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. If the executive's employment with Textron and its Subsidiaries ends for any reason before the end of the Performance Period, the executive shall forfeit all PSUs, subject to the following: (a) If the executive's employment with Textron terminates for Cause, the executive shall forfeit all PSUs. (b) If the executive's employment terminates (other than for Cause) after the executive has become eligible for Retirement, the executive will remain eligible to earn PSUs (and receive payment for such P...SUs) as if the executive's employment had not terminated (but subject to forfeiture in accordance with the Non-Competition Agreement); provided, however, that if the executive's employment terminates within two years after a Change of Control, the payment schedule set forth in subsection (d), below, shall apply. (c) If the executive becomes Disabled or dies before the end of the Performance Period (and while the executive is eligible to earn PSUs), Textron will make a cash payment to the executive (or, in the case of death, to the executive's Beneficiary) within 30 days after the executive's Disability or death or as soon as administratively feasible (i.e., after Textron is notified of the Disability or death). Such cash payment shall equal the closing price for a Share, as reported on the New York Stock Exchange, on the first business day after the executive's Disability or death, times a Pro-Rata Portion of the PSUs that the executive would have earned, assuming target performance to the end of the Performance Period, based upon the date of the executive's Disability or death (unless the Disability or death occurs on the last day of the Performance Period, in which case the number of Performance Share Unit Terms and Conditions Page 1 PSUs awarded would be the number actually earned). The amount payable shall not be adjusted for any delay caused by time needed to validate the executive's status as Disabled or dead, or to authenticate a Beneficiary. (d) If, within two years after a Change of Control, the executive's employment ends due to involuntary termination without Cause or resignation for Good Reason, the applicable Performance Period for the PSUs shall end immediately. In such instance, Textron shall make a cash payment to the executive (or, in the case of death, to the executive's Beneficiary) on the Six-Month Pay Date equal to the fair market value of the PSUs based on target performance for the Performance Period. For this purpose, fair market value of a PSU shall equal the per-share closing price of Textron's Common Stock (or the successor thereto) on the last business day of the last calendar month that ends before the Six-Month Pay Date; provided, however, that if it is not feasible to calculate the closing price as of the last business day of such month, the amount of cash shall be determined based on the last price available. Note: Sale of a business unit usually does not constitute a Change of Control as defined in the Plan.View More
Termination of Employment. If the executive's employment with Textron and its Subsidiaries ends for any reason before the end of the Performance Period, Period of Restriction, the executive shall forfeit all PSUs, RSUs (and, as a result, shall forfeit all Shares and cash that may otherwise have been delivered or paid pursuant to such RSUs), subject to the following: (a) If the executive's employment with Textron terminates for Cause, the executive shall forfeit all PSUs. RSUs (and, as a result, shall forfeit all Shares an...d cash that may otherwise have been delivered or paid pursuant to such RSUs). (b) If the executive's employment terminates (other than for Cause) after the executive has become eligible for Retirement, the executive will remain eligible to earn PSUs (and receive payment for such PSUs) cash or Shares (as applicable) after the Period of Restriction, as if the executive's employment had not Restricted Stock Unit Terms and Conditions Page 1 terminated (but subject to forfeiture in accordance with the Non-Competition Agreement); provided, however, that if the executive's employment terminates within two years after a Change of Control, the payment schedule set forth in subsection (d), below, shall apply. (c) If the executive becomes Disabled or dies before dies, the Period of Restriction for all outstanding RSUs shall end of the Performance Period (and while the executive is eligible to earn PSUs), immediately. In such instance, Textron will shall issue Shares or make a cash payment payment, as applicable, to the executive (or, in the case of death, to the executive's Beneficiary) within 30 days after the executive's Disability or death or as soon as administratively feasible (i.e., after Textron is notified of the