Termination of Employment Contract Clauses (4,973)

Termination of Employment. In the event that Participant's Service Relationship is terminated for any reason, including death or Disability, and Participant has not yet vested all or part of the Restricted Stock Units pursuant to the Notice and Section 5, then the Restricted Stock Units, to the extent not vested as of Participant's termination date, shall be forfeited immediately upon such termination, and Participant shall have no further rights with respect to the Restricted Stock Units that have not yet vested. In juri...sdictions requiring notice in advance of an effective termination of the Service Relationship, Participant shall be deemed terminated upon the actual cessation of providing services to the Company notwithstanding any required notice period that must be fulfilled before a termination of the Service Relationship can be effective under applicable laws. Participant expressly acknowledges and agrees that the termination of his or her Service Relationship shall result in forfeiture of the Restricted Stock Units to the extent the Restricted Stock Units have not vested as of the date of his or her termination of service or employment. View More

Termination of Employment. Any Performance Stock Units and DEUs that have not vested as of your Termination of Employment, other than as set forth under Sections 8, 9, 10 and 11 herein, will immediately be forfeited, and your rights with respect to those Performance Stock Units and DEUs will end.

Termination of Employment. (a) In the event of the termination of the Participant's employment prior to the last day of the Performance Period, the Participant shall forfeit any unvested Stock Units and shall not have any right to payment in respect thereof, unless otherwise provided in this Paragraph 9 or Paragraph 10 below. (b) If the Participant's employment terminates prior to the last day of the Performance Period on account of Retirement (as defined below), a pro rata portion of the Participant's unvested Stock Unit...s attributable to each Performance Period will vest to the extent the EBITDA target is met for a Performance Period (as certified by the Committee pursuant to Paragraph 4 above), as described below. The pro-rata portion of the unvested Stock Units shall be determined for the Performance Period in which the Participant's termination date occurs and each subsequent Performance Period, and shall be calculated by multiplying the unvested Stock Units that would otherwise vest at the end of such Performance Period pursuant to Paragraph 4 above by a fraction, the numerator of which is the number of the Participant's completed months of continuous service with the Company or a Subsidiary during the , and Performance Periods and the denominator of which is the number of months in the Performance Period for which the calculation is being performed plus the number of months in all prior Performance Periods (if applicable). For purposes of this Agreement, "Retirement" shall mean termination of employment (other than for Cause, as defined in the Plan) after the Participant has attained age 62 and has completed ten years of service with the Company and its Subsidiaries. (c) If the Participant's employment terminates prior to the last day of the Performance Period on account of the Participant's death or Disability (as defined below), any unvested Stock Units will vest as of the date of the Participant's death or Disability. For purposes of this Agreement and Section 14 of the Plan, "Disability" shall mean the Participant is, by reason of a mental or physical impairment, eligible to receive long-term disability benefits under the applicable long-term disability plan of the Company. (d) If the Participant's employment is terminated for Cause, whether before or after the last day of the Performance Period, the Stock Units shall immediately be forfeited and the Participant shall not have any right to payment in respect thereof. (e) Any Stock Units that vest upon termination of employment pursuant to this Paragraph 9 shall be settled in accordance with Paragraph 3 above, subject to Paragraph 19 below. Any 2Stock Units that do not vest upon termination of employment shall be forfeited and the Participant shall have not have any right to payment in respect thereof.10. Change in Control. Notwithstanding anything contained in this Agreement to the contrary, all outstanding Stock Units shall become fully vested immediately upon the occurrence of the Change in Control of the Company in accordance with Section 13 of the Plan.11. Deferral of Shares. Subject to Section 10(c) of the Plan and to the extent the Participant is eligible for participation in the General Cable Corporation Deferred Compensation Plan (the "DCP"), the Participant shall be entitled to defer receipt of shares of Common Stock upon the termination of the vesting restrictions applicable to the Stock Units only under the terms of an agreement acceptable to the Company under the DCP and applicable law. Further, the Company reserves the right to cause deferral to be made so as to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). View More

