Termination of Employment Contract Clauses (4,973)

Termination of Employment. Upon and after termination of employment howsoever arising, Employee shall, upon request by Company: (a) immediately return to the Company all correspondence, documents, business calendars/diaries, or other property belonging to the Company which is in Employee's possession; (b) immediately resign from any office Employee holds with the Company or any Affiliated Company; and (c) cooperate fully and in good faith with the Company in the resolution of all matters Employee worked on or was involved... in during Employee's employment with the Company. Employee's cooperation will include reasonable consultation by telephone. Further, in connection therewith, Employee will, at Company's request upon reasonable advance notice and subject to Employee's availability, make Employee available to Company in person at Company's premises, for testimony in court, or elsewhere; provided, however, that in such event, Company shall reimburse all Employee's reasonable expenses and pay Employee a reasonable per diem or hourly stipend. View More

Termination of Employment. a. If your employment terminates for any reason, you will be entitled to the payments and benefits (if any) required by Section 9 of your Employment Agreement, including severance in the event of a termination without Cause or resignation for Good Reason, subject to the terms and conditions thereof, as amended (including the increase to your severance benefits described in Section 4(b), below, and the amended definition of Good Reason set forth in Section 5, below). You will not be entitled to p...ayment under any severance plan, program or policy of Parent. b. In the event of a termination without Cause or a resignation for Good Reason in connection with a Change in Control pursuant to Section 9.3 of you Employment Agreement, your severance benefits shall be increased such that (i) the lump sum payment pursuant to Section 9.3(b) is equal to 24 months' of your then-current Base Salary, (ii) the lump sum payment pursuant to Section 9.3(c) is equal to 200% of your Target Bonus for the then-current fiscal year, and (iii) the Benefit Continuation Period pursuant to Section 9.3(d) is equal to 24 months. c. Additionally, in the event of a termination without Cause, resignation for Good Reason or termination due to death or Disability, you (or your estate, as applicable) shall be eligible to receive any unpaid portion of the Retention Bonus. Any such unpaid portion will be payable within 60 days following your termination date, subject to, in the case of a termination without Cause or resignation for Good Reason, your executing the Release within 45 days following your termination date, and such Release becoming effective. Any such payment of the Retention Bonus will be subject to applicable withholding and deductions. View More

Termination of Employment. 2.1 Termination for Cause or Resignation without Good Reason. 2.2 Termination without Cause or Resignation for Good Reason. 2.3 Death or Disability. 2.4 Change in Control Termination. 2.5 Notice of Termination. 2.6 Termination Date. 2.7 Mitigation. 2.8 Resignation of All Other Positions. 2.9 Section 280G.

Termination of Employment. The Parties acknowledge and agree that Executive's employment with the Company and its affiliates will terminate on January 29, 2020 (the "Employment Termination Date") and that such termination of employment will not constitute a "separation from service" under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") due to the Executive's engagement as a consultant by the Company pursuant to Section 2. Irrespective of whether Executive signs this Agreement, (a) to the extent ...unpaid, Company shall pay Executive on the first payroll date following the Employment Termination Date for Executive's accrued salary and accrued and unused PTO days through the Employment Termination Date, and (b) Executive shall be entitled to retain possession of his laptop computer, monitor, cell phone and iPad. Executive's participation in the Company's group health insurance plan will end on the Employment Termination Date, and to the extent provided by COBRA and by the Company's current group health insurance policies, Executive will be eligible to continue Executive's group health insurance benefits at Executive's own expense. Upon the Employment Termination Date, (i) the Company shall cause Executive's outstanding restricted stock unit awards to vest in full as of such date and (ii) the Company shall grant to Executive a new award of 5,000 restricted stock units under the Company's 2019 Equity Incentive Plan (the "Plan"), subject to the terms and conditions of the Plan and an applicable award agreement, which shall be eligible to vest in full on the six-month anniversary of the Employment Termination Date, subject to Executive's continuous service with the Company through such vesting date. With respect to Executive's equity awards outstanding on the Employment Termination Date, notwithstanding anything in the Company's equity incentive plans or the applicable equity award agreements to the contrary: (i) such equity awards shall remain eligible to vest in accordance with their terms based on Executive's continued service during the Consulting Term (as defined below), and (ii) any such equity awards that are stock options that are vested on the Consulting Termination Date (as defined below) shall remain exercisable through the 90th day following the Consulting Termination Date (or, if earlier, the stated term of the applicable stock option). View More