Disability or death). Such The amount of the cash payment for a cash-settled RSU shall equal be determined based on the closing price for a Share, of Textron's Common Stock, as reported on the New York Stock Exchange, on the first business day after the executive's Disability or death, times a Pro-Rata Portion of the PSUs that the executive would have earned, assuming target performance to the end of the Performance Period, based upon the date of the executive's Disability or death (unless the Disability or death occurs on the last day of the Performance Period, in which case the number of Performance Share Unit Terms and Conditions Page 1 PSUs awarded would be the number actually earned). death. The amount payable (or Shares deliverable) for RSUs shall not be adjusted for any delay caused by time needed to validate the executive's status as Disabled or dead, or to authenticate a Beneficiary. (d) If, within two years after a Change of Control, the executive's employment ends due to involuntary termination without Cause or resignation for Good Reason, the applicable Performance Period of Restriction for the PSUs all RSUs shall end immediately. In such instance, Textron shall deliver Shares or make a cash payment payment, as applicable, to the executive (or, in the case of death, to the executive's Beneficiary) on the Six-Month Pay Date. If the RSUs are settled in cash, the amount of cash payable on the Six-Month Pay Date equal to the fair market value of the PSUs shall be determined based on target performance for the Performance Period. For this purpose, fair market value of a PSU shall equal the per-share closing price of Textron's Common Stock (or the successor thereto) on the last business day of the last calendar month that ends before the Six-Month Pay Date; provided, however, that if it is not feasible to calculate the closing price as of the last business day of such month, the amount of cash shall be determined based on the last price available. Note: Sale of a business unit usually does not constitute a Change of Control as defined in the Plan. View More
Termination of Employment. In the event that the Participant's employment with the Company Group terminates for any reason, any PSUs that are not vested as of the effective date of termination shall vest or not vest, as applicable, based on and in accordance with Section 7 of the Employment Agreement. For purposes of Section 7 of the Employment Agreement, the "performance period" shall be deemed to be the period commencing on the Grant Date and ending on the End Date.
Termination of Employment. In the event that the Participant's employment with the Company Group terminates for any reason, any PSUs Shares that are not vested as of the effective date of termination shall vest or not vest, as applicable, based on and in accordance with Section 7 of the Employment Agreement. For purposes of Section 7 of the Employment Agreement, the "performance period" shall be deemed to be the period commencing on the Grant Date and ending on the End Date.
Termination of Employment. Company hereby accepts Executive's resignation from employment with the Company as of, and the Company and Executive hereby agree that Executive's employment with the Company will terminate as of, the close of business on November 15, 2016 (the "Termination Date"). The Company and Executive hereby agree that the Employment Agreement is terminated effective as of the Termination Date, and except for the continuing obligations described in Section 6 below and as described in Section 15 below, neit...her Company nor Executive shall have any further rights, obligations, or duties under the Employment Agreement as of the Termination Date. In addition, Executive hereby resigns, effective as of the date hereof, from all corporate offices and directorships Executive holds with Company and any subsidiary or affiliate of the Company, including without limitation Executive's positions as Chief Executive Officer of Company and as a member of the Board of Directors of Company. Executive agrees that Executive's resignation is not a "Resignation for Good Reason" within the meaning of the Employment Agreement.View More