Termination of Employment. (a) Termination Other Than for Cause. If the Employee ceases to be employed by the Company, other than by reason of death or disability as defined in Section 5 or termination for Cause as defined in Section 4(c), no further installments of this option shall become exercisable, and this option shall expire (may no longer be exercised) after the passage of three months from the Employee's last day of employment, but in no event later than the Expiration Date. For purposes hereof, employment shall ...not be considered as having terminated during any leave of absence if such leave of absence has been approved in writing by the Company and if such written approval contractually obligates the Company to continue the employment of the Employee after the approved period of absence; in the event of such an approved leave of absence, vesting of this option shall be suspended (and the period of the leave of absence shall be added to all vesting dates) unless otherwise provided in the Company's written approval of the leave of absence. For 1 purposes hereof, employment shall include a consulting arrangement between the Employee and the Company that immediately follows termination of employment, but only if so stated in a written consulting agreement executed by the Company that specifically refers to this option. This option shall not be affected by any change of employment within or among the Company and its Subsidiaries so long as the Employee continuously remains an employee of the Company or any Subsidiary. (b) Termination for Cause. If the employment of the Employee is terminated for Cause (as defined in Section 4(c)), this option shall expire (that is, may no longer be exercised) upon the Employee's receipt of written notice of such termination and shall thereafter not be exercisable to any extent whatsoever. (c) Definition of Cause. "Cause" shall mean conduct involving one or more of the following: (i) the substantial and continuing failure of the Employee, after notice thereof, to render services to the Company in accordance with the terms or requirements of his or her employment with the Company; (ii) disloyalty, gross negligence, willful misconduct, dishonesty, fraud or breach of fiduciary duty to the Company; (iii) deliberate disregard of the rules or policies of the Company, or breach of an employment or other agreement with the Company, which results in direct or indirect loss, damage or injury to the Company; (iv) the unauthorized disclosure of any trade secret or confidential information of the Company; or (v) the commission of an act which constitutes unfair competition with the Company or which induces any customer or supplier to breach a contract with the Company. View More

Termination of Employment. Employee's employment hereunder shall automatically terminate upon (i) his death; (ii) Employee voluntarily leaving the employ of the Company; (iii) at the Company's sole discretion, for any reason, with or without cause. In the event that Employee's employment under this agreement is terminated for any reason, Company shall promptly pay Employee any amounts due to Employee under this agreement, including any salary accrued through the date of termination, and reimbursement for business related ...expenses during the period of Employee's employment, providing that such expenses are submitted in accordance with Company policies. In the event that you leave the Company's employment for Good Reason or if the Company terminates your employment without Cause, you shall be entitled to receive severance in the amount that is in accordance with the Company's standard severance policy. Such severance shall be paid on the next regularly scheduled payroll according to the Company's normal payroll. Page 2 10. BEST EFFORTS AND OUTSIDE ACTIVITIES. You shall devote all of the necessary business time, attention, and energies, as well as your best talents and abilities to the business of the Company in accordance with the Company's instructions and directions. You may engage to a limited extent in other business activities unrelated to the Company so long as such activities do not create a conflict of interest or otherwise interfere with the performance of your duties and the terms and conditions of this Employee Agreement. View More

Termination of Employment. (a) Executive's employment with the Company shall terminate on the date on which the Merger is consummated pursuant to the Merger Agreement (the "Separation Date"). As of the Separation Date, Executive shall resign from and no longer be an employee, officer, director and/or manager (or any equivalent position) of the Company or any subsidiaries or affiliates thereof, and Executive agrees he shall execute all documents reasonably necessary to effect such resignations. The Parties hereby agree tha...t for purposes of the Employment Agreement and this Agreement Executive's termination of employment will be treated as a "Termination Without Cause" in connection with a "Change of Control of the Company" (as such terms are defined in the Employment Agreement), and that any notice period that may be required to be provided under the Employment Agreement is hereby waived. (b) The Parties agrees that until the Separation Date, Executive shall continue to serve as Executive Chairman of the Company, subject to the terms and conditions of the Employment Agreement. (c) For the avoidance of doubt, the Employment Agreement shall remain in full force and effect through and following the Separation Date, subject to any amendments or modifications contained in this Agreement. If the Merger Agreement is terminated without the Merger having been consummated, this Agreement shall terminate and the Parties' rights and obligations hereunder shall be null and void ab initio and the Employment Agreement shall continue to be in full force and effect in accordance with its terms without reference to this Agreement. View More

