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. The following supplements Section 2(b) of the Exhibit 10(ii)Terms and Conditions as well as any other section required to give effect to the same:In the event of your termination of employment for any reason (other than by reason of death, Disability or Retirement), either by you or by the Employer, with or without cause, your rights to vest or to continue to vest in the RSUs and receive Shares under the 2011 Plan, if any, will terminate as of the actual Termination Date. For this purpose, the "...Termination Date" shall mean the last day on which you are actively employed by the Employer, and shall not include or be extended by any period following such day during which you are in receipt of or eligible to receive any notice of termination, pay in lieu of notice of termination, severance pay or any other payments or damages, whether arising under statute, contract or at common law.Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, your right to vest in the RSUs under the 2011 Plan, if any, will terminate effective as of the last day of your minimum statutory notice period, but you will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of your statutory notice period, nor will you be entitled to any compensation for lost vesting. BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE PROVISIONS OF THE 2011 PLAN, THE TERMS AND CONDITIONS AND THIS ADDENDUM. PLEASE SIGN AND RETURN THIS ADDENDUM VIA EMAIL NO LATER THAN APRIL 28, 2023 TO STOCKPLANADMINISTRATION@STRYKER.COM. ___________________________________ ______________________________Employee Signature Employee Name (Printed) _____________________Date CHILE 1.Private Placement. The following provision shall replace Section 16 of the Terms and Conditions: The grant of the RSUs hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement. a)The starting date of the offer will be the grant date, and this offer conforms to General Ruling no. 336 of the Chilean Commission for the Financial Markets ("CMF");b)The offer deals with securities not registered in the registry of securities or in the registry of foreign securities of the CMF, and therefore such securities are not subject to its oversight; Exhibit 10(ii) c)The Company, as the issuer, is not obligated to provide public information in Chile regarding the foreign securities, as such securities are not registered with the CMF; andd)The Shares, as foreign securities, shall not be subject to public offering as long as they are not registered with the corresponding registry of securities in Chile. a)La fecha de inicio de la oferta será el de la fecha de otorgamiento y esta oferta se acoge a la norma de Carácter General n° 336 de la Comisión para el Mercado Financiero Chilena ("CMF");b)La oferta versa sobre valores no inscritos en el registro de valores o en el registro de valores extranjeros que lleva la CMF, por lo que tales valores no están sujetos a la fiscalización de ésta;c)Por tratar de valores no inscritos no existe la obligación por parte del emisor de entregar en chile información pública respecto de esos valores; yd)Esos valores no podrán ser objeto de oferta pública mientras no sean inscritos en el registro de valores correspondiente. CHINA 1.RSUs Conditioned on Satisfaction of Regulatory Obligations. If you are a People's Republic of China ("PRC") national, the grant of the RSUs is conditioned upon the Company securing all necessary approvals from the PRC State Administration of Foreign Exchange to permit the operation of the 2011 Plan and the participation of PRC nationals employed by your Employer, as determined by the Company in its sole discretion. View More
Termination of Employment. The following supplements Section 2(b) Parties agree that Employee's employment relationship with the Trust, including all other offices and positions Employee has with the Trust and all of the Exhibit 10(ii)Terms and Conditions its subsidiaries, affiliates, joint ventures, partnerships or any other business enterprises, as well as any office or position as a fiduciary or with any trade group or other section required to give effect to the same:In the event of your termination of employment for ...any reason (other than by reason of death, Disability or Retirement), either by you or by the Employer, with or without cause, your rights to vest or to continue to vest in the RSUs and receive Shares under the 2011 Plan, if any, will terminate as industry organization which he holds on behalf of the actual Termination Date. For this purpose, Trust or its subsidiaries or affiliates, shall be automatically terminated effective at _____ on the ______________ (the "Termination Date" shall mean the last day on which you are actively employed by the Employer, and shall not include or be extended by any period following such day during which you are in receipt of or eligible to receive any notice of termination, pay in lieu of notice of termination, severance pay or any other payments or damages, whether arising under statute, contract or at common law.Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, your right to vest in the RSUs under the 2011 Plan, if any, will terminate effective as of the last day of your minimum statutory notice period, but you will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of your statutory notice period, nor will you be entitled to any compensation for lost vesting. BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE PROVISIONS OF THE 2011 PLAN, THE TERMS AND CONDITIONS AND THIS ADDENDUM. PLEASE SIGN AND RETURN THIS ADDENDUM VIA EMAIL NO LATER THAN APRIL 28, 2023 TO STOCKPLANADMINISTRATION@STRYKER.COM. ___________________________________ ______________________________Employee Signature Employee Name (Printed) _____________________Date CHILE 1.Private Placement. The following provision shall replace Section 16 of the Terms and Conditions: The grant of the RSUs hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement. a)The starting date of the offer will be the grant date, and this offer conforms to General Ruling no. 336 of the Chilean Commission for the Financial Markets ("CMF");b)The offer deals with securities not registered in the registry of securities or in the registry of foreign securities of the CMF, and therefore such securities are not subject to its oversight; Exhibit 10(ii) c)The Company, as the issuer, is not obligated to provide public information in Chile regarding the foreign securities, as such securities are not registered with the CMF; andd)The Shares, as foreign securities, shall not be subject to public offering as long