Termination of Employment. Company hereby accepts Executive's resignation from employment with the Company as of, Executive and the Company and Executive hereby mutually agree that Executive's employment with the Company will terminate as of, of the close of business on November 15, 2016 September 30, 2021 (the "Termination Date"). The Company and Executive hereby agree that the Employment Agreement Executive's employment is terminated effective as of the Termination Date, and except for the continuing obligations describ...ed in Section 6 below and as described in Section 15 below, neither Company nor Executive shall have any further rights, obligations, or duties under the Employment Agreement as of the Termination Date. In addition, Executive hereby resigns, effective as of the date hereof, hereof from all corporate offices offices, directorships, and directorships other positions Executive holds with Company and any subsidiary or affiliate of the Company, including without limitation Executive's positions position as Chief Executive Officer of Company and as a member of the Board of Directors of Company. Executive agrees that Executive's resignation is not a "Resignation for Good Reason" within the meaning of the Employment Agreement. Operating Officer. View More
Termination of Employment. In the event of the Participant's Termination of Employment that is a "separation from service" within the meaning of section 409A of the Code and applicable Treasury Regulations issued under section 409A, all unvested Restricted Stock Units will vest or be forfeited according to the terms and conditions of the Participant's employment agreement. To the extent compliance with the requirements of Treasury Regulation § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the applicati...on of an additional tax under section 409A of the Code to the issuance of Shares to the Participant, then any issuance of Shares to the Participant that would otherwise be made during the six-month period beginning on the date of such Termination of Employment will be deferred and delivered to the Participant immediately following the lapse of such six-month period.View More
Termination of Employment. In the event of the Participant's Termination of Employment that is a "separation from service" within the meaning of section 409A as described in Section 2(hh)(ii)(B) of the Code and applicable Treasury Regulations issued under section 409A, Program, Shares in respect of all unvested Restricted Phantom Stock Units will vest or be forfeited according issued to the terms and conditions Participant within 30 days of the Participant's employment agreement. To such separation from service. However, ...to the extent compliance with the requirements of Treasury Regulation § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under section 409A of the Code to the issuance of Shares to the Participant, then any issuance of Shares to the Participant that would otherwise be made pursuant to this paragraph during the six-month period beginning on the date of such Termination of Employment will be deferred and delivered to the Participant immediately following the lapse of such six-month period. View More
Termination of Employment. (a) Termination With Cause By Company. The Company may terminate this Agreement at any time during the Employment Term for "Cause" upon written notice to Employee, upon which termination shall be effective immediately. For purposes of this Agreement, "Cause" means the following: i. Willful and material failure to adhere to the Company's and/or its affiliates' and subsidiaries' bylaws or written policies, or lawful directives of the Board of the Company or Chief Executive Officer of VolitionRx, p...rovided Employee shall be given no less than fifteen (15) business days to cure the same after written notice of any failure, if curable in the reasonable discretion of the Company; ii. Misappropriation (or attempted misappropriation) of any non-trivial Company and/or its affiliates and/or subsidiaries property or funds; iii. Conviction of, or the entry of a guilty plea or plea of no contest with respect to, any felony involving moral turpitude; and iv. Violation of a fiduciary duty to the Company or its equityholders. (b) Termination Without Cause By Company. The Company may terminate this Agreement at any time during the Employment Term without "Cause" either (i) upon three (3) months written notice to Employee; or (ii) if less than three (3) months written notice then subject to the payment of a lump sum equal to the balance of the Employee's Base Salary that would otherwise have been received between the date of termination and the completion of the three (3) month notice period (which lump-sum shall be payable and conditioned upon receipt by the Company of a satisfactory release executed by Employee). 3 (c) Termination By Employee. Employee may terminate this Agreement at any time by providing the Company three (3) months written notice, with or without any reason. (d) Compensation upon Termination. Upon termination pursuant to this Section 9, Employee shall be entitled to all accrued and unpaid compensation earned as of the date of termination, including Base Salary, outstanding reimbursable expenses, accrued and unused vacation or PTO time, and any vested benefits expressly payable in accordance with the applicable plan or program. Employee shall also receive any awarded and unpaid bonus for a prior completed year, if not yet paid as of the termination date, within 30 days of the termination date.View More
