performance Period and the last day of the month in which the Employee's Retirement occurs divided by (y) 36 months. Period. View More
Termination of Employment. If the Participant's employment with the Company is terminated by the Company for "Cause" (as defined below) or the Participant's employment is terminated by the Participant for any reason, the Restricted Shares shall, to the extent the applicable Restricted Period has not lapsed, be forfeited by the Participant without consideration. If the Participant's employment with the Company is terminated by the Company without Cause, or as a result of the Participant's death or Disability (as defined be...low), the Restricted Period on the Restricted Shares shall, to the extent not then previously cancelled or forfeited, immediately lapse. For purposes of this Agreement: (a) "Cause" shall mean (i) the Participant's conviction, or plea of guilty or nolo contendere to the commission of a felony, (ii) the Participant's commission of any fraud, misappropriation of misconduct which causes demonstrable injury to the Company or a subsidiary, (iii) an act of dishonesty by the Participant resulting or intended to result, directly or indirectly, in gain or personal enrichment at the expense of the Company or a subsidiary, or (iv) any breach of the Participant's fiduciary duties to 2 the Company as an employee or officer. It shall be within the sole discretion of the Committee to determine whether the Participant's termination was for one of the foregoing reasons, and the decision of the Committee shall be final and conclusive. (b) "Disability" shall mean any termination of employment with the Company or a subsidiary because of a long-term or total disability, as determined by the Committee in its sole discretion. The decision of the Committee shall be final and conclusive.View More
Termination of Employment. If the Participant's employment with the Company is terminated by terminates for any reason other than as a result of the Company for "Cause" Participant's death or Disability (as defined below) or the Participant's employment is terminated by the Participant for any reason, below), the Restricted Shares shall, to the extent the applicable Restricted Period has not lapsed, be forfeited by the Participant without consideration. If the Participant's employment with the Company is terminated by the... Company without Cause, or terminates as a result of the Participant's death or Disability (as defined below), Disability, the Restricted Period on the Restricted Shares shall, to the extent not then previously cancelled or forfeited, immediately lapse. For purposes of this Agreement: (a) "Cause" Agreement, "Disability" shall mean (i) have the meaning given to it in the Participant's conviction, or plea of guilty or nolo contendere to the commission of a felony, (ii) the Participant's commission of any fraud, misappropriation of misconduct which causes demonstrable injury to the Company or a subsidiary, (iii) an act of dishonesty by the Participant resulting or intended to result, directly or indirectly, in gain or personal enrichment at the expense of employment agreement with the Company or a subsidiary, or (iv) any breach of if the Participant's fiduciary duties Participant is not subject to 2 the Company as an employee or officer. It shall be within the sole discretion of the Committee to determine whether the Participant's termination was for one of the foregoing reasons, and the decision of the Committee shall be final and conclusive. (b) employment agreement, then "Disability" shall mean any termination of employment with the Company or a subsidiary because of a long-term or total disability, as 2 determined by the Committee in its sole discretion. The decision of the Committee shall be final and conclusive. View More
Termination of Employment. Except as otherwise provided for in this Stock Notification and Award Agreement, if the Employee's employment with the Company is terminated at any time for any reason prior to the lapse of the Restriction Period, all unvested RSUs granted hereunder shall be forfeited by the Employee.
Termination of Employment. Except as otherwise provided for in this Stock Notification and Award Grant Agreement, if the Employee's employment with the Company is terminated at any time for any reason prior to the lapse of the Restriction Period, all unvested RSUs granted hereunder shall be forfeited by the Employee. Employee, except to the extent a severance plan applicable to the Employee provides otherwise.
