Termination of Employment Contract Clauses (4,973)

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. If the Grantee's employment by the Company or a Subsidiary is terminated under certain circumstances as set forth below, any Restricted Stock Units that have not vested as of such date may be subject to termination without notice and be forfeited as set forth below. In the case of termination and forfeiture, neither the Grantee 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.... (a) Termination Due to Death. If the Grantee's employment terminates by reason of the Grantee's death, any Restricted Stock Units which have not vested shall become fully vested as of the date of death. (b) Termination Due to Disability. If the Grantee's employment terminates by reason of the Grantee's Disability (as determined by the Administrator), any Restricted Stock Units which have not vested shall continue to vest pursuant to the vesting schedule set forth in Section 1 hereof. (c) Termination Due to Normal Retirement on or after Normal Retirement Date. In connection with the Grantee's retirement after the Grantee's Normal Retirement Date, all Restricted Stock Units shall be deemed to be fully vested as of the date of such retirement. (d) Termination for Cause. If the Grantee's employment terminates for Cause, any Restricted Stock Units which have not vested shall be immediately terminated and forfeited. (e) Termination in Connection with a Sale Event. If the Grantee's employment is terminated (i) by the Company for any reason other than for Cause, death, disability or retirement or (ii) by the Grantee for Good Reason (as defined in the UniFirst Corporation Executive Employment Plan (the "Employment Plan")), and such termination occurs during a Change in Control Period (as defined in the Employment Plan), any Restricted Stock Units which have not vested, subject to the satisfaction of the Grantee's Release Requirement (as defined in the Employment Plan), shall become fully vested as of the date of termination. (f) Other Termination. If the Grantee's employment terminates for any reason other than the Grantee's death, Disability, for Cause, the Grantee's Normal Retirement on or after Normal Retirement Date or a termination meeting ACTIVE/105239374.5 the requirements of Section 3(e) above, each pursuant to the terms above, and unless otherwise determined by the Administrator, any unvested Restricted Stock Units shall be immediately terminated and forfeited. For the avoidance of doubt, any unvested Restricted Stock Units shall not become vested upon the occurrence of a Sale Event in the absence of a termination of the Grantee's employment during a Change in Control Period (as defined in the Employment Plan) as required pursuant to Section 3(e) hereof. The Administrator's determination of the reason for termination of the Grantee's employment shall be conclusive and binding on the Grantee and his or her representatives or legatees. View More

Termination of Employment. Effective as of March 20, 2015 (the "Separation Date"), Executive's employment with the Company and its affiliates (including, without limitation, as President and Chief Executive Officer of the Company) shall terminate and Executive shall cease to be an employee and officer of any and all of the foregoing. In addition, as of the Separation Date, Executive shall, and by execution of this Agreement he does, resign from any and all directorships Executive may hold with the Company or any of its af...filiates, including from the Board of Directors of the Company. Executive hereby agrees to execute any and all additional documentation the Company may deem necessary or appropriate to effectuate such resignations upon request by the Company, but he shall be treated for all purposes as having so resigned upon the Separation Date, regardless of when or whether he executes any such additional documentation. As used in this Agreement, the term "affiliate" means any entity controlled by, controlling, or under common control with, the Company. View More