Termination of Employment. (a) Subject to the occurrence of the Committee Certification in the case of clauses (i) and (ii), in the event that the Participant's employment is terminated (i) by the Company without Cause, (ii) by the Participant for Good Reason or (iii) as a result of the Participant's death or Disability, any unvested RSUs will immediately and fully vest and be settled in accordance with Section 6 hereof. Upon termination of the Participant's employment voluntarily (other than for Good Reason) or upon term...ination of the Participant's employment by the Company for Cause, any unvested RSUs shall be immediately forfeited by the Participant on the date of such termination and the Participant shall have no further rights with respect thereto without any payment of consideration by the Company. (b) For purposes of this Agreement, the terms "Cause" and "Disability" shall have the meanings set forth in the Employment Agreement, dated as of April 16, 2014, by and among the Participant and the Company (the "Employment Agreement") and the term "Good Reason" shall have the following meaning: "Good Reason" shall mean the occurrence of any of the following events without the Participant's written consent: (i) a material reduction in the Participant's base salary, (ii) assignment to Participant of a position or title other than Chief Executive Officer or of duties or responsibilities materially inconsistent with the position of a Chief Executive Officer of a company, (iii) a relocation of the Participant's principal place of business to a location more than fifty (50) miles from his or her designated office location, or (iv) a material breach by the Company of any provision of this Agreement; provided that, within ninety (90) days following the occurrence of any of the events described in clauses (i)-(iv) above, the Participant shall have delivered written notice to the Company of his or her intention to terminate employment for Good Reason, which notice shall specify in reasonable detail the circumstances claimed to give rise to his or her right to terminate employment for Good Reason, and the Company shall not have cured such circumstances within thirty (30) days following the Company's receipt of such notice. View More

Termination of Employment. If the Participant's Employment is terminated prior to the close of the Performance Cycle for any reason other than death, Retirement, Qualified Termination, or Mandatory Retirement, as set forth in Paragraphs 6, 7, 8 and 9 below, the Participant's Performance Units shall be settled based on the performance for the Performance Cycle and shall vest and be payable on a pro-rata basis as follows, and in each case subject to the negative discretion of the Board: (a) If the Participant's Employment i...s terminated prior to January 1, 2021, the Participant's right to the Performance Units shall be forfeited in its entirety as of the date of such termination, and the rights of the Participant and the obligations of the Company under this Award Agreement shall be terminated; (b) If the Participant's Employment is terminated during the period January 1, 2021 and December 31, 2021, the Participant will be entitled to receive a payment equal to the product of (i) one-third the number of Performance Units and (ii) the Payout Value; 3 (c) If the Participant's Employment is terminated during the period January 1, 2022 and December 31, 2022, the Participant will be entitled to receive a payment equal to the product of (i) two-thirds the number of Performance Units and (ii) the Payout Value. Payment of such vested value of Performance Units under subparagraphs (b) or (c) of this Paragraph 5, as applicable, shall otherwise be made in accordance with Paragraph 4. If, in accordance with the Board's determinations under Paragraph 3, the Payout Value is zero, the Participant shall immediately forfeit any and all rights to the Performance Units. Upon the vesting and/or forfeiture of the Performance Units pursuant to this Paragraph 5 and the making of the related cash payment, if any, the rights of the Participant and the obligations of the Company under this Award Agreement shall be satisfied in full. The death of the Participant following Retirement but prior to the close of the Performance Cycle shall have no effect on this Paragraph 5. View More