Termination of Employment. Unless otherwise provided for in the ICP, this Agreement or the Employment Agreement as amended from time to time, the Option (whether vested or unvested), to the extent not yet exercised, shall be forfeited immediately upon Participant's termination of employment with the Company or any of its subsidiaries. (a)With respect to terminations addressed in the Employment Agreement, the provisions of the Employment Agreement as amended from time to time shall apply and continue to apply, except as se...t forth in this Section 6, notwithstanding any termination of the Employment Agreement. (b)Retirement. In the event of an "Approved Early Retirement" or "Normal Retirement" as such terms are defined in the Employment Agreement, the Option shall vest and be exercisable in accordance with Section 10(f) of the Employment Agreement as amended from time to time; provided that the Option, to the extent fully vested as of the Approved Early Retirement or Normal Retirement shall remain exercisable for the three (3) year period immediately following the Approved Early Retirement or Normal Retirement, but not beyond the original term of the Option. (c)Disability. Notwithstanding any contrary provisions of any agreement (including the Employment Agreement), in the event Participant's employment with the Company and any subsidiary of the Company terminates by reason of total and permanent disability (as defined in the Company's Long-Term Disability Plan, or, if not defined in such Plan, as defined by the Social Security Administration), the Option shall vest as follows: the Option shall vest with respect to a total number of Shares as of the employment termination date (which is the last day that Participant is employed by the Company and any subsidiary of the Company), equal to (i) the number of Shares subject to the Option on the Grant Date multiplied by the following fraction: (A) the numerator shall be the whole number of months elapsed as of the employment termination date since the Grant Date and (B) the denominator shall be forty-eight (48), minus (ii) the number of Shares with respect to which the Option vested prior to the employment termination date (whether or not the Option was previously exercised). For purposes of this calculation, the number of months in the numerator in sub-section (A) above shall include any partial month in which Participant has worked. For example, if the time elapsed between the Grant Date and the employment termination date is eight months and five days, the numerator in sub-section (A) above shall be nine. The Option may be exercised to the extent vested at any time within one (1) year of Participant's employment termination date but not beyond the original term of the Option.View More
Termination of Employment. Unless otherwise provided for in the ICP, this Agreement or the Employment Agreement as amended from time to time, the Option (whether vested or unvested), to the extent not yet exercised, shall be forfeited immediately upon Participant's termination of employment with the Company or any of its subsidiaries. (a)With With respect to terminations addressed in the Employment Agreement, the provisions of the Employment Agreement as amended from time to time shall apply and continue to apply, except ...as set forth in this Section 6, notwithstanding any termination of the Employment Agreement. (b)Retirement. Otherwise, the following shall apply: (a)Retirement. In the event of an "Approved Early Retirement" or "Normal Retirement" as such terms are defined in the Employment Agreement, below, the Option shall continue to vest and be exercisable in accordance with Section 10(f) of the Employment Agreement as amended from time to time; provided that the Option, to the extent fully it becomes vested as of the in connection with an Approved Early Retirement or Normal Retirement Retirement, shall remain exercisable for the later of (1) the three (3) year period immediately following the Approved Early Retirement or Normal Retirement, but or (2) the one (1) year period following the date the Option is fully vested but, in each case, not beyond the original term of the Option. (c)Disability. Solely for purposes of the Option, the term "Approved Early Retirement" shall mean the Participant's voluntary termination of employment with the Company at or after attaining age sixty (60) but prior to attaining age sixty-five (65), and the term "Normal Retirement" shall mean Participant's voluntary termination of employment with the Company at or after attaining age sixty-five (65), in each case so long as (i) Participant provides at least twelve (12) months' advance notice to the Committee of his intent to take Approved Early Retirement or Normal Retirement, (ii) Participant fully cooperates with the Company in transitioning his duties during the period between the disclosure to the Committee of his intent to take Approved Early Retirement or Normal Retirement and his retirement date, (iii) Participant continues to be employed by the Company through the Approved Early Retirement or Normal Retirement date, and (iv) in the case of an Approved Early Retirement, the Committee approves such retirement. (b)Disability. Notwithstanding any contrary provisions of any agreement (including the Employment