Termination of Employment. 7.01. Death. Except as otherwise provided herein, this Agreement shall automatically terminate without act by any party upon the death of Executive. In the event of death of Executive, Executive's estate shall receive any unpaid, earned compensation due Executive and this Agreement shall terminate. EMPLOYMENT AGREEMENT 7.02. Termination for Cause. The Company may terminate Executive's employment pursuant to the terms of this Agreement at any time for cause by giving written notice of termination.... Such termination will become effective upon the giving of such notice. Upon any such termination for cause, Executive shall have no further right to compensation, bonus or reimbursement under Section 5. For purposes of this Section 7.02, "cause" shall mean: (i) Executive is convicted of a felony which is directly related to Executive's employment or the business of the Company or could otherwise reasonably be expected to have a material adverse effect on the Company's business, prospects or future stock price which price should be measured over a period of at least six months. Felonies involving the driving of motor vehicles shall not be grounds for termination; (ii) Executive, in carrying out his duties hereunder, has been found in a civil action to have committed gross negligence or intentional misconduct resulting in either case in direct material harm to the Company; (iii) Executive is found in a civil action to have breached his fiduciary duty to the Company resulting in direct profit to him; (iv) Executive is found in a civil action to have materially breached any provision of Section 10 or Section 11; (v) Executive's repeated refusal (other than any failure to perform arising from a physical or mental disability) to act in accordance with the reasonable directions of the Company's Board of Directors directing Executive to perform services consistent with Executive's status as an officer of the Company, which refusal is not cured by Executive within ten (10) days of Executive's receipt of written notice thereof from the Company (provided, however, that if such breach cannot be cured within ten (10) days and Executive commences the cure thereof and diligently pursues the same, such failure shall not constitute "cause" unless such breach is not cured in its entirety within twenty (20) days of Executive's receipt of the written notice of breach); (vi) Executive commits acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, that would prevent the effective performance of his duties; and (vii) Executive's material breach of any obligations of Executive which remains uncured for more than ten (10) days after written notice thereof by the Company to Executive. Executive's failure to comply with the requirements of Section 10 of this Agreement shall constitute a material breach of this Agreement. The term "found in a civil action" shall not apply until all appeals permissible under the applicable rules of procedure or statute have been determined and no further appeals are permissible. 7.03. Termination Without Cause. The Company's Board of Directors, in its sole discretion, may terminate Executive's employment without cause at any time upon thirty (30) days written notice. Upon effectiveness of such termination, Executive shall be entitled to the severance package provided for in Section 5.02. 7.04. Effect Transfer of Assets, or Dissolution. This Agreement shall be automatically terminated by any voluntary or involuntary dissolution of the Company or a transfer of all or substantially all of the assets of the Company. Upon effectiveness of such termination, Executive shall be entitled to the severance package provided for in Section 5.02. 7.05. Termination by Executive During Term. Executive may terminate his obligations under this Agreement during the term by giving the Company at least one (1) month written notice in advance. View More

Termination of Employment. (a) General. If the Executive's employment is terminated for any reason, to the extent not then vested (after giving effect to the provisions of this Section 4), the Cash Award shall terminate upon such termination of employment. (b) For Cause or Without Good Reason. The Cash Award shall terminate and be forfeited upon (A) the Company's notification to the Executive of the Executive's termination of employment by the Company for Cause or (B) the Executive's notification to the Company of the Exe...cutive's voluntary termination of his employment without Good Reason. For all purposes of this Agreement, the terms "Cause" and "Good Reason" shall have the meanings set forth in the Freescale Semiconductor, Inc. Executive Severance Plan for Senior Vice Presidents (the "Executive Severance Plan"), as in effect on April 17, 2014. (c) Without Cause or for Good Reason. Upon the Executive's termination of employment by the Company other than for Cause or by the Executive for Good Reason, the Make Whole Award shall immediately become fully vested and payable; provided that the Executive signs and does not revoke the release described in the Executive Severance Plan. (d) Death or Disability. Upon the Executive's termination of employment due to the Executive's death or disability, the Executive or the Executive's estate shall receive (i) any amount vested and payable and (ii) an amount equal to the amount of the Make Whole Award that would have vested on the next vesting date if the Executive had remained employed until such date, multiplied by a fraction, the numerator of which equals the number of days elapsed from the vesting date immediately preceding the Executive's termination of employment through the date of the Executive's termination of employment and the denominator of which equals 365. Any portion of the Make Whole Award that is not vested after giving effect to the provisions of this Section 4(d) shall terminate immediately effective as of the termination of the Executive's employment. View More

Termination of Employment. Except as otherwise expressly provided in this Agreement, if the Grantee's employment with the Company terminates for any reason at any time before all of his or her RSUs have vested, the Grantee's unvested RSUs shall be automatically forfeited upon such termination of employment, and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement.