Termination of Employment. (a) Termination (a)Termination With Cause By Company. The Company may terminate this Agreement at any time during the Employment Term for "Cause" upon written notice to Employee, upon which termination shall be effective immediately. For purposes of this Agreement, "Cause" means the following: i. Willful i.Willful and material failure to adhere to the Company's and/or its affiliates' and subsidiaries' bylaws or written policies, or lawful directives of the Board of the Company Directors or Chief... Executive Officer of VolitionRx, provided Employee shall be given no less than fifteen (15) business days to cure the same after written notice of any failure, if curable in the reasonable discretion of the Company; ii. Misappropriation VNRX; ii.Misappropriation (or attempted misappropriation) of any non-trivial Company and/or its affiliates and/or subsidiaries property or funds; iii. Conviction iii.Conviction of, or the entry of a guilty plea or plea of no contest with respect to, any major felony involving moral turpitude; and iv. Violation iv.Violation of a fiduciary duty to the Company or its equityholders. (b) Termination Company. (b)Termination Without Cause By Company. The Company may terminate this Agreement at any time during the Employment Term without "Cause" either (i) upon three (3) months written notice to Employee; or (ii) if less than three (3) months written notice then subject to the payment of a lump sum equal to the balance of the Employee's Base Salary that would otherwise have been received between the date of termination and the completion of the three (3) month notice period (which lump-sum lump sum shall be payable and conditioned upon receipt by the Company of a satisfactory release executed by from Employee). 3 (c) Termination (c)Termination By Employee. Employee may terminate this Agreement at any time by providing the Company three (3) months written notice, with or without any reason. (d) Compensation "Good Reason". (d)Compensation upon Termination. Upon termination pursuant to this Section 9, Employee shall be entitled to all accrued and unpaid compensation earned as of the date of termination, including Base Salary, outstanding reimbursable expenses, accrued and unused vacation or PTO time, and any vested benefits expressly payable in accordance with the applicable plan or program. Employee shall also receive any awarded and unpaid bonus for a prior completed year, if not yet paid as of the termination date, within 30 days of the termination date.View More
Termination of Employment. 6.1Termination by Virtue of Death or Disability of Executive. 6.2Termination by the Company or Resignation by Executive (not in connection with a Change in Control). 6.3Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control). 6.4Cooperation With the Company After Termination of Employment. 6.5Effect of Termination. 6.6Application of Section 409A. 6.7Excise Tax Adjustment.
Termination of Employment. 6.1Termination by Virtue of Death or Disability of Executive. 6.2Termination by the Company or Resignation by Executive. 6.3Resignation by Executive (not in connection with a Change in Control). 6.3Termination for Good Reason or Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control). 6.4Cooperation With the Company After Termination of Employment. 6.5Effect of Termination. 6.6Application of Section 409A. 6.7Excise Tax Adjustm...ent. View More
Termination of Employment. 6.1Termination by Virtue of Death or Disability of Executive. 6.2Termination by the Company or Resignation by Executive (not in connection with a Change in Control). 6.3Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control). 6.4Cooperation With the Company After Termination of Employment. 6.5Effect of Termination. 6.6Application of Section 409A. 6.7Excise Tax Adjustment.
Termination of Employment. In the event of the Participant's termination of employment with the Company prior to the vesting of all shares of Restricted Stock hereunder for any reason other than death or Disability, all unvested shares of Restricted Stock shall be cancelled immediately without consideration as of the date of such termination.
Termination of Employment. In Unless otherwise provided in a written employment agreement between the Participant and the Company, in the event of the Participant's termination of employment with the Company prior to the vesting of all shares of Restricted Stock hereunder for any reason other than death or Disability, all unvested shares of Restricted Stock shall be cancelled immediately without consideration as of the date of such termination.