as they are not registered with the corresponding registry of securities in Chile. a)La fecha de inicio de la oferta será el de la fecha de otorgamiento y esta oferta se acoge a la norma de Carácter General n° 336 de la Comisión para el Mercado Financiero Chilena ("CMF");b)La oferta versa sobre valores no inscritos en el registro de valores o en el registro de valores extranjeros que lleva la CMF, por lo que tales valores no están sujetos a la fiscalización de ésta;c)Por tratar de valores no inscritos no existe la obligación por parte del emisor de entregar en chile información pública respecto de esos valores; yd)Esos valores no podrán ser objeto de oferta pública mientras no sean inscritos en el registro de valores correspondiente. CHINA 1.RSUs Conditioned on Satisfaction of Regulatory Obligations. If you are a People's Republic of China ("PRC") national, the grant of the RSUs is conditioned upon the Company securing all necessary approvals from the PRC State Administration of Foreign Exchange to permit the operation of the 2011 Plan and the participation of PRC nationals employed by your Employer, as determined by the Company in its sole discretion. Date"). View More
Termination of Employment. The following supplements Section 2(b) of If your employment with the Exhibit 10(ii)Terms and Conditions as well as any other section required to give effect to the same:In the event of your termination of employment Company ends for any reason (other than by reason of death, Disability or Retirement), either by prior to Transaction Completion, you or by shall forfeit the Employer, with or without cause, your Award, and shall have no further rights hereunder. ___________________ 1 NTD: Amount to... vest or to continue to vest in the RSUs and receive Shares under the 2011 Plan, if any, will terminate as be 75% of the actual Termination Date. For this purpose, the "Termination Date" shall mean the last day on which you are actively employed by the Employer, and shall not include or total award opportunity. 2 NTD: Amount to be extended by any period following such day during which you are in receipt of or eligible to receive any notice of termination, pay in lieu of notice of termination, severance pay or any other payments or damages, whether arising under statute, contract or at common law.Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, your right to vest in the RSUs under the 2011 Plan, if any, will terminate effective as 25% of the last day of your minimum statutory notice period, but you will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of your statutory notice period, nor will you be entitled to any compensation for lost vesting. BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE PROVISIONS OF THE 2011 PLAN, THE TERMS AND CONDITIONS AND THIS ADDENDUM. PLEASE SIGN AND RETURN THIS ADDENDUM VIA EMAIL NO LATER THAN APRIL 28, 2023 TO STOCKPLANADMINISTRATION@STRYKER.COM. ___________________________________ ______________________________Employee Signature Employee Name (Printed) _____________________Date CHILE 1.Private Placement. The following provision shall replace Section 16 of the Terms and Conditions: The grant of the RSUs hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement. a)The starting date of the offer will be the grant date, and this offer conforms to General Ruling no. 336 of the Chilean Commission for the Financial Markets ("CMF");b)The offer deals with securities not registered in the registry of securities or in the registry of foreign securities of the CMF, and therefore such securities are not subject to its oversight; Exhibit 10(ii) c)The Company, as the issuer, is not obligated to provide public information in Chile regarding the foreign securities, as such securities are not registered with the CMF; andd)The Shares, as foreign securities, shall not be subject to public offering as long as they are not registered with the corresponding registry of securities in Chile. a)La fecha de inicio de la oferta será el de la fecha de otorgamiento y esta oferta se acoge a la norma de Carácter General n° 336 de la Comisión para el Mercado Financiero Chilena ("CMF");b)La oferta versa sobre valores no inscritos en el registro de valores o en el registro de valores extranjeros que lleva la CMF, por lo que tales valores no están sujetos a la fiscalización de ésta;c)Por tratar de valores no inscritos no existe la obligación por parte del emisor de entregar en chile información pública respecto de esos valores; yd)Esos valores no podrán ser objeto de oferta pública mientras no sean inscritos en el registro de valores correspondiente. CHINA 1.RSUs Conditioned on Satisfaction of Regulatory Obligations. If you are a People's Republic of China ("PRC") national, the grant of the RSUs is conditioned upon the Company securing all necessary approvals from the PRC State Administration of Foreign Exchange to permit the operation of the 2011 Plan and the participation of PRC nationals employed by your Employer, as determined by the Company in its sole discretion. total award opportunity. View More
Termination of Employment. The following supplements Section 2(b) of the Exhibit 10(ii)Terms and Conditions as well as any other section required to give effect to the same:In the event of your termination of Executive acknowledges that Executive's employment for any reason (other than by reason of death, Disability or Retirement), either by you or by the Employer, with or without cause, your rights to vest or to continue to vest in the RSUs and receive Shares under the 2011 Plan, if any, will terminate as of the actual T...ermination Date. For this purpose, the "Termination Date" shall mean the last day on which you are actively employed by the Employer, and shall not include or be extended by any period following such day during which you are in receipt of or eligible to receive any notice of termination, pay in lieu of notice of termination, severance pay or any other payments or damages, whether arising under statute, contract or at common law.Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, your right to vest in the RSUs under the 2011 Plan, if any, will terminate effective as of the last day of your minimum statutory notice period, but you will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of your statutory notice period, nor will you be entitled to any compensation for lost vesting. BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE PROVISIONS OF THE 2011 PLAN, THE TERMS AND CONDITIONS AND THIS ADDENDUM. PLEASE SIGN AND RETURN THIS ADDENDUM VIA EMAIL NO LATER THAN APRIL 28, 2023 TO STOCKPLANADMINISTRATION@STRYKER.COM. ___________________________________ ______________________________Employee Signature Employee Name (Printed) _____________________Date CHILE 1.Private Placement. The following provision shall replace Section 16 of the Terms and Conditions: The grant of the RSUs hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement. a)The starting date of the offer will be the grant date, and this offer conforms to General Ruling no. 336 of the Chilean Commission for the Financial Markets ("CMF");b)The offer deals with securities not registered in the registry of securities or in the registry of foreign securities of the CMF, and therefore such securities are not subject to its oversight; Exhibit 10(ii) c)The Company, as the issuer, is not obligated to provide public information in Chile regarding the foreign securities, as such securities are not registered with the CMF; andd)The Shares, as foreign securities, shall not be subject to public offering as long as they are not registered with the corresponding registry of securities in Chile. a)La fecha de inicio de la oferta será el de la fecha de otorgamiento y esta oferta se acoge a la norma de Carácter General n° 336 de la Comisión para el Mercado Financiero Chilena ("CMF");b)La oferta versa sobre valores no inscritos en el registro de valores o en el registro de valores extranjeros que lleva la CMF, por lo que tales valores no están sujetos a la fiscalización de ésta;c)Por tratar de valores no inscritos no existe la obligación por parte del emisor de entregar en chile información pública respecto de esos valores; yd)Esos valores no podrán ser objeto de oferta pública mientras no sean inscritos en el registro de valores correspondiente. CHINA 1.RSUs Conditioned on Satisfaction of Regulatory Obligations. If you are a People's Republic of China ("PRC") national, the grant of the RSUs is conditioned upon the Company securing all necessary approvals from the PRC State Administration of Foreign Exchange to permit the operation of the 2011 Plan and the participation of PRC nationals employed by your Employer, as determined by the Company in its sole discretion. terminated effective _____, 200__. View More
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Termination of Employment. If the Grantee's employment with the Company and its Subsidiaries terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in suc...h unvested Restricted Stock Units. View More
Termination of Employment. If Subject to the Grantee's discretion of the Committee to permit continued vesting of the Restricted Stock Units, if the Participant's employment with the Company and its Subsidiaries Affiliates terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee Partici...pant nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units. View More
Termination of Employment. If the Grantee's employment with the Company and its Subsidiaries terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units PSUs that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests i...n such unvested Restricted Stock Units. PSUs. View More
Termination of Employment. If the Grantee's employment with the Company and its Subsidiaries terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in suc...h unvested Restricted Stock Units. Units.4. Issuance of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares. View More
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Termination of Employment. 7.1 Employment Requirement. Except as otherwise provided in Section 7.2 if a Participant's employment terminates for any reason prior to the date that Awards are paid, all of the Participant's rights to an Award for the Performance Period shall be forfeited. However, if a Participant's employment is terminated without Cause during a Performance Period, the Participant will be paid a Pro-rated Award if required under the terms of an Award Agreement or other written agreement between the Company a...nd the Participant. In addition, the Committee, in its discretion, may pay a Pro-rated Award, subject to the Committee's certification that the Participant's Performance Goals for the Performance Period have been met. Such Pro-rated Award will be paid at the same time and in the same manner as Awards are paid to other Participants. Notwithstanding the foregoing, if a Participant's employment is terminated for Cause, the Participant shall in all cases forfeit any Award not already paid. 7.2 Termination of Employment Due to Death or Disability. If a Participant's employment is terminated by reason of his or her death or Disability during a Performance Period, the Participant or his or her beneficiary will be paid a Pro-rated Award. If a Participant's employment is terminated by reason of his or her death or Disability following a Performance Period but before the date that Awards are paid, the Participant or his or her beneficiary will be paid the Award that would otherwise be payable if the Participant remained employed through the date that Awards are paid. In the case of a Participant's Disability, the employment termination shall be deemed to have occurred on the date that the Committee determines that the Participant is Disabled. Payment of such Award or Pro-rated Award, as applicable will be made at the same time and in the same manner as Awards are paid to other Participants. View More
Termination of Employment. 7.1 Employment Requirement. Except as otherwise provided in Section 7.2 herein, if a Participant's employment terminates for any reason prior to the date that Awards are paid, all of the Participant's rights to an Award for the Performance Period shall be forfeited. However, the Committee, in its sole discretion, may pay a Pro-Rated Award if a Participant's employment is terminated without terminates prior to such date other than for Cause during a Performance Period, the Participant will be pai...d a Pro-rated Award if required under the terms of an Award Agreement or and other written agreement between the Company and the Participant. In addition, the Committee, in its discretion, may pay a Pro-rated Award, subject to the Committee's certification that than by the Participant's Performance Goals for the Performance Period have been met. resignation (including by reason of death or Disability). Such Pro-rated Pro-Rated Award will be paid at in a cash lump sum within sixty days after the same time and in date of termination of the same manner as Awards are paid to other Participants. Participant's employment. Notwithstanding the foregoing, if a Participant's employment is terminated for Cause, Cause or by the Participant's