Termination of Employment. For purposes of this Agreement, "Years of Service" shall mean the total number of years the Participant's period of service to Primerica and any Subsidiary as of the date the Participant terminates employment. (e)Payment Date. In the event of the Participant's termination of employment as described in subsection (b), (c) or (d) of this Section 3, any previously unpaid Restricted Stock Units shall be settled by delivery to the Participant of shares of Common Stock on the sixtieth (60th) day follo...wing the Participant's termination of employment; provided that, to the extent necessary to comply with Code Section 409A (as defined in Section 14 below), in the case of a Participant who is a "specified employee" (as such term is used in Code Section 409A), such payment shall be made on the date that is six (6) months following the date of the Participant's employment termination (or, if earlier, the date of the Participant's death). Delivery of shares of Common Stock by Primerica shall discharge it of all of its duties and obligations under this Agreement and the Plan with respect to the Participant's Restricted Stock Units. (f)Release Agreement. Notwithstanding the foregoing, payment of the Participant's previously unvested Restricted Stock Units upon termination of employment as described in subsection (b) or (d) above shall be subject to and conditioned upon the Participant having executed a waiver of claims and general release of Primerica, in a form reasonably acceptable to Primerica, and for which any revocation rights have expired, before the end of the sixty (60) day period described in subsection (e). If a Participant fails or refuses to execute such a waiver of claims and general release, or timely revokes a previously executed waiver of claims and general release, before the end of such sixty (60) day period, such amounts will not vest as described in subsection (b) or (d) above, and the unvested portion of the Restricted Stock Units will be cancelled, and the Participant shall have no further rights with respect to any unvested Restricted Stock Units. 2 Kelly Restricted Stock Unit Award Agreement Approved as of March 18, 2019 4.Stockholder Rights. The grant of Restricted Stock Units does not entitle the Participant to any rights of a stockholder of Common Stock, including dividends or voting rights, until such time as the Restricted Stock Units are settled in Common Stock. However, prior to the delivery of the shares of Common Stock, for so long as the Participant remains actively employed by the Company or a Subsidiary, the Participant shall have the right to receive dividend equivalent payments in an amount equal to all dividends or other distributions payable with respect to the equivalent number of shares of Common Stock, which shall be payable at such time as the dividends and other distributions are payable to Primerica shareholders. View More

Termination of Employment. Except as otherwise provided in this Agreement, any Restricted Stock Units and Additional Restricted Stock Units that have not vested as of your Termination of Employment will immediately be forfeited, and your rights with respect to these Restricted Stock Units and Additional Restricted Stock Units will end. [FOLLOWING INCLUDED FOR CEO & L1 EXECUTIVES ONLY: If your Termination of Employment occurs due to an involuntary termination by the Company (other than for Cause), and such Termination of E...mployment occurs before the vesting date described in Section 4 of this Agreement, Restricted Stock Units and Additional Restricted Stock Units that have not vested as of the date of your Termination of Employment will vest on the scheduled dates specified in Section 4 occurring within six (6) months following your Termination of Employment.] View More

Termination of Employment. (a) If the Participant's Employment is terminated by the Company or any Subsidiary without Cause, a pro-rata portion of the number of Restricted Stock Units which would otherwise vest on the next applicable Vesting Date shall become vested, based on the number of days elapsed since the prior Vesting Date (or the Date of Grant if there has been no prior Vesting Date) over 365 or 366, as applicable. 2 (b) Upon the Participant's death, or if the Participant's Employment is terminated by the Company... and each of its Subsidiaries during the Participant's Disability, 100% of the Restricted Stock Units shall become vested. View More