Termination of Employment. (a) Except as described below, if the Grantee ceases to be employed by the Employer for any reason prior to the Third Vesting Date, the unvested Time-Based Units shall be forfeited as of the termination date and shall cease to be outstanding. (b) Subject to Section 4 below, if, prior to the Third Vesting Date, the Grantee ceases to be employed by the Employer (x) on account of death or Long-Term Disability (as defined below), or (y) after ten months following the Date of Grant, on account of "55... / 5" Rule Termination (as defined below) or Involuntary Termination (as defined below) (each, a "Qualifying Termination"), the Grantee shall vest in a pro-rated portion of the granted Time-Based Units in accordance with this Section 3(b), provided such vesting does not result in a violation of any age discrimination or other applicable law. The pro-rated portion shall be determined by multiplying the number of Time-Based Units by a fraction, the numerator of which is the number of calendar months in the period starting with (i) the first calendar month following the month in which the Date of Grant occurs through (ii) the calendar month in which the Qualifying Termination date occurs, with such final calendar month counting as a full month, and the denominator of which is 36, and subtracting the Time-Based Units that had vested as of the Qualifying Termination date in accordance with Section 2. The pro-rated Time-Based Units shall be paid within 60 days after the Grantee's termination date, as described in Section 7. The unvested Time-Based Units, if any, shall be forfeited as of the termination date and shall cease to be outstanding. (c) If the Grantee ceases to be employed by the Employer on account of Cause (as defined below), any unpaid Time-Based Units (vested or unvested) shall be forfeited as of the termination date and shall cease to be outstanding.4. Change in Control Involuntary Termination. Subject to Section 14 of the Plan, and notwithstanding Section 3 above, if the Grantee has an Involuntary Termination upon or within two years after a Change in Control, and prior to the Third Vesting Date, the Grantee's outstanding Time-Based Units shall become fully vested and shall be paid within 60 days after such Involuntary Termination, as described in Section 7.View More
Termination of Employment. (a) Except as described below, if the Grantee ceases to be employed by the Employer for any reason prior to the Third Vesting Date, the unvested Time-Based Units shall be forfeited as of the termination date and shall cease to be outstanding. (b) Subject to Section 4 below, if, If, after ten months following the Date of Grant but prior to the Third Vesting Date, the Grantee ceases to be employed by the Employer (x) on account of death or Long-Term Disability (as defined below), or (y) after ten ...months following the Date of Grant, on account of "55 / 5" Rule Termination (as defined below) or Involuntary Termination (as defined below) (each, a "Qualifying Termination"), below), the Grantee shall vest in a pro-rated portion of the granted outstanding Time-Based Units in accordance with this Section 3(b), provided such vesting does not result in a violation of any age discrimination or other applicable law. Units. The pro-rated portion shall be determined by multiplying the number of Time-Based Units by a fraction, the numerator of which is the number of calendar months in that elapsed during the period starting beginning with (i) the first calendar month following the month in which of grant through the Date of Grant occurs through (ii) the calendar month in which the Qualifying Termination date occurs, with such final calendar month counting as a full month, Grantee's termination date, and the denominator of which is 36, and subtracting 36. A partial month after the Time-Based Units that had vested month of grant shall count as a full month for purposes of the Qualifying Termination date in accordance with Section 2. this calculation. The pro-rated Time-Based Units shall be paid within 60 days after the Grantee's termination date, as described in Section 7. The unvested Time-Based Units, if any, shall be forfeited as of the termination date and shall cease to be outstanding. 6. (c) If the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of Cause death or the Grantee's Long-Term Disability (as defined below), any unpaid the Grantee shall vest in a pro-rated portion of the outstanding Time-Based Units. The pro-rated portion shall be determined by multiplying the number of Time-Based Units (vested or unvested) shall be forfeited as by a fraction, the numerator of which is the termination date and shall cease to be outstanding.4. Change in Control Involuntary Termination. Subject to Section 14 number of calendar months that elapsed during the Plan, and notwithstanding Section 3 above, if period beginning with the Grantee has an Involuntary Termination upon or within two years after a Change in Control, and prior to first calendar month following the Third Vesting Date, month of grant through the Grantee's outstanding termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The Time-Based Units shall become fully vested and shall be paid within 60 days after such Involuntary Termination, the date of the Grantee's termination of employment, as described in Section 7. 6. View More