resignation, the Participant shall in all cases forfeit any Award not already paid. 7.2 Termination of Employment Due to Death or Disability. If a Participant's employment is terminated by reason of his or her death or Disability during a Performance Period, the Participant or his or her beneficiary will be paid a Pro-rated Award. If a Participant's employment is terminated by reason of his or her death or Disability following a Performance Period but before the date that Awards are paid, the Participant or his or her beneficiary will be paid the Award that would otherwise be payable if the Participant remained employed through the date that Awards are paid. In the case of a Participant's Disability, the employment termination shall be deemed to have occurred on the date that the Committee determines that the Participant is Disabled. Payment of such Award or Pro-rated Award, as applicable will be made at the same time and in the same manner as Awards are paid to other Participants. View More
Termination of Employment. 7.1 Employment Requirement. Except as otherwise provided in Section 7.2 or pursuant to the terms of a Participant's employment agreement or similar agreement with the Company, if a Participant's employment terminates for any reason prior to the date that Awards are paid, all of the Participant's rights Participant shall no longer be eligible to earn an Award for the Performance Period shall be forfeited. Period. However, if a Participant's employment except in the event the Participant is termin...ated without Cause during a Performance Period, the Participant will be paid a Pro-rated Award if required under the terms of an Award Agreement or other written agreement between the Company and the Participant. In addition, for Cause, the Committee, in its sole discretion, may pay a Pro-rated Award, subject to the Committee's certification that Award reflecting the Participant's Performance Goals participation for a portion of the Performance Period have been met. Period. Such Pro-rated Award will be paid at the same time and in the same manner as Awards are paid to other Participants. Notwithstanding the foregoing, if a Participant's employment is terminated for Cause, the Participant shall in all cases forfeit any Award not already paid. 7.2 Termination of Employment Due to Death or Disability. Death. If a Participant's employment is terminated by reason of his or her death or Disability during a Performance Period, the Participant or his or her beneficiary will be paid a Pro-rated Award. If Award reflecting participation for a Participant's employment is terminated by reason portion of his or her death or Disability following a the Performance Period but before the date that Awards are paid, the Participant or his or her beneficiary will be paid the Award that would otherwise be payable if the Participant remained employed through the date that Awards are paid. In the case of a Participant's Disability, the employment termination shall be deemed to have occurred on the date that the Committee determines that the Participant is Disabled. Period. Payment of such Pro-rated Award or Pro-rated Award, as applicable will be made at the same time and in the same manner as Awards are paid to other Participants. 7 8. Change in Control. If a Change in Control occurs during a Performance Period, subject to the terms of any Company plan or a Participant's employment agreement, change in control agreement, severance agreement or similar agreement, as applicable, the Committee may, but is not required to, provide for a Participant to be paid a Pro-rated Award based on actual or target performance, as determined by the Committee. Such Pro-rated Awards, if any, paid in connection with a Change in Control, will be paid within 30 days following the Change in Control. View More
Termination of Employment. 7.1 Employment Requirement. Except as otherwise provided in Section 7.2 or pursuant to the terms of a Participant's employment agreement or similar agreement with the Company, if a Participant's employment terminates for any reason prior to the date that Awards are paid, all of the Participant's rights Participant shall no longer be eligible to earn an Award for the Performance Period shall be forfeited. Period. However, if a Participant's employment except in the event the Participant is termin...ated without Cause during a Performance Period, the Participant will be paid a Pro-rated Award if required under the terms of an Award Agreement or other written agreement between the Company and the Participant. In addition, for Cause, the Committee, in its sole discretion, may pay a Pro-rated Award, subject to the Committee's certification that Award reflecting the Participant's Performance Goals participation for a portion of the Performance Period have been met. Period. Such Pro-rated Award will be paid at the same time and in the same manner as Awards are paid to other Participants. Notwithstanding the foregoing, if a Participant's employment is terminated for Cause, the Participant shall in all cases forfeit any Award not already paid. 7.2 Termination of Employment Due to Death or Disability. Death. If a Participant's employment is terminated by reason of his or her death or Disability during a Performance Period, the Participant or his or her beneficiary will be paid a Pro-rated Award. If Award reflecting participation for a Participant's employment is terminated by reason portion 7 of his or her death or Disability following a the Performance Period but before the date that Awards are paid, the Participant or his or her beneficiary will be paid the Award that would otherwise be payable if the Participant remained employed through the date that Awards are paid. In the case of a Participant's Disability, the employment termination shall be deemed to have occurred on the date that the Committee determines that the Participant is Disabled. Period. Payment of such Pro-rated Award or Pro-rated Award, as applicable will be made at the same time and in the same manner as Awards are paid to other Participants. View More
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Termination of Employment. (a) Cause. In the event that Grantee's employment is terminated by any entity in the Company Group for Cause, as of the date of such termination of employment all Restricted Share Units shall cease to vest and any outstanding Restricted Share Units and Vested Shares that have yet to settle pursuant to Section 8 hereof, shall immediately be forfeited to the Company without payment of consideration by the Company. (b) Other. Unless the Committee determines otherwise, in the event that Grantee's em...ployment is terminated for any reason other than for Cause, as of the date of such termination of employment all Restricted Share Units shall cease to vest and, with the exception of any Vested Shares that have yet to settle pursuant to Section 8 hereof, shall immediately be forfeited to the Company without payment of consideration by the Company. View More
