Termination of Employment Contract Clauses (4,973)

Termination of Employment. 5.1 Except as otherwise expressly provided in this Agreement or the Employment Agreement, if the Grantee's employment under the terms of his Employment Agreement terminates for any reason at any time before all of his or her RSUs have vested, the Grantee's unvested RSUs shall be automatically forfeited upon such termination of employment, and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement. 5.2 Notwithstanding Section 5.1, if the Grant...ee's employment is terminated on or before June 30, 2016 (i) by the Company for any reason other than death, Disability (as defined in the Employment Agreement) or Cause (as defined in the Employment Agreement) or (ii) by the Grantee for Good Reason (as defined in the Employment Agreement), then 75% of the unvested RSUs shall vest. 5.3 Notwithstanding Section 5.1, if the Grantee's employment is terminated on or after June 30, 2016 but before June 30, 2017 (i) by the Company for any reason other than death, Disability or Cause or (ii) by the Grantee for Good Reason, then 65% of the unvested RSUs shall vest. 5.4 Notwithstanding Section 5.1, if the Grantee's employment terminates on or before June 30, 2018 (ii) by the Company for any reason other than death, Disability or Cause or (ii) by the Grantee for Good Reason; and if the VWAP (as defined in Exhibit 1) of the Common Stock is greater than $2.50 for the ten trading day period ending on the trading day immediately prior to the date of the aforementioned termination of employment, then 50% of the unvested RSUs shall vest. View More

Termination of Employment. As soon as practicable upon termination of a Participant's employment with the Company for any reason whatsoever, including but not 5 limited to death or retirement, the Participant's Account shall be refunded to the Participant or the Participant's estate, as applicable.

Termination of Employment. (a) General Rule. Any RSUs held by the Grantee that have not vested shall be forfeited upon the Grantee's Termination of Employment (or if earlier, the date on which the Grantee has provided notice of his or her voluntary resignation, as determined by the Company in its discretion); provided, however, that if the Grantee's employment is terminated by the Company or one of its Affiliates or Subsidiaries other than for Cause or as a result of the Grantee's death, Disability or Retirement, then the... Grantee's RSUs shall be treated in accordance with Section 3(b) or 3(c) below, as applicable. (b) Termination of Employment by the Company or its Subsidiaries or Affiliates other than for Cause; due to the Grantee's Disability; as a result of the Grantee's Retirement. Upon the Grantee's Termination of Employment (i) by the Company or one of its Affiliates or Subsidiaries other than for Cause, (ii) due to the Grantee's Disability or (iii) as a result of the Grantee's Retirement, each unvested RSU held by the Grantee shall vest upon the earlier to occur of (A) the date such RSU would have otherwise vested or (B) the last day of the month in which the first anniversary of the Grantee's Termination of Employment occurs, in each case subject to the Grantee's (x) continued compliance with Appendix A of this Agreement and (y) execution of a general release of claims in favor of the Company and its Subsidiaries and Affiliates in the form provided by the Company (a "Release") that becomes effective prior to the latest date for settlement provided in Section 5(a) (or such earlier date as may be required by the Company). (c) Termination of Employment Due to Death. Upon the Grantee's Termination of Employment as a result of death, all unvested RSUs shall immediately vest. View More

Termination of Employment. (a) In the event of the termination of employment of Optionee without cause prior to December 31, 2017, (other than by reason of his death or disability) pursuant to the Employment Agreement, and subject to Optionee signing and not revoking a general release of claims as set forth in Appendix A, Optionee will be entitled to the full amount of stock options remaining under this Agreement, which stock options shall immediately vest in full on the date of termination. The stock options shall remain... exercisable for three (3) months following the date of termination and any unexercised options shall be null and void if not exercised by that date. (b) Should Optionee be terminated for cause (as defined in the Employment Agreement), should Optionee voluntarily resign from the Company, or in the event of the termination of employment of Optionee upon death or disability, Optionee's (or, in the event of death, the legatee or legatees of Optionee under his last will, or his personal representatives or distributees) right to exercise the option, to the extent it was vested and he was entitled to exercise it on the date of termination of employment, shall continue for three (3) months after such termination but not after ten (10) years from the Date of Grant. If the Optionee (or, in the event of death, the legatee or legatees of Optionee under his last will, or his personal representatives or distributees) does not exercise the option within the three (3) months following such termination of employment, any unexercised options shall be null and void. View More

