Termination of Services Clause Example with 16 Variations from Business Contracts

This page contains Termination of Services clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Termination of Services. 5.1 General Rule. In the event that prior to the Vesting Date the Participant ceases to provide services to the Company (or any Subsidiary or Affiliate) in the capacity of an Employee, Director or Consultant (collectively referred to herein as "Service") for any reason, with or without cause, other than by reason of the Participant's termination of Service described in Section 4.3, the Participant shall forfeit all Units which are not, as of the time of such termination, Vested Units, and the Pa...rticipant shall not be entitled to any payment therefor. 5.2 Determination of Termination Date. For purposes of this Award Agreement, the date of termination of the Participant's Service shall be the date upon which the Participant ceases active performance of services for the Company, a Subsidiary or Affiliate, as determined by the Company following the provision of such notification of termination or resignation from Service and shall be determined solely by this Award Agreement and without reference to any other agreement, written or oral, including the Participant's contract of employment (if any). Thus, in the event of termination of the Participant's Service (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment contract, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant's right to vest in the Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant's period of Service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment contract, if any). The Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of this Award Agreement (including whether the Participant may still be considered to be providing services while on a leave of absence). View More
Found in Silicon Laboratories Inc contract

Variations of a "Termination of Services" Clause from Business Contracts

Termination of Services. 5.1 General Rule. In the event that prior to the Vesting Date the Participant ceases to provide services to the Company (or any Subsidiary or Affiliate) in the capacity of an Employee, Director or Consultant (collectively referred to herein as "Service") Participant's Service terminates for any reason, with or without cause, other than by reason of the Participant's termination of Service as described in Section 4.3, 4.3 or 4.4, the Participant shall forfeit and the Company shall automatically r...eacquire all Units which are not, as of the time of such termination, Vested Units, and the Participant shall not be entitled to any payment therefor. 5.2 Determination of Termination Date. For purposes of this Award Agreement, the date of termination 3 6.Settlement of the Participant's Service Award. 6.1.Issuance of Shares. Subject to the provisions of Section 6.3 and Section 7 below, the Company shall issue to the Participant on the Settlement Date with respect to each Vested Unit to be settled on such date one (1) Share. Shares issued in settlement of Vested Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 6.3. 6.2.Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit any or all Shares acquired by the Participant pursuant to the settlement of the Award with the Company's transfer agent, including any successor transfer agent, to be held in book entry form, or to deposit such Shares for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice. Except as provided by the foregoing, a certificate for the Shares acquired by the Participant shall be registered in the date name of the Participant, or, if applicable, in the names of the heirs of the Participant. 6.3.Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of Shares upon settlement of the Award shall be subject to compliance with all applicable requirements of U.S. federal, state or foreign law with respect to such securities. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable U.S. federal, state or foreign securities laws or other laws or regulations or the requirements of any stock exchange or market system upon which the Participant ceases active performance Stock may then be listed. The inability of services for the Company, a Subsidiary or Affiliate, as determined Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance of any Shares subject to the Award shall relieve the Company following of any liability in respect of the provision failure to issue such Shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. Further, regardless of whether the transfer or issuance of the Shares to be issued pursuant to the Units has been registered under the Securities Act or has been registered or qualified under the securities laws of any State, the Company may impose additional restrictions upon the sale, pledge, or other transfer of the Shares (including the placement of appropriate legends on stock certificates and the issuance of stop-transfer instructions to the Company's transfer agent) if, in the judgment of the Company and the Company's counsel, such notification restrictions are necessary in order to achieve compliance with the provisions of termination the Securities Act, the securities laws of any State, or resignation from Service and shall be determined solely by this Award Agreement and without reference to any other agreement, written or oral, including law. 6.4.Fractional Shares. The Company shall not be required to issue fractional Shares upon the Participant's contract of employment (if any). Thus, in the event of termination settlement of the Participant's Service (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment contract, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant's right to vest in the Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant's period of Service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment contract, if any). The Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of this Award Agreement (including whether the Participant may still be considered to be providing services while on a leave of absence). Award. View More