Termination of Employment. (a) Cause. In the event that Grantee's employment is terminated by any entity in the Company Group for Cause, as of the date of such termination of employment all Restricted Performance Share Units shall cease to vest and any outstanding Restricted Performance Share Units and Vested Shares that have yet to settle pursuant to Section 8 hereof, hereof shall immediately be forfeited to the Company without payment of consideration by the Company. (b) Other. Resignation. Unless the Committee determin...es otherwise, in the event that Grantee's employment is terminated for any reason other than for Cause, upon his Resignation, as of the date of such termination of employment all Restricted Performance Share Units shall cease to vest and, with the exception of any Vested Shares that have yet to settle pursuant to Section 8 hereof, shall immediately be forfeited to the Company without payment of consideration by the Company. (c) Other. In the event that Grantee's employment is terminated for any reason, the terms of the Employment Agreement shall govern the impact on the Performance Share Units. View More
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Termination of Employment. Upon termination of the Employee's employment for any reason other than death, retirement, in accordance with the applicable retirement policy, or permanent and total disability, then, except as provided in Section 16(a), all unvested shares shall be forfeited by the Employee and he or she may exercise the Stock Option, to the extent that it is then vested, before the New York Stock Exchange closes on the date of termination, except to the extent a severance plan applicable to the Employee provi...des otherwise. View More
Termination of Employment. Upon termination of the Employee's employment for any reason other than death, retirement, in accordance with the applicable retirement policy, or permanent and total disability, then, except as provided in Section 16(a), disability or Cause (as defined below), then all unvested shares Shares shall be forfeited by the Employee as of the date of termination and he or she may exercise the Stock Option, to the extent that it is then vested, before the New York Stock Exchange closes on within three ...(3) months after the date of termination, the Employee's termination (but in no event later than the Expiration Date), except to the extent a severance plan applicable to the Employee provides otherwise. View More
Termination of Employment. Upon termination of the Employee's employment for any reason other than death, retirement, in accordance with the applicable retirement policy, or permanent and total disability, disability or Cause (as defined below), then, except as provided in Section 16(a), 17(a), all unvested shares Shares shall be forfeited by the Employee as of the date of termination and he or she may exercise the Stock Option, to the extent that it is then vested, before the New York Stock Exchange closes on within thre...e months after the date of termination, the Employee's termination (but in no event later than the Expiration Date), except to the extent a severance plan applicable to the Employee provides otherwise. View More
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Termination of Employment. Subject to any greater restrictions or limitations as may be imposed by the Board or Compensation Committee or by a written agreement, if an optionee ceases to be employed by the Company and all Related Corporations other than by reason of death or Disability, no further installments of his Options shall vest or become exercisable, and his Options shall terminate as provided for in the grant or on the day 12 months after the day of the termination of his employment (except three months for ISOs)..., whichever is earlier, but in no event later than on their specified expiration dates. Employment shall be considered as continuing uninterrupted during any bona fide leave of absence (such as those attributable to illness, military obligations or governmental service) provided that the period of such leave does not exceed 90 days or, if longer, any period during which such optionee's right to re-employment is guaranteed by statute. A leave of absence with the written approval of the Board shall not be considered an interruption of employment under the Plan, provided that such written approval contractually obligates the Company or any Related Corporation to continue the employment of the optionee after the approved period of absence. ISOs granted under the Plan shall not be affected by any change of employment within or among the Company and Related Corporations so long as the optionee continues to be an employee of the Company or any Related Corporation. View More
Termination of Employment. Subject to any greater restrictions or limitations as may be imposed by the Board or Compensation Committee or by a written agreement, if If an ISO optionee ceases to be employed by the Company and all Related Corporations other than by reason of death or Disability, disability as defined in paragraph 10, no further installments of his Options ISOs shall vest or become exercisable, and his Options ISOs shall terminate as provided for in the grant or on the day 12 months after the day passage of ...90 days from the date of termination of his employment (except three months for ISOs), whichever is earlier, employment, but in no event later than on their specified expiration dates. dates, except to the extent that such ISOs (or unexercised installments thereof) have been converted into Non-Qualified Options pursuant to paragraph 16. Employment shall be considered as continuing uninterrupted during any bona fide leave of absence (such as those attributable to illness, military obligations or governmental service) provided that the period of such leave does not exceed 90 days or, if longer, any period during which such optionee's right to re-employment reemployment is guaranteed by statute. A bona fide leave of absence with the written approval of the Board Committee shall not be considered an interruption of employment under the Plan, provided that such written approval contractually obligates the Company or any Related Corporation to continue the employment of the optionee after the approved period of absence. ISOs granted under the Plan shall not be affected by any change of employment within or among the Company and Related Corporations Corporations, so long as the optionee continues to be an employee of the Company or any Related Corporation. Nothing in the Plan shall be deemed to give any grantee of any Stock Right the right to be retained in employment or other service by the Company or any Related Corporation for any period of time. View More