Termination of Employment. (a) For Cause. Notwithstanding Section 4, the Company may terminate Executive's employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; (2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; (3) improper disclosure of the Company's confidential or proprietary information; (4) any action by the Executive which has a detr...imental effect on the Company's reputation or business; (5) Executive's failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach; (7) a course of conduct amounting to gross incompetence; (8) chronic and unexcused absenteeism; (9) unlawful appropriation of a corporate opportunity; or (10) misconduct in connection with the performance of any of Executive's duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive's employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof. (b) Without Cause. The Company or the Executive may terminate Executive's employment hereunder at any time without cause, by giving the other at least two (2) weeks' notice of termination, either orally or in writing. In the event Executive provides notice of termination, the Company may elect to accelerate the effective date of termination. Upon termination, Executive shall be entitled to severance pay in the amount of four (4) weeks of Base Salary, less deductions required by law, only if Executive executes a valid and comprehensive release of any and all claims that the Executive may have against the Company in a form provided by the Company and Executive executes such form within seven (7) days of tender. (c) Resignation. Upon termination of employment, Executive shall be deemed to have resigned from the Board of Directors of the Company if he is a director. (d) Cooperation. After notice of termination, Executive shall cooperate with the Company, as reasonably requested by the Company, to effect a transition of Executive's responsibilities and to ensure that the Company is aware of all matters being handled by Executive.View More
Termination of Employment. (a) For Cause. Notwithstanding Section 4, anything herein to the contrary, the Company may terminate Executive's employment hereunder for cause for any one of the following reasons: (1) conviction of of, or indictment for, a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; imposed, (2) commission of any act of theft, fraud, dishonesty, fraud or falsification of any employment or Company records; records, (3) improper disclosure of the Company's confident...ial or proprietary information; information, (4) any action by the Executive which has a serious detrimental effect on the Company's reputation or business; business, (5) Executive's failure or inability to perform any reasonable and legal assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; inability, (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach; breach, (7) a course of conduct amounting to gross incompetence; incompetence, (8) chronic and unexcused absenteeism; absenteeism, (9) unlawful appropriation of a corporate opportunity; opportunity, or (10) gross misconduct in connection with the performance of any of Executive's duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive's employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof. (b) Without Cause. The Company or the Executive may terminate Executive's employment hereunder at any time without cause, by giving the other at least two (2) weeks' notice of termination, either orally or in writing. In the event Executive provides notice of termination, that Executive's employment is terminated without Cause as provided in Section 5(a), the Company may elect shall, concurrently with such termination of Executive's employment, pay Executive his full Base Salary that would be payable for twelve (12) months following the date of termination without cause and the Base Salary Shortfall for each month during the Employment Period with respect to accelerate which Executive received $7500 per month. In addition, the effective full Option shall become immediately exercisable for all such shares of the Company's common stock, and remain exercisable for two (2) year after the date of termination. Upon termination, Executive The Company shall be entitled to severance pay in the amount of four (4) weeks of Base Salary, less deductions required by law, only if Executive executes a valid and comprehensive release of any and all claims that the Executive may have against the Company in a form provided by the Company and Executive executes such form within seven (7) days of tender. (c) Resignation. Upon termination of employment, Executive shall be deemed to have resigned from the Board of Directors provide for cashless exercise of the Company if he is a director. (d) Option. (c) Cooperation. After notice of termination, Executive shall cooperate with the Company, as reasonably requested by the Company, to effect a transition of Executive's responsibilities and to ensure that the Company is aware of all matters being handled by Executive. The condition precedent to Executive's agreement pursuant to this Section 5(c) shall be the Company's payment and Executive's collection all payments required by Section 5(a) or Section 5(b). 2 6. Disability of Executive. The Company may terminate this Agreement without liability if Executive shall be permanently prevented from properly performing his essential duties hereunder with reasonable accommodation by reason of illness or other physical or mental incapacity for a period of more than 120 consecutive days. Upon such termination, Executive shall be entitled to all accrued but unpaid Base Salary and vacation. View More