Found in VERRA MOBILITY Corp contract
Termination of Services. 5.1 General Rule. In (a) Termination due to Death or Disability. Subject to Section 4(f), in the event that the Participant's Service terminates by reason of the Participant's death or Disability, then any unvested portion of the Option held by the Participant shall immediately vest in full, and the Option may be exercised by the Participant or the Participant's beneficiary as designated in accordance with Section 10, or if no such beneficiary is named, by the Participant's estate, at any time p...rior to one (1) year following the Vesting Participant's termination of Service or the Normal Expiration Date of the Option, whichever period is shorter. The Option shall terminate immediately thereafter. (b) Termination due to Retirement. Subject to Section 4(f), in the event that the Participant's Service terminates by reason of the Participant's Retirement, any then vested portion of the Option may be exercised by the Participant ceases at any time prior to provide services one (1) year 2 following the Participant's termination of Service or the Normal Expiration Date of the Option, whichever period is shorter. The Option shall terminate immediately thereafter. (c) Termination due to the Company (or any Subsidiary or Affiliate) Approved Retirement. Subject to Section 4(f), in the capacity event that the Participant's Service terminates by reason of an Employee, Director the Participant's Retirement and the Participant has satisfactorily completed various requirements as set forth by the Committee (an "Approved Retirement"), then the Option shall continue to vest and become exercisable in accordance with this Agreement. The Option shall be exercisable until the Normal Expiration Date of the Option. (d) Termination for Cause. Subject to Section 4(f), in the event that the Participant's Service terminates for Cause, the entire Option held by the Participant, whether or Consultant (collectively referred not then vested and exercisable, shall terminate and be cancelled immediately upon such termination of Service. (e) Other Termination of Service. Subject to herein as "Service") Section 4(f), in the event that the Participant's Service terminates for any reason, with or without cause, reason other than (i) death, (ii) Disability, (iii) Retirement, (iv) Approved Retirement or (v) for Cause, then the portion of the Option held by reason the Participant that is vested and exercisable as of the date of the Participant's termination of Service described in Section 4.3, shall be exercisable at any time up until the Participant shall forfeit all Units which are not, as of ninetieth (90th) day following the time of such termination, Vested Units, and the Participant shall not be entitled to any payment therefor. 5.2 Determination of Termination Date. For purposes of this Award Agreement, the date of Participant's termination of the Participant's Service shall be the date upon which the Participant ceases active performance of services for the Company, a Subsidiary or Affiliate, as determined by the Company following the provision of such notification of termination or resignation from Service and shall be determined solely by this Award Agreement and without reference to any other agreement, written or oral, including the Participant's contract of employment (if any). Thus, (or, in the event of that the Participant dies or becomes Disabled after the termination of Service, but within the Participant's Service (regardless period during which the Option would otherwise be exercisable hereunder, such ninety (90) day period shall be extended to the date that is one (1) year after such termination) or the Normal Expiration Date of the reason for Option, whichever period is shorter. The Option shall terminate immediately thereafter. Any portion of the Option held by the Participant that is not then exercisable shall terminate and be cancelled immediately upon such termination and whether of Service. (f) Committee Discretion. The Committee may at any time extend the post-termination exercise period of all or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms any portion of the Participant's employment contract, if any), Option up to and unless otherwise expressly provided in this Agreement or determined by including, but not beyond, the Company, the Participant's right to vest in the Units under the Plan, if any, will terminate as Normal Expiration Date of such date and will not be extended by any notice period (e.g., the Participant's period of Service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment contract, if any). The Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of this Award Agreement (including whether the Participant may still be considered to be providing services while on a leave of absence). Option. View More
Found in CPI Card Group Inc. contract
Termination of Services. 5.1 General Rule. Following the Participant's Termination of Service, the RSUs shall vest and settle or be forfeited as set forth in this Section 5. (a) Death or Disability. In the event that prior of the Participant's Termination of Service at any time due to the Vesting Date Participant's death or Disability, any unvested RSUs shall be forfeited as of the Participant ceases date of such termination without any payment to provide services the Participant. (b) For Cause. In the event of the Part...icipant's Termination of Service for Cause (as defined below), any unvested RSUs shall be forfeited as of the date of such termination without any payment to the Participant. "Cause" means the Company's good faith determination of the Participant's: (i) willful material breach, or habitual neglect of, the Participant's duties or obligations in connection with the Participant's employment or service; (ii) having engaged in willful misconduct, gross negligence or a breach of fiduciary duty, or his or her willful material breach of his or her duties to the Company (or or under his or her