Termination of Employment. Subject to any greater restrictions or limitations as may be imposed by the Board or Compensation Committee or by If a written agreement, if an optionee grantee ceases to be employed by the Company and all Related Corporations other than by reason of death or Disability, no further installments disability as defined in Section 10, or by reason of his Options shall vest or become exercisable, and his Options shall terminate a termination "For Cause" as provided for defined in this Section 9, unle...ss otherwise specified in the grant instrument granting such Stock Right, the grantee shall have the continued right to exercise any Stock Right held by him or her, to the extent of the number of shares with respect to which he or she could have exercised it on the day 12 months date of termination until the Stock Right's specified expiration date; provided, however, in the event the grantee exercises any ISO after the day date that is three months following the date of termination of employment, such ISO will automatically be converted into an NSO subject to the terms of the termination of his employment (except three months for ISOs), whichever is earlier, but in no event later than on their specified expiration dates. Plan. Employment shall be considered as continuing uninterrupted during any bona fide leave of absence (such as those attributable to illness, military obligations or governmental service) provided that the period of such leave does not exceed 90 days or, if longer, any period during which such optionee's grantee's right to re-employment reemployment with the Company is guaranteed by statute. A leave of absence with the written approval of the Board shall not be considered an interruption of employment under the Plan, provided that such written approval contractually obligates the Company statute or any Related Corporation to continue the employment of the optionee after the approved period of absence. by contract. ISOs granted under the Plan shall not be affected by any change of employment within or among the Company and Related Corporations Corporations, so long as the optionee continues to be an employee of the Company or any Related Corporation. For purposes of this Plan, a change in status from employee to a consultant, or from a consultant to employee, will not constitute a termination of employment, provided that a change in status from an employee to consultant may cause an ISO to become an NSO under the Code. In the event of a termination "For Cause," the right of a grantee to exercise a Stock Right shall terminate as of the date of termination. For purposes of this Plan, "For Cause" shall mean the termination of a grantee's status as an employee, a director or consultant (as applicable) for any of the following reasons, as determined by the Committee in this sole discretion; provided, that, with respect to an employee that is party to an agreement with the Company where a termination for cause is defined in such agreement, the definition in such agreement shall govern the determination under this Section 9: (i) A grantee who is a consultant and who commits a material breach of any consulting, noncompetition, confidentiality or similar agreement with the Company or a subsidiary, as determined under such agreement; (ii) A grantee who is an employee or a consultant and who is convicted (including a trial, plea of guilty or plea of nolo contendere) for committing an act of fraud, embezzlement, theft, or other act constituting a felony; (iii) A grantee who is an employee or a consultant and who willfully engages in gross misconduct or willfully violates a Company or a subsidiary policy in any material respect; or (iv) A grantee who is a Company employee and who commits a material breach of any noncompetition, confidentiality or similar agreement with the Company or a subsidiary, as determined under such agreement. NOTHING IN THE PLAN SHALL BE DEEMED TO GIVE ANY GRANTEE OF ANY STOCK RIGHT THE RIGHT TO BE RETAINED IN EMPLOYMENT OR OTHER SERVICE BY THE COMPANY OR ANY RELATED CORPORATION FOR ANY PERIOD OF TIME OR TO AFFECT THE AT-WILL NATURE OF ANY EMPLOYEE'S EMPLOYMENT. View More
Termination of Employment. Subject to any greater restrictions or limitations as may be imposed by the Board or Compensation Committee or by a written agreement, if If an ISO optionee ceases to be employed by the Company and all Related Corporations other than by reason of death or Disability, disability as defined in Section 10, no further installments of his Options such optionee's ISOs shall vest or become exercisable, and his Options such optionee's ISOs shall terminate as provided for in the grant or on the day 12 mo...nths after the day passage of ninety (90) days from the date of termination of his employment (except three months for ISOs), whichever is earlier, such optionee's employment, but in no event later than on their specified expiration dates. dates, except to the extent that such ISOs (or unexercised installments thereof) have been converted into Non-Qualified Options pursuant to Section 16 hereof. Employment shall be considered as continuing uninterrupted during any bona fide leave of absence (such as those attributable to illness, military obligations or governmental service) provided that the period of such leave does not exceed 90 ninety (90) days or, if longer, any period during which such optionee's right to re-employment reemployment is guaranteed by statute. A bona fide leave of absence with the written approval of the Board Committee shall not be considered an interruption of employment under the Plan, provided that such written approval contractually obligates the Company or any Related Corporation to continue the employment of the optionee after the approved period of absence. ISOs granted under the Plan shall not be affected by any change of employment within or among the Company and Related Corporations Corporations, so long as the optionee continues to be an employee of the Company or any Related Corporation. Nothing in the Plan shall be deemed to give any grantee of any Stock Right the right to be retained in employment or other service by the Company or any Related Corporation for any period of time. View More