Termination of Employment. (a) For (a)For Cause. Notwithstanding Section 4, anything herein to the contrary, the Company may terminate Executive's employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; imposed, (2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; records in any material way, (3) improper disclosure of the Company's confidentia...l or proprietary information; (4) any action by the Executive which has a detrimental effect on the Company's reputation or business; (5) Executive's failure or inability to perform any reasonable material reasonably assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (6) any inability, or (4) material breach of this Agreement, Agreement which breach is not cured within ten (10) days following written notice of such breach; (7) a course of conduct amounting to gross incompetence; (8) chronic and unexcused absenteeism; (9) unlawful appropriation of a corporate opportunity; or (10) misconduct in connection with the performance of any of Executive's duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. breach. Upon termination of Executive's employment with the Company for cause, the Company shall be under no further obligation to Executive, Executive for salary or bonus, except to pay all accrued but unpaid base salary salary, accrued bonus (if any) and accrued vacation to the date of termination thereof. (b) Without Executive's employment Cause. The Company or the Executive may not terminate Executive's employment hereunder at any time without cause, by giving the other at least two (2) weeks' notice of termination, either orally or in writing. In the event Executive provides notice of termination, the Company may elect to accelerate the effective date of termination. Upon termination, Executive shall be entitled to severance pay in the amount of four (4) weeks of Base Salary, less deductions required by law, only if Executive executes a valid and comprehensive release of any and all claims that the Executive may have against the Company in a form provided by the Company and Executive executes such form within seven (7) days of tender. (c) Resignation. Upon termination of employment, Executive shall be deemed to have resigned from the Board of Directors of the Company if he is a director. (d) Cooperation. cause. (c)Cooperation. After notice of termination, Executive shall cooperate with the Company, as reasonably requested by the Company, to effect affect a transition of Executive's responsibilities and to ensure that the Company is aware of all matters being handled by Executive. View More
Termination of Employment. Upon a Participant's termination of employment on or prior to the last day of the Measurement Period, the following shall occur: (a) Termination on Account of Retirement, Disability or Death. If, on or prior to December 31, 2021 (i) the Participant has a separation from service that constitutes a Retirement, (ii) the Participant incurs a Disability Termination, or (iii) the Participant dies, then the Participant (or the Participant's beneficiary(ies), if applicable) shall be eligible to receive ...Shares (if any) under the Program as if the Measurement Period ended on the last day of the month in which the Retirement, termination or death occurred and as though the Participant had remained employed by the Employer through such date. For avoidance of doubt, the provisions of this paragraph apply in lieu of Section 9(b)(iii) of the Plan. (b) Termination for Any Other Reason. If, on or prior to December 31, 2021, the Participant's employment with the Employer terminates for any reason other than a reason described in paragraph (a) of this Section 9, the Participant shall forfeit all of the Base Units and any other rights under the Program.View More
Termination of Employment. Upon a Participant's termination of employment on or prior to the last day of the Measurement Period, the following shall occur: (a) Termination (a)Termination on Account of Retirement, Disability or Death. If, on or prior to December 31, 2021 2020, (i) the Participant has a separation from service that constitutes a Retirement, (ii) the Participant incurs a Disability Termination, or (iii) the Participant dies, then the Participant (or the Participant's beneficiary(ies), if applicable) shall be... eligible to receive Shares (if any) under the Program as if the Measurement Period ended on the last day of the month in which the Retirement, termination or death occurred and as though the Participant had remained employed by the Employer through such date. For avoidance of doubt, the provisions of this paragraph apply in lieu of Section 9(b)(iii) of the Plan. (b) Termination (b)Termination for Any Other Reason. If, on or prior to December 31, 2021, 2020, the Participant's employment with the Employer terminates for any reason other than a reason described in paragraph (a) of this Section 9, 8, the Participant shall forfeit all of the Base Units and any other rights under the Program. -iv- 9.Determination of Performance; Share Delivery. Within 30 days after the end of the Measurement Period, the Committee shall provide each Participant (or his or her beneficiary, if applicable) with a written determination of whether the Trust did or did not attain (i) the Index-Based Goal for the applicable Measurement Period (and, if applicable, the extent to which the Index-Based Goal was attained) and the calculations used to make such determination and (ii) the Peer Group-Based Goal for the applicable Measurement Period (and, if applicable, the extent to which the Peer Group-Based Goal was attained) and the calculations used to make such determination. If Shares are to be delivered under the Program, unless a Participant validly elects otherwise pursuant to Section 5 of this Forepart, they shall be delivered on February 1, 2021 or, if a Change of Control occurs before January 1, 2021, on the fifth day after the Change of Control or, in the case of a separation from service described in Section 8(a) of this Forepart, on or before the thirtieth day after that separation from service. View More