Employment Agreement, if applicable, or of any Subsidiary of the Company policies; (iii) having been convicted of, or Affiliate) having entered a plea bargain or settlement admitting guilt for, (x) a felony or (y) any other criminal offense involving moral turpitude, fraud or, in the capacity course of an Employee, Director or Consultant (collectively referred to herein as "Service") for any reason, with or without cause, other than by reason the performance of the Participant's termination service to the Company, material dishonesty; (iv) unlawful use or possession of Service described illegal drugs on the Company's premises or while performing the Participant's duties and responsibilities to the Company; or (v) the commission of an act of fraud, embezzlement or material misappropriation, in Section 4.3, each case, against the Company or any Affiliate; provided that, in the case of clauses (i) and (ii) above, the Company shall provide the Participant with written notice specifying the circumstances alleged to constitute Cause, and, if possible, the Participant shall forfeit all Units which are not, have 30 days following receipt of such notice to cure such circumstances. (c) For Any Other Reason. In the event of the Participant's Termination of Service at any time under circumstances not described in Sections 5(a) or 5(b), any unvested RSUs shall be forfeited as of the time date of such termination, Vested Units, and the Participant shall not be entitled to termination without any payment therefor. 5.2 Determination of Termination Date. For purposes of this Award Agreement, to the date of termination of the Participant's Service shall be the date upon which the Participant ceases active performance of services for the Company, a Subsidiary or Affiliate, as determined by the Company following the provision of such notification of termination or resignation from Service and shall be determined solely by this Award Agreement and without reference to any other agreement, written or oral, including the Participant's contract of employment (if any). Thus, in the event of termination of the Participant's Service (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment contract, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant's right to vest in the Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant's period of Service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment contract, if any). The Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of this Award Agreement (including whether the Participant may still be considered to be providing services while on a leave of absence). Participant. View More
Found in 2 Contracts from EPAM Systems, Inc.
Termination of Services. 5.1 General Rule. (a) Any Termination. Except as otherwise set forth below in this Section 4, in the event that the Participant's Service terminates for any reason, any portion of the Option held by the Participant that is not then vested and exercisable shall terminate and be cancelled immediately upon such termination of Service. (b) Termination without Cause. In the event that the Participant's Service is terminated by the Company without Cause, then any unvested portion of the Option held by... the Participant shall immediately vest in full as of the date of such termination of Service. The Option may be exercised by the Participant at any time prior to the Vesting ninetieth (90th) day following the Participant's termination of Service or the Normal Expiration Date of the Participant ceases Option, whichever period is shorter. The Option shall terminate immediately thereafter. 2 (c) Termination due to provide services to Death or Disability. In the Company (or any Subsidiary or Affiliate) in event that the capacity of an Employee, Director or Consultant (collectively referred to herein as "Service") for any reason, with or without cause, other than Participant's Service terminates by reason of the Participant's death or Disability, any then-vested portion of the Option may be exercised by the Participant or the Participant's beneficiary as designated in accordance with Section 8, or if no such beneficiary is named, by the Participant's estate, at any time prior to one (1) year following the Participant's termination of Service described in Section 4.3, or the Participant shall forfeit all Units which are not, as Normal Expiration Date of the time of such termination, Vested Units, and Option, whichever period is shorter. The Option shall terminate immediately thereafter. (d) Termination due to Retirement. In the Participant shall not be entitled to any payment therefor. 5.2 Determination of Termination Date. For purposes of this Award Agreement, event that the date of termination Participant's Service terminates by reason of the Participant's Service shall Retirement, any then-vested portion of the Option may be the date upon which exercised by the Participant ceases active performance at any time prior to one (1) year following the Participant's termination of services Service or the Normal Expiration Date of the Option, whichever period is shorter. The Option shall terminate immediately thereafter. (e) Termination for Cause. In the Company, a Subsidiary or Affiliate, as determined event that the Participant's Service terminates for Cause, the entire Option held by the Company Participant, whether or not then vested and exercisable, shall terminate and be cancelled immediately upon such termination of Service. (f) Other Termination of Service. In the event that the Participant's Service terminates for any reason other than (i) without Cause, (ii) death or Disability, (iii) Retirement, or (iv) for Cause, any then-vested portion of the Option may be exercised by the Participant at any time prior to the ninetieth (90th) day following the provision Participant's termination of such notification of termination or resignation from Service and shall be determined solely by this Award Agreement and without reference to any other agreement, written or oral, including the Participant's contract of