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Termination of Employment. (a) Except as otherwise provided below or as provided in an employment agreement (or similar agreement) between Participant and the Company or any of its Subsidiaries in effect on the Date of Grant, if Participant's employment or service with the Company or any Subsidiary, as applicable, terminates for any reason other than due to death, Disability (as defined in Section 3(b) below) or Retirement (as defined in Section 3(c) below), then the unvested portion of the Option shall be cancelled immed...iately and Participant shall immediately forfeit any rights to the Option Shares subject to such unvested portion. (b) If Participant dies or is terminated on account of Disability prior to the end of the Option Period and while still in the employ or service of the Company or a Subsidiary, the unvested Options shall become immediately vested and exercisable as of the date of death or termination on account of Disability For purposes of this Agreement, "Disability" means a Participant has a total and permanent disability as defined in Section 22(e) (3) of the Code. (c) If the Participant's employment with the Company is terminated due to the Participant's Retirement, then the Option shall continue to vest on the schedule provided in Section 2 above. For purposes of this Agreement, "Retirement" means a Participant's voluntary termination of employment or service with the Company and its Subsidiaries (other than a termination for Cause) after the Participant reaches at least the age of sixty (60) and has completed at least ten (10) years of employment or service with the Company or any of its Subsidiaries. (d) If within twenty-four (24) months following the occurrence of a Change in Control of the Company, the Participant's employment or service with the Company is terminated by the Company without Cause, or, if Participant is a party to an employment agreement (or similar agreement) with the Company or any of its Subsidiaries that includes the ability of Participant to terminate Participant's employment for "good reason" or similar concept and Participant terminates his or her employment for "good reason" or similar concept as defined therein, the provisions of Section 11.2 of the Plan shall apply. View More
Termination of Employment. (a) Except as otherwise provided below or [or as provided in an employment agreement (or similar agreement) between Participant and the Company or any of its Subsidiaries in effect on the Date of Grant, Grant], if Participant's employment or service with the Company or any Subsidiary, as applicable, terminates for any reason other than due to death, Disability (as defined in Section 3(b) below) or Retirement (as defined in Section 3(c) below), reason, then the unvested portion of the Option shal...l be cancelled immediately and Participant shall immediately forfeit any rights to the Option Shares subject to such unvested portion. (b) If Participant dies or is terminated on account of Disability prior to the end of the Option Period and while still in the employ or service of the Company or a Subsidiary, the unvested Options shall become immediately vested and exercisable as of the date of death or termination on account of Disability For purposes of this Agreement, "Disability" means a Participant has a total and permanent disability as defined in Section 22(e) (3) of the Code. (c) If the Participant's employment with the Company is terminated due to the Participant's Retirement, then the Option shall continue to vest on the schedule provided in Section 2 above. For purposes of this Agreement, "Retirement" means a Participant's voluntary termination of employment or service with the Company and its Subsidiaries (other than a termination for Cause) after the Participant reaches at least the age of sixty (60) and has completed at least ten (10) years of employment or service with the Company or any of its Subsidiaries. (d) If within twenty-four (24) months following the occurrence of a Change in Control of the Company, the Participant's employment or service with the Company is terminated by the Company without Cause, or, [or, if Participant is a party to an employment agreement (or similar agreement) with the Company or any of its Subsidiaries that includes the ability of Participant to terminate Participant's employment for "good reason" or similar concept and Participant terminates his or her employment for "good reason" or similar concept as defined therein, therein], the provisions of Section 11.2 of the Plan shall apply. View More
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Termination of Employment. (a) Except as set forth in Section 3(b) below, in the event that the Participant's employment with the Company Group terminates for any reason, any Shares that are not vested as of the effective date of termination (the "Termination Date") shall be forfeited and all of the Participant's rights hereunder with respect to such unvested Shares shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan). (b) If the Participant's employment with ...the Company Group is terminated after the first anniversary of the Grant Date and prior to the Vesting Date by the Company Group without Cause, then all of the Shares granted hereunder that are not vested shall become vested and nonforfeitable as of the Termination Date. If the Participant's employment with the Company Group is terminated prior to the Vesting Date by the Company Group without Cause and such termination occurs within 12 months following a Change in Control, then all of the Shares granted hereunder that are not vested shall become vested and nonforfeitable as of the Termination Date. If the Participant's employment with the Company Group is terminated prior to the Vesting Date by the Company Group due to or during the Participant's Disability or due to the Participant's death, then a pro-rated number of the Shares granted hereunder shall become vested and nonforfeitable as of the Termination Date equal to the number of Shares granted hereunder multiplied by a fraction, the numerator of which is the number of days that have elapsed between the Grant Date through the Termination Date, and the denominator of which is the number of days in the period from the Grant Date through the Vesting Date. If the Participant's employment with the Company Group is terminated after the first anniversary of the Grant Date and prior to the Vesting Date by the Participant due to his or her Retirement (as defined below), then all of the Shares granted hereunder that are not vested shall become vested and nonforfeitable as of the Termination Date. For purposes of this Agreement, the term "Retirement" shall mean the Participant's termination of employment, other than for Cause or while grounds for Cause exist, due to the Participant's death or due to the Participant's Disability, following the date on which (x) the Participant attained the age of 65 years old and (y) the number of completed years of the Participant's employment with (i) Hilton Worldwide Holdings Inc. or any of its Subsidiaries (other than any member of the Company Group) and (ii) any member of the Company Group is at least 5. View More