Termination of Employment. Upon the Participant's Termination of Employment (as defined in the Plan), all RSUs that remain subject to the Period of Restriction shall be treated as follows: (A) If the Participant's Termination of Employment is on account of death or Disability, then all RSUs that remain subject to the Period of Restriction shall immediately become nonforfeitable and the restrictions with respect to the RSUs shall lapse as of the date of such Termination of Employment. (B) If the Participant's Termination o...f Employment is on account of Retirement, (i) any RSUs that remain subject to the Period of Restriction and were granted more than twelve (12) months prior to the date of Retirement, and (ii) a prorated portion of any RSUs that remain subject to the Period of Restriction that were granted within twelve (12) months of the date of Retirement (such proration to be determined by multiplying the Number of RSUs Granted by a fraction, the numerator of which is the number of days the Participant was employed since the Date of Grant and the denominator of which is 365) will remain subject to the Period of Restriction set forth on the first page of this RSU Award Agreement. The remaining portion of the RSUs that do not remain subject to the Period of Restriction shall be forfeited. (C) If the Participant's Termination of Employment is on account of Retirement and if the Participant dies after such Termination of Employment but before the end of the Period of Restriction, then the restrictions with respect to all RSUs that remain subject to the Period of Restriction pursuant to subsection 2(B) shall be deemed to have lapsed and such RSUs shall be paid in Stock within 60 days of the date of death. (D) If the Termination of Employment occurs as a result of conduct leading to immediate termination pursuant to Company or Subsidiary policy based on: (i)dishonesty, such as theft, fraud, embezzlement, or falsification of Company or Subsidiary documents; 1 (ii)conviction of, or entering of a plea of nolo contendere to, a crime that constitutes a felony;(iii)acts of physical harm or violence to the property or assets of the Company, to any employee or customer of the Company or any Subsidiary, or to any independent contractor or service provider who provides services to the Company or any Subsidiary; or(iv)harassment or discriminatory conduct based on sex, race, color, religion, age, disability, citizenship, national origin, sexual orientation, or status as a veteran involving any employee or customer of the Company or any Subsidiary, or any independent contractor or service provider who provides services to the Company or any Subsidiary;then all RSUs that remain subject to the Period of Restriction shall be forfeited as of the end of the day of such Termination of Employment. A Participant whose Termination of Employment occurs as a result of conduct leading to immediate termination for the conduct outlined in this subsection 2(D), is not eligible for the post-termination equity treatment outlined in subsections 2(B) and 2(C). (E) If the Termination of Employment occurs during the Post-Change Period and (i) the Participant's Termination of Employment is initiated by the Employer other than for Cause, death, or Disability, or (ii) the Participant is eligible to participate in The Allstate Corporation Change in Control Severance Plan (the "CIC Plan") and the Participant's Termination of Employment is initiated by the Participant for Good Reason, all RSUs that remain subject to the Period of Restriction shall immediately become nonforfeitable and the restrictions with respect to the RSUs shall lapse as of the date of such Termination of Employment. (F) If the Participant's Termination of Employment is on account of any other reason, including Termination of Employment for violation of the Allstate Global Code of Conduct which results in a recovery under The Allstate Corporation Clawback Policy, then all RSUs that remain subject to the Period of Restriction shall be forfeited as of the end of the day of such Termination of Employment. View More

Termination of Employment. Except as provided in Paragraphs 6, 7, 8 or 9, if the Participant's Employment is terminated prior to the close of the Performance Cycle, 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 Corporation under this Award Agreement shall be terminated.

Termination of Employment. Employee shall no longer be eligible for any unpaid portion of the Retention Award if Employee's employment is terminated for any reason prior to the Payment Date. Notwithstanding the foregoing, if the Company terminates Employee's employment without Cause (as defined in the Employment Agreement) or Employee resigns from employment with Good Reason (as defined in the Employment Agreement) prior to such applicable date, the Company shall pay Employee any unpaid portion of the Retention Award on t...he applicable date provided in Section 1 of this Agreement. View More