employment (if any). Thus, (or, in the event of that the Participant dies or becomes Disabled after the termination of Service, but within the Participant's Service (regardless period during which the Option would otherwise be exercisable hereunder, such ninety (90) day period shall be extended to the date that is one (1) year after such termination) or the Normal Expiration Date of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant Option, whichever period is employed or the terms of the Participant's employment contract, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant's right to vest in the Units under the Plan, if any, will shorter. The Option shall terminate as of such date and will not be extended by any notice period (e.g., the Participant's period of Service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment contract, if any). The Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of this Award Agreement (including whether the Participant may still be considered to be providing services while on a leave of absence). immediately thereafter. View More
Found in PetIQ, Inc. contract
Termination of Services. 5.1 General Rule. (a) Termination due to Death or Disability. In the event that the Participant's Service terminates by reason of the Participant's death or Disability, then any unvested portion of the Option held by the Participant shall immediately vest in full, and the Option may be exercised by the Participant or the Participant's beneficiary as designated in accordance with Section 10, or if no such beneficiary is named, by the Participant's estate, at any time prior to one (1) year followi...ng the Vesting Participant's termination of Service or the Normal Expiration Date of the Option, whichever period is shorter. The Option shall terminate immediately thereafter. (b) Termination due to Retirement. In the event that the Participant's Service terminates by reason of the Participant's Retirement, any then vested portion of the Option may be exercised by the Participant ceases at any 2 time prior to provide services one (1) year following the Participant's termination of Service or the Normal Expiration Date of the Option, whichever period is shorter. The Option shall terminate immediately thereafter. (c) Termination due to Approved Retirement. In the Company (or any Subsidiary event that the Participant's Service terminates by reason of the Participant's Retirement and the Participant has satisfactorily completed various requirements as set forth by the Committee (an "Approved Retirement"), then the Option shall continue to vest and become exercisable in accordance with this Agreement. The Option shall be exercisable until the Normal Expiration Date of the Option. (d) Termination for Cause. In the event that the Participant's Service terminates for Cause, the entire Option held by the Participant, whether or Affiliate) in not then vested and exercisable, shall terminate and be cancelled immediately upon such termination of Service. (e) Other Termination of Service. In the capacity of an Employee, Director or Consultant (collectively referred to herein as "Service") event that the Participant's Service terminates for any reason, with or without cause, reason other than (i) death, (ii) Disability, (iii) Retirement, (iv) Approved Retirement or (v) for Cause, then the portion of the Option held by reason the Participant that is vested and exercisable as of the date of the Participant's termination of Service described in Section 4.3, shall be exercisable at any time up until the Participant shall forfeit all Units which are not, as of ninetieth (90th) day following the time of such termination, Vested Units, and the Participant shall not be entitled to any payment therefor. 5.2 Determination of Termination Date. For purposes of this Award Agreement, the date of Participant's termination of the Participant's Service shall be the date upon which the Participant ceases active performance of services for the Company, a Subsidiary or Affiliate, as determined by the Company following the provision of such notification of termination or resignation from Service and shall be determined solely by this Award Agreement and without reference to any other agreement, written or oral, including the Participant's contract of employment (if any). Thus, (or, in the event of that the Participant dies or becomes Disabled after the termination of Service, but within the Participant's Service (regardless period during which the Option would otherwise be exercisable hereunder, such ninety (90) day period shall be extended to the date that is one (1) year after such termination) or the Normal Expiration Date of the reason for Option, whichever period is shorter. The Option shall terminate immediately thereafter. Any portion of the Option held by the Participant that is not then exercisable shall terminate and be cancelled immediately upon such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment contract, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant's right to vest in the Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant's period of Service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment contract, if any). The Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of this Award Agreement (including whether the Participant may still be considered to be providing services while on a leave of absence). Service. View More
Found in CPI Card Group Inc. contract