Termination of Employment. (a) Except as set forth in Section 3(b) below, in the event that the Participant's employment with the Company Group terminates for any reason, any Shares PSUs that are not vested as of the effective date of termination (the "Termination Date") shall be forfeited and all of the Participant's rights hereunder with respect to such unvested Shares PSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan). (b) If the Participant's employ...ment with the Company Group is terminated after the first anniversary of the Grant Date and prior to the Vesting End Date by the Company Group without Cause, then all of the Shares granted hereunder that are not vested shall become vested and nonforfeitable as of the Termination Date. If the Participant's employment with the Company Group is terminated prior to the Vesting Date by the Company Group without Cause and such termination occurs within 12 months following a Change in Control, then all of the Shares granted hereunder that are not vested shall become vested and nonforfeitable as of the Termination Date. If the Participant's employment with the Company Group is terminated prior to the Vesting Date by the Company Group due to or during the Participant's Disability or due to the Participant's death, then or by the Participant due to his or her Retirement (as defined below), then, in any such case, the number of PSUs that shall become earned, if any, shall be determined following the End Date based on actual performance and a pro-rated number of the Shares granted hereunder earned PSUs, if any, shall become vested and nonforfeitable as of the Termination End Date equal to the number of Shares granted PSUs earned hereunder multiplied by a fraction, the numerator of which is the number of days that have elapsed between the Grant Date through the Termination Date, and the denominator of which is the number of days in during the period from commencing on the Grant Date through and ending on the Vesting End Date. If the Participant's employment with the Company Group is terminated after the first anniversary of the Grant Date and prior to the Vesting End Date by the Participant due to his or her Retirement (as defined below), Company Group without Cause and such termination occurs within 12 months following a Change in Control, then all the number of the Shares granted hereunder PSUs that are not vested shall become earned, if any, shall be determined following the End Date based on actual performance and shall not be pro-rated as provided in the preceding sentence (and, if the Award hereunder is not substituted or assumed following such Change in Control, as determined by the Committee, then the number of PSUs that shall become earned, if any, shall be determined based on actual performance through the day immediately prior to the consummation of such Change in Control, as determined by the Committee, and the earned PSUs, if any, shall vest on such day). With respect to any PSUs that become vested and nonforfeitable as of pursuant to this Section 3(b), the Termination Date. Company shall deliver to the Participant one Share for each such vested PSU in accordance with Section 8. For purposes of this Agreement, the term "Retirement" shall mean the Participant's termination of employment, other than for Cause or while grounds for Cause exist, due to the Participant's death or due to the Participant's Disability, following the date on which (x) the Participant attained the age of 65 years old and (y) the number of completed years of the Participant's employment with (i) Hilton Worldwide Holdings Inc. or any of its Subsidiaries (other than any member of the Company Group) and (ii) any member of the Company Group is at least 5. View More
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Termination of Employment. 4.1 Termination For Cause or Without Good Reason. 4.2 Termination Without Cause or for Good Reason. 4.3 Death or Disability. 4.5 Termination Date. 4.6 Resignation of All Other Positions. 4.7 Section 280G .
Termination of Employment. 4.1 Termination For Cause or Without Good Reason. 4.2 Termination Without Cause or for Good Reason. 4.3 Death or Disability. 4.4 Notice of Termination. 4.5 Termination Date. 4.6 Resignation of All Other Positions. 4.7 Section 280G .
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Termination of Employment. The employment of Executive will terminate on October 31, 2014 ("Employment Termination Date"). The parties agree that Executive is entitled to the certain compensation and benefits set forth in Section 6(d) of the Employment Agreement without his execution of a release, as more specifically detailed in Exhibit A to this Separation Agreement. It is expressly agreed to and acknowledged by the parties that Executive is entitled to the compensation and benefits set forth in Exhibit A whether or not... he executes this Separation Agreement. View More
Termination of Employment. The employment of Executive will terminate on October 31, 2014 with the Company terminated January 1, 2017 ("Employment Termination Date"). The parties agree that Executive is entitled to the certain compensation and benefits set forth in Section 6(d) 6(e) of the Employment Agreement without his execution of a release, as more specifically detailed in Exhibit A to this Separation Agreement. Executive agrees that as of the Employment Termination Date all officer positions he holds with any Waste ...Management entity ceased, and he shall take any actions that are reasonably required to effectuate the foregoing. It is expressly agreed to and acknowledged by the parties that Executive is entitled to the compensation and benefits set forth in Exhibit A whether or not he executes this Separation Agreement. View More
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