Agreement), in the event Participant's employment with the Company and any subsidiary of the Company terminates by reason of total and permanent disability (as defined in the Company's Long-Term Disability Plan, or, if not defined in such Plan, as defined by the Social Security Administration), the Option shall vest as of the employment termination date on a pro-rata basis as follows: the Option shall vest with respect to a total number of Shares as of the employment termination date (which is the last day that Participant is employed by the Company and any subsidiary of the Company), equal to (i) the number of Shares subject to the Option on the Grant Date multiplied by the following fraction: (A) the numerator shall be the whole number of months elapsed as of the employment termination date since the Grant Date and (B) the denominator shall be forty-eight (48), minus (ii) the number of Shares with respect to which the Option vested prior to the employment termination date (whether or not the Option was previously exercised). For purposes of this calculation, the number of months in the numerator in sub-section (A) above shall include any partial month in which Participant has worked. For example, if the time elapsed between the Grant Date and the employment termination date is eight months and five days, the numerator 2 in sub-section (A) above shall be nine. The Option may be exercised to the extent vested at any time within one (1) year of Participant's employment termination date but not beyond the original term of the Option. View More
Termination of Employment. If, at any time during the Vesting Period, the Participant's employment with the Corporation is terminated as a result of the Participant's death, Disability or Retirement, the Performance Units will remain outstanding during the remainder of the Vesting Period and will remain subject to Section 3. The Participant will be entitled to a pro rata portion of the number of Performance Units the Participant would have received in accordance with Section 3, if any, had the Participant remained employe...d until the end of the Vesting Period. The pro rata portion will be based on the number of full months in the Performance Period during which 3 the Participant was employed as compared to the total number of months in the Performance Period. As used in this Agreement, "Disability" means a "permanent and total disability" (within the meaning of Section 22(e)(3) of the Code or as otherwise determined by the Administrator). As used in this Agreement, "Retirement" means, that, as of the date of termination of the Participant's employment or services, the Participant (1) has attained age 65 and completed at least five (5) full years of service as an employee of the Corporation and its Subsidiaries and/or a member of the Board, or (2) has attained age 60 and completed at least fifteen (15) full years of service as an employee of the Corporation and its Subsidiaries and/or a member of the Board. (b) Forfeiture of Performance Units Upon Certain Terminations of Employment. If at any time during the Vesting Period, the Participant's employment with the Corporation is terminated (i) by the Corporation, or (ii) by the Participant, excluding any termination by reason of the Participant's Retirement, death or Disability, all of the Performance Units shall be automatically forfeited and cancelled in full effective as of such termination of employment and this Agreement shall be null and void and of no further force and effect; provided, however, that in the event of the Participant's severance the Participant shall be entitled to any vesting with respect to the Performance Units provided for in the circumstances in, and subject to, the express terms of any written employment agreement entered into between the Participant and the Corporation or any of its Subsidiaries and that is in effect at the time of the severance.View More
Termination of Employment. Notwithstanding any provisions to the contrary in any employment agreement, the HCP, Inc. Change in Control Severance Plan (or successor plan) or any other severance plan adopted by the Corporation, the provisions set forth in this Section 8 are applicable in the event of a termination of the Participant's employment with the Corporation and its Subsidiaries. (a) Qualifying Termination. If, at any time during the Vesting Period, the Participant's employment with the Corporation and its Subsidiar...ies is terminated (i) as a result of the Participant's death, Disability or Retirement, or (ii) by the Corporation without Cause or by the Participant for Good Reason, the Performance Units will remain outstanding during the remainder of the Vesting Period and will remain subject to Section 3. The Participant will be entitled to a pro rata portion of the number of Performance Units the Participant would have 3 received in accordance with Section 3, if any, had the Participant remained employed until the end of the Vesting Period. The pro rata portion will be based on the number of full months in the Performance Period during which 3 the Participant was employed as compared to the total number of months in the Performance Period. As used in this Agreement, "Disability" means a "permanent and total disability" (within the meaning of