Termination of Services. 5.1 General Rule. (a) Termination due to Death or Disability. In the event that the Participant's Service terminates by reason of the Participant's death or Disability, then any unvested portion of the Option held by the Participant shall immediately vest in full, and the Option may be exercised by the Participant or the Participant's beneficiary as designated in accordance with Section 9, or if no such beneficiary is named, by the Participant's estate, at any time prior to one (1) year followin...g the Vesting Participant's termination of Service or the Normal Expiration Date of the Option, whichever period is shorter. The Option shall terminate immediately thereafter. (b) Termination due to Retirement. In the event that the Participant's Service terminates by reason of the Participant's Retirement, any then vested portion of the Option may be exercised by the Participant ceases at any time prior to provide services one (1) year following the Participant's termination of Service or the Normal Expiration Date of the Option, whichever period is shorter. The Option shall terminate immediately thereafter. (c) Termination due to Approved Retirement. In the Company (or any Subsidiary event that the Participant's Service terminates by reason of the Participant's Retirement and the Participant has satisfactorily completed various requirements as set forth by the Committee (an "Approved Retirement"), then the Option shall continue to vest and become exercisable in accordance with this Agreement. The Option shall be exercisable until the Normal Expiration Date of the Option. (d) Termination for Cause. In the event that the Participant's Service terminates for Cause, the entire Option held by the Participant, whether or Affiliate) in not then vested and exercisable, shall terminate and be cancelled immediately upon such termination of Service. (e) Other Termination of Service. In the capacity of an Employee, Director or Consultant (collectively referred to herein as "Service") event that the Participant's Service terminates for any reason, with or without cause, reason other than (i) death, (ii) Disability, (iii) Retirement, (iv) Approved Retirement or (v) for Cause, then the portion of the Option held by reason the Participant that is vested and exercisable as of the date of the Participant's termination of Service described in Section 4.3, shall be exercisable at any time up until the Participant shall forfeit all Units which are not, as of ninetieth (90th) day following the time of such termination, Vested Units, and the Participant shall not be entitled to any payment therefor. 5.2 Determination of Termination Date. For purposes of this Award Agreement, the date of Participant's termination of the Participant's Service shall be the date upon which the Participant ceases active performance of services for the Company, a Subsidiary or Affiliate, as determined by the Company following the provision of such notification of termination or resignation from Service and shall be determined solely by this Award Agreement and without reference to any other agreement, written or oral, including the Participant's contract of employment (if any). Thus, (or, in the event of that the Participant dies or becomes Disabled after the termination of Service, but within the Participant's Service (regardless period during which the Option would otherwise be exercisable hereunder, such ninety (90) day period shall be extended to the date that is one (1) year after such termination) or the Normal Expiration Date of the reason for Option, whichever period is shorter. The Option shall terminate immediately thereafter. Any portion of the Option held by the Participant that is not then exercisable shall terminate and be cancelled immediately upon such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment contract, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant's right to vest in the Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant's period of Service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment contract, if any). The Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of this Award Agreement (including whether the Participant may still be considered to be providing services while on a leave of absence). Service. View More
Found in CPI Card Group Inc. contract
Termination of Services. 5.1 General Rule. (a) Termination due to Death or Disability. In the event that the Participant's Service terminates by reason of the Participant's death or Disability, then any unvested portion of the Option held by the Participant shall immediately vest in full, and the Option may be exercised by the Participant or the Participant's beneficiary as designated in accordance with Section 10, or if no such beneficiary is named, by the Participant's estate, at any time prior to one (1) year followi...ng the Vesting Participant's termination of Service or until the Normal Expiration Date of the Option, whichever period is shorter. The Option shall terminate immediately thereafter. (b) Termination due to Retirement. In the event that the Participant's Service terminates by reason of the Participant's Retirement, any then vested portion of the Option may be exercised by the Participant ceases at any time prior to provide services to one (1) year following the Company (or any Subsidiary Participant's termination of Service or Affiliate) until the Normal Expiration Date of the Option, whichever period is shorter. The Option shall terminate immediately thereafter. (c) Termination for Cause. In the event that the Participant's Service terminates for Cause, the entire Option held by the Participant, whether or not then vested and exercisable, shall terminate and be cancelled immediately upon such termination of Service. (d) Other Termination of Service. Except as may otherwise be provided in the capacity of an Employee, Director or Consultant (collectively referred to herein as "Service") Participant's Employment Agreement, in the event that the Participant's Service terminates for any reason, with or without cause, reason other than (i) death, (ii) Disability, (iii) Retirement or (iv) for Cause, then the portion of the Option held by reason the Participant that is vested and exercisable as of the date of the Participant's termination of Service described shall be exercisable at any time up until three (3) years after the Participant's termination of Service or the Normal Expiration Date of the Option, whichever period is shorter. The Option shall terminate immediately thereafter. Any portion of the Option held by the Participant that is not then exercisable shall terminate and be cancelled immediately upon such termination of Service, except as otherwise provided in Section 4.3, the Participant shall forfeit all Units which are not, as 6.2(f) of the time of such termination, Vested Units, and the Participant shall not be entitled to any payment therefor. 