Termination of Employment. (a) Death. Executive's employment shall terminate automatically upon his death. (b) Termination by the Company. The Company may terminate Executive's employment during the Term with or without Cause (as defined herein), in each case immediately on written notice to Executive. For purposes of this Agreement, a termination shall be considered to be for "Cause" if the Company determines that any of the following has occurred: (i) Executive's willful violation of any laws, rules or regulations appli...cable to banks or the banking industry generally; (ii) Executive's material failure to comply with the Company's policies or guidelines of employment or corporate governance policies or guidelines, including, without limitation, any business code of ethics adopted by the Company, that, if capable of being cured, is not cured by Executive within ten (10) days of written notice by the Company of the failure; (iii) any act of fraud, misappropriation or embezzlement by Executive; (iv) a material breach of this Agreement that, if such breach is capable of being cured, is not cured by Executive within ten (10) days of written notice by the Company of the breach; or (v) Executive's conviction of, or Executive's pleading guilty or nolo contendere to, a felony or a crime involving moral turpitude (including pleading guilty or nolo contendere to a felony or lesser charge which results from plea bargaining). (c) Termination by Executive. Executive's employment may be terminated by Executive for any reason or no reason by delivering a notice of termination to the Company thirty (30) days prior to the desired date of termination. View More

Termination of Employment. (a) If you cease to be employed due to your death or Disability (as defined below), then as of the first business day of the month following the date of termination of your employment, you will vest in the number of unvested Restricted Stock Units equal to the Pro Rata Number (as defined below). In such event, the Pro Rata Number of shares underlying the remaining Restricted Stock Units shall be delivered as of the first business day of the month following the date of termination of your employm...ent, subject to the provisions of Sections 6, 13 and 14 below. The "Pro Rata Number" is defined as: 50% of the number of Restricted Stock Units subject to this Award multiplied by a fraction, the numerator of which is the number of full calendar months you continued employment with the Company from the most recently completed Vesting Date (or from the Grant Date for ceases of employment within twelve months of the Grant Date) through and including your termination date, and the denominator of which is 12. 1 "Disability" is defined as any one or more of the following: (i) your being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than twelve (12) months; (ii) you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under the Company's accident and health plan covering the Company's employees; or (iii) you have been determined to be totally disabled by the Social Security Administration. (b) If you cease to be employed due to your Retirement (as defined below), then as of the first business day of the month following the date of termination of your employment, you will become immediately vested in any Restricted Stock Units that have not previously vested. In such event, all shares underlying any remaining Restricted Stock Units shall be delivered as of the first business day of the month following the date of termination of your employment, subject to the provisions of Sections 6, 13 and 14 below. "Retirement" is defined as your termination of employment for a reason other than Disability or death subsequent to your having attained age 70 and having been employed by the Company or one of its affiliate for at least 15 years. Notwithstanding the preceding sentence, a termination will not be considered a Retirement if you are terminated for "Cause" by the Company or one of its affiliates. For this purpose, "Cause" shall be defined as (i) embezzlement, theft or misappropriation by you of any property of any of the Company or its affiliates; (ii) your breach of any fiduciary duty to the Company or its affiliates; (iii) your failure or refusal to comply with laws or regulations applicable to the Company or its affiliates and their businesses or the policies of the Company and its affiliates governing the conduct of its employees or directors; (iv) your gross incompetence in the performance of your job duties; (v) commission by you of a felony or of any crime involving moral turpitude, fraud or misrepresentation; (vi) your failure to perform duties consistent with a commercially reasonable standard of care; (vii) your failure or refusal to perform your job duties or to perform specific directives of your supervisor or designee, or the senior officers or Board of Directors of the Company; or (viii) any gross negligence or willful misconduct by you resulting in loss to the Company or its affiliates, or damage to the reputation of the Company or its affiliates. (c) If you cease to be employed other than due to a termination described in (a) or (b) above, and except as provided otherwise in a Company plan or individual agreement covering you, all then unvested Restricted Stock Units (including dividend equivalents, if any) awarded hereby shall immediately terminate without notice to you and shall be forfeited. For the purposes of this Agreement, termination of employment shall be considered to be the last day of your active service for the Company and its affiliates and such termination of employment date shall not be extended by any notice of termination period (or garden leave) required under applicable local law. View More