Section 22(e)(3) of the Code or as otherwise determined by the Administrator). As used in this Agreement, "Retirement" means, that, as of the date of termination of the Participant's employment or services, the Participant (1) has attained age 65 and completed at least five (5) full years of service as an employee of the Corporation and its Subsidiaries and/or a member of the Board, or (2) has attained age 60 and completed at least fifteen (15) full years of service as an employee of the Corporation and its Subsidiaries and/or a member of the Board. (b) Forfeiture of Performance Units Upon Certain Terminations of Employment. If at any time during the Vesting Period, the Participant's employment with the Corporation and its Subsidiaries is terminated (i) by the Corporation, Corporation or (ii) by the Participant, excluding any termination contemplated by reason of the Participant's Retirement, death or Disability, Section 8(a), all of the Performance Units shall be automatically forfeited and cancelled in full effective as of such termination of employment and this Agreement shall be null and void and of no further force and effect; provided, however, that in the event effect. (c) Termination of Performance Units. Any portion of any of the Participant's severance Performance Units that is not vested after giving effect to the provisions of Section 8(a) shall terminate. If any unvested Performance Units are terminated hereunder, such Performance Units shall automatically terminate and be cancelled as of the date of the Committee's determination of the relevant level of performance achieved, without payment of any consideration by the Corporation and without any other action by the Participant, or the Participant's beneficiary or personal representative, as the case may be. (d) Definitions. As used in this Agreement: (i) "Disability" means a "permanent and total disability" (within the meaning of Section 22(e)(3) of the Code or as otherwise determined by the Administrator). (ii) "Retirement" means, that, as of the date of termination of the Participant's employment, the Participant has attained [CEO: age 65 and completed at least 5 full years of service as an officer of the Corporation and its Subsidiaries] [Other Participants: (A) age 65 and completed at least 5 full years of service as an employee of the Corporation and its Subsidiaries and/or a member of the Board, or (B) age 60 and completed at least 15 full years of service as an employee of the Corporation and its Subsidiaries and/or a member of the Board]. (iii) "Cause" shall be entitled to any vesting with respect to have the Performance Units provided for meaning set forth in the circumstances in, and subject to, Participant's applicable employment agreement, or if the express terms of any written Participant is not party to an employment agreement entered into between the Participant and with the Corporation or any of its Subsidiaries and that Subsidiaries, then in the Corporation's general severance plan applicable to the Participant. (iv) "Good Reason" shall have the meaning set forth in the Participant's applicable employment agreement, or if the Participant is not party to an employment agreement with the Corporation or its Subsidiaries, then in effect at the time of Corporation's general severance plan applicable to the severance. Participant. View More
Termination of Employment. Upon the termination of employment for any reason, including the death of the employee, before the date on which any rights granted under the Plan are exercisable, all such rights shall immediately terminate and amounts paid by the employee or withheld from the employee's compensation through payroll deductions for the purpose of purchasing the Shares shall be paid to the employee or to the employee's estate, without interest unless otherwise determined by the Board of Directors.
Termination of Employment. Upon the termination of employment for any reason, including the death of the employee, before the date on which any rights granted under the Plan are exercisable, all such rights shall immediately terminate and amounts paid by the employee for the Shares or withheld for the purchase of Shares from the employee's compensation through payroll deductions for the purpose of purchasing the Shares shall be paid to the employee or to the employee's estate, without interest unless otherwise determined ...by the Board of Directors. interest. View More
Termination of Employment. Employee acknowledges that his/her employment and all of his/her positions with the Company is terminated as of March 4, 2015 (the "Termination Date"). Employee agrees that from and after the Termination Date he/she shall not hold himself/herself out as an employee, agent or authorized representative of the Company, negotiate or enter into any agreements on behalf of the Company, or otherwise purport to bind the Company in any way. Employee understands that the termination of his/her employment ...terminates Employee's right or claim to compensation or any other benefits of employment with the Company beyond the Termination Date, except that he/she shall be entitled to the separation compensation expressly set forth in this Agreement on the terms and subject to the conditions of this Agreement. Employee further acknowledges that, with the Payment set forth in Paragraph 2 of this Agreement (and his/her receipt of his/her final paycheck for the Company's pay period or portion thereof ending on the termination Date), he/she will have been paid all earned wages and other compensation incident to his/her employment to which he/she was entitled through the Termination Date, including without limitation, any accrued, unused vacation pay and/or paid time off.View More