5.2 Determination of Termination Date. For purposes of this Award Agreement, the date of termination of the Participant's Service shall be the date upon which the Participant ceases active performance of services for the Company, a Subsidiary or Affiliate, as determined by the Company following the provision of such notification of termination or resignation from Service and shall be determined solely by this Award Agreement and without reference to any other agreement, written or oral, including the Participant's contract of employment (if any). Thus, in the event of termination of the Participant's Service (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment contract, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant's right to vest in the Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant's period of Service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment contract, if any). The Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of this Award Agreement (including whether the Participant may still be considered to be providing services while on a leave of absence). Employment Agreement. View More
Found in CPI Card Group Inc. contract
Termination of Services. 5.1 General Rule. Following the Participant's Termination of Service, Participant (or his or her representative, devisee or heir, as applicable) may exercise the Option only as set forth in this Section 5. (a) Death or Disability. In the event that prior of the Participant's Termination of Service at any time due to the Vesting Date Participant's death or Disability, any unvested portion of the Participant ceases Option shall be forfeited as of the date of such termination without any payment to... provide services the Participant, and any vested portion of the Option shall remain exercisable until the earlier of (x) one year following such termination and (y) the Expiration Date, unless the Committee in its sole discretion determines that the Option should be exercisable to some greater extent or remain exercisable for some longer period (ending in no event later than the Expiration Date). (b) For Cause. In the event of the Participant's Termination of Service for Cause (as defined below), the entire unexercised portion of the Option, whether vested or unvested, shall be forfeited as of the date of such termination without any payment to the Participant."Cause" means the Company's good faith determination of the Participant's: (i) willful material breach, or habitual neglect of, the Participant's duties or obligations in connection with the Participant's employment or service; (ii) having engaged in willful misconduct, gross negligence or a breach of fiduciary duty, or his or her willful material breach of his or her duties to the Company (or or under his or her Employment Agreement, if applicable, or of any Subsidiary Company policies; (iii) having been convicted of, or Affiliate) having entered a plea bargain or settlement admitting guilt for, (x) a felony or (y) any other criminal offense involving moral turpitude, fraud or, in the capacity course of an Employee, Director or Consultant (collectively referred to herein as "Service") for any reason, with or without cause, other than by reason the performance of the Participant's termination service to the Company, material dishonesty; (iv) unlawful use or possession of Service described illegal drugs on the Company's premises or while performing the Participant's duties and responsibilities to the Company; or (v) the commission of an act of fraud, embezzlement or material misappropriation, in Section 4.3, each case, against the Company or any Affiliate;provided that, in the case of clauses (i) and (ii) above, the Company shall provide the Participant with written notice specifying the circumstances alleged to constitute Cause, and, if possible, the Participant shall forfeit all Units which are not, have 30 days following receipt of such notice to cure such circumstances. (c) For Any Other Reason. In the event of the Participant's Termination of Service at any time under circumstances not described in Sections 5(a) or 5(b) herein or Section 11(b) of the Plan, any unvested portion of the Option shall be forfeited as of the time date of such termination, Vested Units, termination without any payment to the Participant, and any vested portion of the Option shall remain exercisable until the earlier of (x) 90 days following such termination and (y) the Expiration Date, unless the Committee in its sole discretion determines that the Option should be exercisable to some greater extent or remain exercisable for some longer period (ending in no event later than the Expiration Date). For purposes of Section 11(b) of the Plan, "Good Reason" means "Good Reason" as defined in the Participant's Employment Agreement, if any, or if not so defined, the occurrence of any of the following events, in each case without the Participant's consent: (i) a reduction in the Participant's base compensation and cash incentive opportunity, other than any such reduction that applies generally to similarly situated employees or executives of the Company; (ii) relocation of the geographic location of the Participant's principal place of employment or service by more than 50 miles from the Participant's principal place of employment or service; or (iii) a material reduction in the Participant's title, duties, responsibilities or authority;provided that, in each case, (A) the Participant shall provide the Company with written notice specifying the circumstances alleged to constitute Good Reason within 90 days following the first occurrence of such circumstances, (B) if possible, the Company shall have 30 days following receipt of such notice to cure such circumstances, and (C) if the Company has not be entitled to any payment therefor. 