Termination of Employment. a. Executive employment with the Company ended effective August 23, 2017 ("Termination Date). Effective on the Termination Date, Executive status as an officer or director of the Company and any of its subsidiaries will end. b. The Company will pay Executive her regular base salary through August 23, 2017 and will also pay Executive for accrued but unused vacation time as of the Termination Date. Executive acknowledges and agrees that she has received all wages, compensation, benefits and other ...payments to which she is entitled as an employee of the Company. Executive's rights under the Edgewater Technology, Inc. 2012 Omnibus Incentive Plan and any qualified retirement plans shall continue to be as provided in the relevant plan documents. View More

Termination of Employment. 6.2 Termination For Good Reason. 6.3 Termination During a Change of Control. 6.4 Permanent Disability. 6.5 Death. 6.6 Termination for Cause: Resignation by Executive.

Termination of Employment. For purposes of the Agreement, all references to "termination of employment" and correlative phrases shall be construed to require a "separation from service" (as defined in Treasury regulation Section 1.409A-1(h) after giving effect to the presumptions contained therein), and the term "specified employee" means an individual determined by the Company to be a specified employee under Treasury regulation Section 1.409A-1(i). Adam Woodrow Page 7 3.Reimbursement for Expenses. Any reimbursement for ...expenses that would constitute nonqualified deferred compensation subject to Section 409A shall be subject to the following additional rules: (i) no reimbursement of any such expense shall affect your right to reimbursement of any such expense in any other taxable year; (ii) reimbursement of the expense shall be made, if at all, promptly, but not later than the end of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursement shall not be subject to liquidation or exchange for any other benefit. View More

Termination of Employment. a. If you resign your employment with the Company or if the Company terminates your employment for Cause, at any time, you will receive your base salary, as well as any accrued but unused vacation (if applicable), earned through the effective resignation or termination date, and no additional compensation or benefits shall be due. b. If the Company terminates your employment for any reason, other than for Cause, as such term is defined in the Stock Purchase Agreements, and a Separation occurs: (...1) The Company will give you written notice of termination, your base salary well as any accrued but unused vacation (if applicable) earned through the effective termination date. (2) You will be eligible to receive "severance" from the Company, consisting of: (i) continuation of your base salary for 12 months after the effective termination date, 2 payable in accordance with the Company's regular payroll schedule; and (ii) if you timely elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") following the termination of your employment, the Company shall pay your monthly COBRA premiums for 12 months following the effective termination date. The salary continuation payments will begin within 30 days after the release deadline specified below, and, once they commence, will be retroactive to your Separation. (3) This "severance" shall be conditioned on: (i) you signing and not revoking a general release of any and all claims, known and unknown, in a form provided by the Company, and (ii) your return to the Company of all of its property and confidential information that is in your possession, custody or control. You must execute and return the release on or before the date specified by the Company in the prescribed form, which will in no event be later than 60 days after your Separation. If you fail to return the release on or before the release deadline, or if you revoke the release, then you will not be entitled to the benefits described in this Section 6(b) or in Section 7(a). c. For all purposes under this Agreement, a "Separation" shall mean a "separation from service" as defined in the regulations under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). d. For purposes of Section 409A of the Code, each salary continuation payment under Sections 6(b) or 7(a), as applicable, is hereby designated as a separate payment. If the Company determines that you are a "specified employee" under Section 409A(a)(2)(B)(i) of the Code at the time of your Separation, then (i) the salary continuation payments under Section 6(b) or 7(a), to the extent that they are subject to Section 409A of the Code, will commence during the seventh month after your Separation and (ii) the installments that otherwise would have been paid during the first six months after your Separation will be paid in a lump sum when the salary continuation payments commence. View More