Termination of Employment. Employee acknowledges that his/her employment and all of his/her positions with the Company is terminated as of March 4, February 2, 2015 (the "Termination Date"). Employee agrees that from and after the Termination Date he/she shall not hold himself/herself out as an employee, agent or authorized representative of the Company, negotiate or enter into any agreements on behalf of the Company, or otherwise purport to bind the Company in any way. Employee understands that the termination of his/her... employment terminates Employee's right or claim to compensation or any other benefits of employment with the Company beyond the Termination Date, except that he/she shall be entitled to the separation compensation expressly set forth in this Agreement on the terms and subject to the conditions of this Agreement. Employee further acknowledges that, with the Payment set forth in Paragraph 2 of this Agreement (and his/her receipt of his/her final paycheck for the Company's pay period or portion thereof ending on the termination Date), Agreement, he/she will have been paid all earned wages and other compensation incident to his/her employment to which he/she was entitled through the Termination Date, including without limitation, any accrued, unused vacation pay and/or paid time off. View More
Termination of Employment. (a) Qualifying Termination. If the Participant's employment terminates by reason of a Qualifying Termination during the Restriction Period, the Restriction Period shall, as of the date of such termination, lapse as to (and there shall become vested and non-forfeitable) that number of Restricted Stock Units equal to the product of (i) the number of Restricted Stock Units covered by the Award and (ii) a fraction, the numerator of which is the number of full calendar months during the Restriction P...eriod that the Participant was employed by the Corporation or any of the Subsidiaries and the denominator of which is 36. The remainder of the Restricted Stock Units covered by the Award shall be forfeited and canceled without further action by the Corporation or the Participant as of the date of such termination. (b) Termination for any Other Reason. If the Participant's employment terminates for any reason other than a Qualifying Termination during the Restriction Period, all of the unvested Restricted Stock Units covered by the Award (including any portion thereof that has been deferred under the Deferred Compensation Plan or otherwise) shall be forfeited and canceled without further action by the Corporation or the Participant as of the date of such termination. For purposes of the Award, the term "Retirement" shall mean a termination of the Participant's employment other than for Cause at or after the Participant's normal retirement age or earliest retirement date, in each case as specified in the Pension Plan of The Chubb Corporation or its successor (the "Pension Plan"). Accordingly, all of the unvested Restricted Stock Units covered by the Award (including any portion thereof that has been deferred under the Deferred Compensation Plan or otherwise) shall be forfeited and canceled without further action by the Corporation or the Participant as of the date the Participant's employment is terminated for Cause, whether prior to, on, or after the Participant's normal retirement age or earliest retirement date, in each case as specified in the Pension Plan. (c) Transfers between the Corporation and Subsidiaries; Leaves, Other Absences and Suspension. Transfer from the Corporation to a Subsidiary, from a Subsidiary to the Corporation, or from one Subsidiary to another shall not be considered a termination of employment. Any question regarding whether the Participant's employment has terminated in connection with a leave of absence or other absence from active employment shall be determined by the Committee, in its sole discretion, taking into account the provisions of applicable law and the Corporation's generally applicable employment policies and practices. The Committee also may suspend the operation of the termination of employment provisions of this Agreement for such period and upon such terms and conditions as it may deem necessary or appropriate to further the interests of the Corporation. -2- 4. Change in Control. Notwithstanding anything in Section 6 to the contrary, Section 9 of the Plan shall apply in the event of a Change in Control.View More