5.2 Determination of Termination Date. For purposes of this Award Agreement, the date of termination of the Participant's Service shall be the date upon which cured such circumstances within such 30-day period, the Participant ceases active performance of services for shall terminate his or her employment or service not later than 60 days after the Company, a Subsidiary or Affiliate, as determined by the Company following the provision end of such notification of termination or resignation from Service and shall be determined solely by this Award Agreement and without reference to any other agreement, written or oral, including the Participant's contract of employment (if any). Thus, in the event of termination of the Participant's Service (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment contract, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant's right to vest in the Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant's period of Service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment contract, if any). The Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of this Award Agreement (including whether the Participant may still be considered to be providing services while on a leave of absence). 30-day period. View More
Found in EPAM Systems, Inc. contract
Termination of Services. 5.1 General Rule. (a) Any Termination. Except as otherwise set forth below in this Section ‎4 or in Section 5, in the event that the Participant's Service terminates for any reason, any portion of the Option held by the Participant that is not then vested and exercisable shall terminate and be cancelled immediately upon such termination of Service. (b) Termination due to Death or Disability. In the event that prior to the Vesting Date the Participant ceases to provide services to the Company (or... any Subsidiary or Affiliate) in the capacity of an Employee, Director or Consultant (collectively referred to herein as "Service") for any reason, with or without cause, other than Participant's Service terminates by reason of the Participant's death or Disability, any then-vested portion of the Option may be exercised by the Participant or the Participant's beneficiary as designated in accordance with Section 9, or if no such beneficiary is named, by the Participant's estate, at any time prior to one (1) year following the Participant's termination of Service described in Section 4.3, or the Normal Expiration Date of the Option, whichever period is shorter. The Option shall terminate immediately thereafter. (c) Termination due to Qualified Retirement. In the event that the Participant's Service terminates by reason of the Participant's Qualified Retirement, any unvested portion of the Option held by the Participant shall forfeit all Units which are not, immediately vest in full as of the time date of such termination, Vested Units, and termination of Service. The Option may be exercised by the Participant at any time prior to one (1) year following the Participant's termination of Service or the Normal Expiration Date of the Option, whichever period is shorter. The Option shall not be entitled to any payment therefor. 5.2 Determination of Termination Date. terminate immediately thereafter. For purposes of this Award Agreement, the date of "Qualified Retirement" shall mean a termination of the Participant's Service shall be Service, other than for Cause or due to the date upon which Participant's death or Disability, on or after the Participant ceases active performance reaches the age of services 55 with at least ten years of Service. (d) Termination for Cause. In the Company, a Subsidiary or Affiliate, as determined event that the Participant's Service terminates for Cause, the entire Option held by the Company Participant, whether or not then vested and exercisable, shall terminate and be cancelled immediately upon such termination of Service. (e) Other Termination of Service. In the event that the Participant's Service terminates for any reason other than (i) death or Disability, (ii) Qualified Retirement, or (iii) for Cause, any then-vested portion of the Option may be exercised by the Participant at any time prior to the ninetieth (90th) day following the provision Participant's termination of such notification of termination or resignation from Service and shall be determined solely by this Award Agreement and without reference to any other agreement, written or oral, including the Participant's contract of employment (if any). Thus, (or, in the event of that the Participant dies or becomes Disabled after the termination of Service, but within the Participant's Service (regardless period during which the Option would otherwise be exercisable hereunder, such ninety (90) day period shall be extended to the date that is one (1) year after such termination) or the Normal Expiration Date of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant Option, whichever period is employed or the terms of the Participant's employment contract, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant's right to vest in the Units under the Plan, if any, will shorter. The Option shall terminate as of such date and will not be extended by any notice period (e.g., the Participant's period of Service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment contract, if any). The Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of this Award Agreement (including whether the Participant may still be considered to be providing services while on a leave of absence). immediately thereafter. View More
Found in PetIQ, Inc. contract