Termination of Employment. a. In the event that your employment terminates due to death or Disability (as such term is defined in the Plan or determined under local law, as applicable), all remaining unexercised portion(s) of your Stock Option shall immediately vest and become exercisable by you or your appointed representative, as the case may be, until the expiration of the term of the Stock Option or such other term as the Committee may determine at or after grant, provided that such exercise period does not extend bey...ond the original term of the Stock Option. b. Provided that you have remained in continuous service with the Company or an Affiliate through the first anniversary of the Grant Date, in the event your employment terminates due to Retirement, all remaining unexercised portion(s) of your Stock Option shall immediately vest and become exercisable by you until the expiration of the term of the Stock Option or such other term as the Committee may determine at or after grant, provided that such exercise period does not extend beyond the original term of the Stock Option. c. In the event that your employment terminates due to Retirement prior to the first anniversary of the Grant Date, the Option Shares shall immediately be forfeited in their entirety. d. Upon termination of your employment for reasons other than for Cause, death, Disability or Retirement, you shall have the shorter of (i) one (1) year from the date of termination and (ii) the remaining term of the Stock Option to exercise all vested Option Shares. Immediately upon termination of your employment for reasons other than for Cause, death, Disability or Retirement, all unvested Option Shares shall be forfeited; provided, however, that the Committee, in its sole discretion, may extend the exercise period and/or accelerate vesting of any unvested Option Shares (provided that such exercise period does not extend beyond the original term of the Stock Option). Your termination date shall be the last day of your active service with the Company or an Affiliate (if applicable). e. Immediately upon notice of termination of your employment for Cause, all unexercised Option Shares, whether vested or unvested, shall be forfeited. f. The Option Shares, to the extent unexercised on the date following the end of any period described above or the term of the Stock Option set forth above in Section 2, shall thereupon be forfeited. g. Notwithstanding anything to the contrary in the Plan or the Agreement, and for purposes of clarity, any termination of employment shall be effective as of the date your active employment ceases and shall not be extended by any statutory or common law notice of termination period. h. Any one of your permitted transferee(s) (pursuant to Section 7 below) shall receive the rights herein granted subject to the terms and conditions of this Agreement and any applicable Addendum. No transfer of this Stock Option shall be approved and effected by the Administrator unless (i) the Administrator shall have been timely furnished with written notice of such transfer and any copies of such notice as the Committee may deem, in its sole discretion, necessary to establish the validity of the transfer; (ii) the transferee or transferees shall have agreed in writing to be bound by the terms and conditions of this -Rev 1.2019 EXHIBIT 10.1 Agreement and any applicable Addendum; and (iii) such transfer complies with applicable laws and regulations. i. If you are a resident or employed in a country that is a member of the European Union, the grant of the Stock Option and this Agreement are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the "Age Discrimination Rules"). To the extent that a court or tribunal of competent jurisdiction determines that any provision of the Stock Option is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law. j. If you reside or work in a country where the local foreign exchange rules and regulations require the repatriation of sale proceeds, the Company may require you to sell any Option Shares you acquire under the Plan immediately or within a specified period following your termination of employment (in which case, this Agreement shall give the Company the authority to issue sales instructions on your behalf). View More

Termination of Employment. Notwithstanding the provisions of Section 2 and Section 3a above, in the event that the Awardee's Continuous Service with the Company and/or its Subsidiaries is terminated after the completion of the first calendar year of the Performance Period but prior to the Payment Date: (i) by the Company and/or its Subsidiaries without Cause (as hereinafter defined) or (ii) due to the Awardee's death or Disability (as hereinafter defined), not more than two and one-half months after the calendar year duri...ng which the Awardee's termination date occurs, the Company shall pay the Awardee an amount, in accordance with Section 3b hereof, equal to the product of: (1) the total amount of the Performance Award that would have been earned had the Performance Period ended as of the December 31st immediately prior to the date on which the Awardee's Continuous Service terminated (determined based on the actual Company Adjusted EBITDA Growth Rate and the Company TSR Percentile from the beginning of the Performance Period through such December 31st), and (2) a fraction, of which (x) the numerator is the number of completed calendar months during the Performance Period that the Awardee is in Continuous Service with the Company or any of its Subsidiaries prior to the date of termination, and (y) the denominator is thirty-six (36); and the remaining portion of the Performance Award shall be forfeited. Except as provided above or in Section 5, in the event that the Awardee's Continuous Service with the Company or any of its Subsidiaries terminates prior to the Payment Date (which, for the avoidance of doubt, includes any termination that occurs during the first calendar year of the Performance Period), the entire Performance Award shall be forfeited. View More