Termination of Employment. Except as provided in this Section 4 or in Section 5, the Participant shall not have any right to any payment hereunder unless the Participant is employed by the Corporation or a Subsidiary on the date the Performance Units subject to this Award are settled pursuant to Section 2(a) (or would have been settled without regard to any other provision of Section 2). (a) Qualifying Termination. If the Participant's employment terminates by reason of a Qualifying Termination during on or after December... 31, [ ], the Restriction Period, the Restriction Period shall, as Participant shall be entitled to payment in respect of the date of such termination, lapse as Performance Units covered by the Award. Any payment made pursuant to (and there a Qualifying Termination or pursuant to an employment agreement shall become vested and non-forfeitable) that number of Restricted Stock Units be in an amount equal to the product same Payment Value (without pro-ration) in respect of (i) the number of Restricted Stock Performance Units covered by the Award as would have been payable, and (ii) a fraction, payable at the numerator same time and subject to the same conditions, had the Participant's employment continued until the end of which is the number of full calendar months during the Restriction Period that the Participant was employed Performance Cycle. (b) Termination for any Other Reason. Unless otherwise determined by the Corporation Committee, if the Participant's employment is terminated prior to the date on which the Performance Units subject to this Award are settled pursuant to Section 2(a) (or would have been settled without regard to any other provision of Section 2) for any reason other than a Qualifying Termination occurring on or any after December 31, [ ], all of the Subsidiaries and the denominator of which is 36. The remainder of the Restricted Stock Participant's rights to Performance Units covered by the Award shall be immediately forfeited and canceled without further action by the Corporation or the Participant as of the date of such termination. (b) Termination for any Other Reason. If termination of employment. Notwithstanding the preceding sentence, in the event of the Participant's termination of employment terminates for any reason other than a Qualifying Termination during Cause, the Restriction Period, all of the unvested Restricted Stock Participant's Performance Units covered by the Award (including any portion thereof that has been deferred under the Deferred Compensation Plan or otherwise) shall be immediately forfeited and canceled without further action by the Corporation or the Participant as of the date of such termination. Participant. For purposes of the Award, the term "Retirement" shall mean a termination of the Participant's employment other than for Cause at or after the Participant's normal retirement age or earliest retirement date, in each case as specified in the Pension Plan of The Chubb Corporation or its successor (the "Pension Plan"). Accordingly, all of the unvested Restricted Stock Participant's Performance Units covered by the Award (including any portion thereof that has been deferred under the Deferred Compensation Plan or otherwise) shall be forfeited and canceled without further action by the Corporation or the Participant as of the date the Participant's employment is terminated for Cause, whether prior to, on, or after the Participant's normal retirement age or earliest retirement date, in each case as specified in the Pension Plan. (c) Transfers between the Corporation and Subsidiaries; Leaves, Other Absences and Suspension. Transfer from the Corporation to a Subsidiary, from a Subsidiary to the Corporation, or from one Subsidiary to another shall not be considered a termination of employment. Any question regarding whether the Participant's employment has terminated in -4- connection with a leave of absence or other absence from active employment shall be determined by the Committee, in its sole discretion, taking into account the provisions of applicable law and the Corporation's generally applicable employment policies and practices. The Committee also may suspend the operation of the termination of employment provisions of this Agreement for such period and upon such terms and conditions as it may deem necessary or appropriate to further the interests of the Corporation. -2- 4. Change in Control. Notwithstanding anything in Section 6 to the contrary, Section 9 of the Plan shall apply in the event of a Change in Control.View More
Termination of Employment. 8.01. Termination for Cause. (a) Company reserves the right to terminate this Agreement if Executive willfully breaches or habitually neglects the duties which he is required to perform under the terms of this Agreement; or commits such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of his duties. (b) Company may at its option terminate this Agreement for the reasons stated in this Section by giving written notice of termi...nation to Executive without prejudice to any other remedy to which Company may be entitled either at law, in equity, or under this Agreement. (c) The notice of termination required by this section shall specify the ground for the termination and shall be supported by a statement of all relevant facts. (d) Termination under this section shall be considered ''for cause'' for the purposes of this Agreement. 