Termination of Services. 5.1 General Rule. Following the Participant's Termination of Service, Participant (or his or her representative, devisee or heir, as applicable) may exercise the Option only as set forth in this Section 5. (a) Death or Disability. In the event that prior of the Participant's Termination of Service at any time due to the Vesting Date Participant's death or Disability, any unvested portion of the Participant ceases Option shall be forfeited as of the date of such termination without any payment to... provide services the Participant, and any vested portion of the Option shall remain exercisable until the earlier of (x) one year following such termination and (y) the Expiration Date, unless the Committee in its sole discretion determines that the Option should be exercisable to some greater extent or remain exercisable for some longer period (ending in no event later than the Expiration Date). (b) For Cause. In the event of the Participant's Termination of Service for Cause (as defined below), the entire unexercised portion of the Option, whether vested or unvested, shall be forfeited as of the date of such termination without any payment to the Participant. "Cause" means the Company's good faith determination of the Participant's: (i) willful material breach, or habitual neglect of, the Participant's duties or obligations in connection with the Participant's employment or service; (ii) having engaged in willful misconduct, gross negligence or a breach of fiduciary duty, or his or her willful material breach of his or her duties to the Company (or or under his or her Employment Agreement, if applicable, or of any Subsidiary of the Company policies; (iii) having been convicted of, or Affiliate) having entered a plea bargain or settlement admitting guilt for, (x) a felony or (y) any other criminal offense involving moral turpitude, fraud or, in the capacity course of an Employee, Director or Consultant (collectively referred to herein as "Service") for any reason, with or without cause, other than by reason the performance of the Participant's termination service to the Company, material dishonesty; (iv) unlawful use or possession of Service described illegal drugs on the Company's premises or while performing the Participant's duties and responsibilities to the Company; or (v) the commission of an act of fraud, embezzlement or material misappropriation, in Section 4.3, each case, against the Company or any Affiliate; provided that, in the case of clauses (i) and (ii) above, the Company shall provide the Participant with written notice specifying the circumstances alleged to constitute Cause, and, if possible, the Participant shall forfeit all Units which are not, have 30 days following receipt of such notice to cure such circumstances. (c) Termination in Connection with a Change of Control. In the event of the Participant's Termination of Service by the Company or any Affiliate without Cause or by the Participant for Good Reason (as defined below), in each case, on or within two years after a Change of Control, any unvested portion of the Option shall fully vest as of the time date of such termination, Vested Units, and the Option shall remain exercisable until the earlier of (x) 90 days following such termination and (y) the Expiration Date. Good Reason" means "Good Reason" as defined in the Participant's Employment Agreement, if any, or if not so defined, the occurrence of any of the following events, in each case without the Participant's consent: (i) a reduction in the Participant's base compensation and cash incentive opportunity, other than any such reduction that applies generally to similarly situated employees or executives of the Company; (ii) relocation of the geographic location of the Participant's principal place of employment or service by more than 50 miles from the Participant's principal place of employment or service; or (iii) a material reduction in the Participant's title, duties, responsibilities or authority; provided that, in each case, (A) the Participant shall provide the Company with written notice specifying the circumstances alleged to constitute Good Reason within 90 days following the first occurrence of such circumstances, (B) if possible, the Company shall have 30 days following receipt of such notice to cure such circumstances, and (C) if the Company has not cured such circumstances within such 30-day period, the Participant shall terminate his or her employment or service not later than 60 days after the end of such 30-day period. (d) For Any Other Reason. In the event of the Participant's Termination of Service at any time under circumstances not described in Sections 5(a), 5(b) or 5(c), any unvested portion of the Option shall be entitled to any payment therefor. 5.2 Determination forfeited as of Termination Date. For purposes of this Award Agreement, the date of such termination without any payment to the Participant, and any vested portion of the Participant's Service Option shall be remain exercisable until the date upon which the Participant ceases active performance earlier of services for the Company, a Subsidiary or Affiliate, as determined by the Company (x) 90 days following the provision of such notification of termination or resignation from Service and shall be determined solely by this Award Agreement and without reference to any other agreement, written or oral, including the Participant's contract of employment (if any). Thus, in the event of termination of the Participant's Service (regardless of the reason for such termination and whether (y) the Expiration Date, unless the Committee in its sole discretion determines that the Option should be exercisable to some greater extent or not remain exercisable for some longer period (ending in no event later to be found invalid or in breach of employment laws in than the jurisdiction where the Participant is employed or the terms of the Participant's employment contract, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant's right to vest in the Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant's period of Service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment contract, if any). The Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of this Award Agreement (including whether the Participant may still be considered to be providing services while on a leave of absence). Expiration Date). View More
Found in EPAM Systems, Inc. contract