Termination of Employment. In the event of the termination of employment of Optionee for Cause, the determination of which shall be made in the sole discretion of the Committee, the option granted may no longer be exercised on or after the date of such termination. If the Optionee's employment is terminated other than for Cause, death, Total Disability (as defined in the Plan) or Retirement (as defined below), the determination of which shall be made in the sole discretion of the Committee, to the extent it was eligible f...or exercise at the date of such termination of employment, an option may be exercised until the earlier of (i) ninety (90) days after such termination, or (ii) the Expiration Date. If the Optionee's employment is terminated by the Optionee's Retirement, then the Committee shall have the discretion to cancel or vest any unvested options then outstanding, and, to the extent it was or became eligible for exercise at the date of such Retirement from employment, an option may be exercised until the earlier of (i) one hundred eighty (180) days after such Retirement, or (ii) the Expiration Date. For purposes of this Agreement "Retirement" shall mean the voluntary termination of employment by Optionee by reason of retirement at or after age 55. The determination of whether a particular termination of employment qualifies as Retirement shall be made in the sole discretion of the Committee. View More

Termination of Employment. For purposes of this Agreement, the term "Termination of Employment" shall mean termination from active employment with the Company or a subsidiary of the Company; it does not mean the termination of pay and benefits at the end of a period of salary continuation (or other form of severance pay or pay in lieu of salary).

Termination of Employment. The Participant agrees that, except as set forth below, upon his or her termination from the Company or a Related Company for any reason prior to the end of the Performance Period, the Participant shall forfeit any rights he or she may have under this Contract on the effective Date of Termination. In the event that the Participant's employment by the Company or a Related Company is terminated prior to the end of the Performance Period, but either on or after a Retirement Event or by reason of de...ath or Disability, and the Participant has not been terminated for Cause, the number of Shares under this Contract eligible for payout at the end of the Performance Period, to the extent the performance parameters outlined in the attached memorandum are met, shall equal (i) the number of Shares granted pursuant to this Contract, multiplied by (ii) a fraction, the numerator of which is the number of days from January 1, 2014 through the Participant's Date of Termination, and the denominator of which is the number of days in the Performance Period. In the event the immediately preceding sentence applies, effective as of the Date of Termination, all Shares in excess of the amount that are eligible for vesting by operation of the immediately preceding sentence shall be forfeited and cease to be outstanding. For purposes hereof, a "Retirement Event" means the date the Participant reaches age 58 and has five years of continuous service with the Company and/or one or more of the Related Companies immediately prior to the Date of Termination. View More

Termination of Employment. You acknowledge that your employment with the Company terminated effective as of the close of business on [__________] (the "Separation Date"). The Separation Date shall be the termination date of your employment for purposes of participation in and coverage under all employee benefit plans and programs sponsored by or through the Company and its partnerships, joint ventures, and related business entities, and with respect to each of them, their predecessors, successors and assigns, employee ben...efit plans or funds, and with respect to each such entity, all of its or their past, present and/or future directors, officers, attorneys, fiduciaries, agents, trustees, administrators, employees and assigns, whether acting on behalf of the Company or in their individual capacities (collectively the "Company Entities"), except as otherwise provided herein, or under the terms of the benefit plans, or as required by law. As soon as practicable following the Separation Date, but in no event later than the time period required under applicable law, you will be paid for all of your earned but unpaid salary as of the Separation Date, for all accrued but unused vacation and sick time as of the Separation Date, and for any business expenses incurred as of the Separation Date and properly submitted in accordance with Company policy. In addition, you may be entitled to continue medical and health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), subject to the eligibility and other requirements of COBRA. View More