8.02. Failure to Meet Profit Standard. (a) If the net operating profits of Company for any annual accounting period of Company shall be less than the net operating profits in the previous fiscal year by 20% percent, Company at its option may terminate this Agreement by giving written notice of termination to Executive. (b) The term ''net operating profits,'' as used herein, means the net operating profits after taxes as determined and certified by the independent certified public accountants regularly retained by Company in accordance with sound accounting principles and in accordance with the past accounting practices of Company. (c) Termination under this section shall be considered ''for cause'' for the purposes of this Agreement. {00166972.1 / 4002.002}0 Kiwa Bio-Tech Employment Agreement President, CEO and CFO 8.03. Termination Without Cause. (a) This Agreement shall be terminated upon the death of Executive. (b) Company reserves the right to terminate this Agreement not less than six (6) months after Executive suffers any physical or mental disability that would prevent the performance of his essential job duties under this Agreement, unless reasonable accommodation can be made to allow Executive to continue working. Such a termination shall be effected by giving twenty (20) days' written notice of termination to Executive. Termination pursuant to this provision shall not prejudice Executive's rights to continued compensation pursuant to Section 4.02 of this Agreement. (c) Termination under this section shall not be considered ''for cause'' for the purposes of this Agreement. 8.04. Effect of Merger, Transfer of Assets, or Dissolution. (a) This Agreement shall not be terminated by any voluntary or involuntary dissolution of Company resulting from either a merger or consolidation in which Company is not the consolidated or surviving corporation, or a transfer of all or substantially all of the assets of Company. (b) In the event of any such merger or consolidation or transfer of assets, Company's rights, benefits, and obligations hereunder shall be assigned to the surviving or resulting corporation or the transferee of Company's assets. 8.05. Termination by Executive. Executive may terminate his obligations under this Agreement by giving Company at least three (3) months notice in advance.View More
Termination of Employment. 8.01. Termination for Cause. (a) Company reserves the right to terminate this Agreement if Executive willfully breaches or habitually neglects the duties which he is required to perform under the terms of this Agreement; or commits such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of his duties. (b) Company may at its option terminate this Agreement for the reasons stated in this Section by giving written notice of termi...nation to Executive without prejudice to any other remedy to which Company may be entitled either at law, in equity, or under this Agreement. (c) The notice of termination required by this section shall specify the ground for the termination and shall be supported by a statement of all relevant facts. (d) Termination under this section shall be considered ''for '‘for cause'' for the purposes of this Agreement. 8.02. Failure to Meet Profit Standard. (a) If the net operating profits of Company for any annual accounting period of Company shall be less than the net operating profits in the previous fiscal year by 20% percent, Company at its option may terminate this Agreement by giving written notice of termination to Executive. (b) The term ''net '‘net operating profits,'' as used herein, means the net operating profits after taxes as determined and certified by the independent certified public accountants regularly retained by Company in accordance with sound accounting principles and in accordance with the past accounting practices of Company. (c) Termination under this section shall be considered ''for '‘for cause'' for the purposes of this Agreement. {00166972.1 / 4002.002}0 Kiwa Bio-Tech Employment Agreement President, CEO and CFO 0 Pages 8.03. Termination Without Cause. (a) This Agreement shall be terminated upon the death of Executive. (b) Company reserves the right to terminate this Agreement not less than six (6) months after Executive suffers any physical or mental disability that would prevent the performance of his essential job duties under this Agreement, unless reasonable accommodation can be made to allow Executive to continue working. Such a termination shall be effected by giving twenty (20) days' written notice of termination to Executive. Termination pursuant to this provision shall not prejudice Executive's rights to continued compensation pursuant to Section 4.02 of this Agreement. (c) Termination under this section shall not be considered ''for '‘for cause'' for the purposes of this Agreement. 8.04. Effect of Merger, Transfer of Assets, or Dissolution. (a) This Agreement shall not be terminated by any voluntary or involuntary dissolution of Company resulting from either a merger or consolidation in which Company is not the consolidated or surviving corporation, or a transfer of all or substantially all of the assets of Company. (b) In the event of any such merger or consolidation or transfer of assets, Company's rights, benefits, and obligations hereunder shall be assigned to the surviving or resulting corporation or the transferee of Company's assets. 8.05. Termination by Executive. Executive may terminate his obligations under this Agreement by giving Company at least three (3) months notice in advance. View More
